TSPQ.U / TCW Special Purpose Acquisition Corp. Units, each consisting of one share of Class A common stock an - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TSPQ / TCW Special Purpose Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-33sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 pe

TSPQ / TCW Special Purpose Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 TCW Special Purpose Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87301L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40107 TCW SPECIAL PURPOSE ACQUISITION CORP. (Exact name of registrant as sp

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission F

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 15, 2022, is made by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?), and amends that certain Inves

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW SPECIAL PURPOSE ACQUISITION CORP. December 15, 2022

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW SPECIAL PURPOSE ACQUISITION CORP. December 15, 2022 TCW Special Purpose Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?TCW Special Purpose Acquisition Corp.? The name of the Corporation wa

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission F

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 pre14a1122tcwspecialpurpose.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PUR

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission Fi

Indemnity Agreement, dated October 19, 2022, between the Company and Nanxi Liu.

Exhibit 10.2 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 19, 2022, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Nanxi Liu (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Letter Agreement, dated October 19, 2022, between the Company and Nanxi Liu.

Exhibit 10.1 October 19, 2022 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Director Appointment Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with my appointment to the board of directors of TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?). Reference is made to the

Amendment No. 1 to Promissory Note, dated as of October 4, 2022, by and between the Company and TCW Asset Management Company LLC

Exhibit 10.1 AMENDMENT NO. 1 TO PROMISSOY NOTE This Amendment No. 1 (this ?Amendment?) to the Promissory Note (the ?Promissory Note?), dated as of June 17, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Maker?), and TCW Asset Management Company LLC, a Delaware limited liability company (the ?Payee?), is entered into as of October 4, 2022, by and between th

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission Fil

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

Exhibit 3.1 CORRECTED CERTIFICATE OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW SPECIAL PURPOSE ACQUISITION CORP. Under Section 103(f) of the General Corporation Law of the State of Delaware TCW Special Purpose Acquisition Corp., a Delaware corporation (hereinafter called the ?Corporation?), does hereby certify as follows: FIRST: The Corporation filed a Second Amended and Rest

Amendment to the Letter Agreement, dated as of September 1, 2022, by and among the Company, the Sponsor and the Company’s officers and directors, incorporated by reference to the Company’s Form 8-K filed with the SEC on September 1, 2022.

Exhibit 10.1 AMENDMENT TO LETTER AGREEMENT September 1, 2022 Reference is made to the Letter Agreement (the ?Letter Agreement?), dated as of March 1, 2021, by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), TCW Special Purpose Sponsor LLC (the ?Sponsor?) and the undersigned directors and executives of the Company (the ?Insiders?). Capitalized terms used in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2022 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission F

Amendment to Investment Management Trust Agreement, dated as of September 1, 2022

Exhibit 10.4 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT September 1, 2022 Reference is made to the Investment Management Trust Agreement (the ?IMTA?), dated as of March 1, 2021, by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation. Capitalized terms used in this Amendment to the Inv

Amendment to the Letter Agreement, dated as of September 1, 2022, by and between the Company and Brian Lee, incorporated by reference to the Company’s Form 8-K filed with the SEC on September 1, 2022.

Exhibit 10.2 AMENDMENT TO LETTER AGREEMENT September 1, 2022 Reference is made to the Letter Agreement (the ?Letter Agreement?), dated as of March 15, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?) and the undersigned (the ?Insider?). Capitalized terms used in this Amendment to the Letter Agreement (the ?Amendment?) not defined herein shall have

Amendment to the June 17 Letter Agreement, dated as of September 1, 2022, by and between the Company and David Rye

Exhibit 10.3 AMENDMENT TO LETTER AGREEMENT September 1, 2022 Reference is made to the Letter Agreement (the ?Letter Agreement?), dated as of June 17, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?) and the undersigned (the ?Insider?). Capitalized terms used in this Amendment to the Letter Agreement (the ?Amendment?) not defined herein shall have t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PURPOSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PURPOSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PURPOSE ACQU

Description of the Company’s Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, TCW Special Purpose Acquisition Corp. (?we,? ?us?, ?our? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its Class A common stock, $0.0001 par value per share (?Class A Common Stock?), (ii) its warrants, exercisable

TSPQ / TCW Special Purpose Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87301L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

TSPQ / TCW Special Purpose Acquisition Corp. / CITADEL ADVISORS LLC - TCW SPECIAL PURPOSE ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of

TSPQ / TCW Special Purpose Acquisition Corp. / TCW Special Purpose Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.) Under the Securities Exchange Act of 1934 TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87301L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Joint Filing Agreement, dated February 10, 2022, by and among, TCW Special Purpose Sponsor III LLC and TCW SPAC-1 Equity LLC

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G, dated February 10, 2022 (the ?Schedule 13G?), with respect to the Class A common stock, par value $0.0001 per share, of TCW Special Purpose Acquisition Corp. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisio

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of TCW Special Purpose Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on b

TSPQ / TCW Special Purpose Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 8730

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PUR

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction of incorporat

TCW Special Purpose Acquisition Corp. (Name of Registrant as Specified in Charter)

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Number: 3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PURPOSE

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

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

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

Exhibit 10.3 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 17, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and David Rye (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission File

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

Exhibit 10.2 June 17, 2021 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Director Appointment Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with my appointment to the board of directors of TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?). Reference is made to the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40107 TCW SPECIAL PURPOSE

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

8-K 1 ea139683-8ktcwspecial.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-439173

TCW Special Purpose Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing April 22, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE TCW Special Purpose Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing April 22, 2021 LOS ANGELES, CA, April 21, 2021 ? TCW Special Purpose Acquisition Corp. (NYSE: TSPQ.U) (the ?Company?) today announced that, commencing April 22, 2021, holders of the units sold in the Company?s initial public offering

Indemnity Agreement, dated March 15, 2021, between the Company and Mr. Lee.

Exhibit 10.2 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 15, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Brian Lee (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ea137695-8ktcwspecial.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-439173

Letter Agreement, dated March 15, 2021, between the Company and Mr. Lee.

Exhibit 10.1 March 15, 2021 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Director Appointment Mr. Lee: This letter (this ?Letter Agreement?) is being delivered to you in connection with your appointment to the board of directors of TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?). Reference is made to the Company?s ini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TCW Special Purpose Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87301L205** (CUSIP Number) March 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pur

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4391738 (State or other jurisdiction of incorporation) (Com

TCW SPECIAL PURPOSE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 TCW SPECIAL PURPOSE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of TCW Special Purpose Acquisition Corp. Opinion on the Financial Statement We have audited the accompanyi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2021 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40107 85-4391738 (State or other jurisdiction (Commission (I.R.

Private Placement Warrants Purchase Agreement, dated March 1, 2021, between the Company and the Sponsor.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 1, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?) and TCW Special Purpose Sponsor LLC, a Delaware l

Indemnity Agreement, dated March 1, 2021, between the Company and Joseph R. Shaposhnik.

Exhibit 10.6 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Joseph R. Shaposhnik (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

Indemnity Agreement, dated March 1, 2021, between the Company and Richard Villa.

Exhibit 10.7 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Richard Villa (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Indemnity Agreement, dated March 1, 2021, between the Company and Meredith Jackson.

Exhibit 10.9 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Meredith Jackson (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Underwriting Agreement, dated March 1, 2021, among the Company and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters.

Exhibit 1.1 45,000,000 Units TCW Special Purpose Acquisition Corp. UNDERWRITING AGREEMENT March 1, 2021 Citigroup Global Markets Inc. 338 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters Ladies and Gentlemen: TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), propos

Investment Management Trust Agreement, dated March 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 1, 2021 by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File No

Indemnity Agreement, dated March 1, 2021, between the Company and Carol P. Lowe.

Exhibit 10.10 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Carol P. Lowe (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a

Warrant Agreement, dated March 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

Exhibit 4.1 EXECUTION VERSION WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 1, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 1, 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant age

Registration Rights Agreement, dated March 1, 2021, among the Company, the Sponsor and certain other security holders party thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 1, 2021, is made and entered into by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?H

Bylaws. (1)

Exhibit 3.2 BYLAWS OF TCW SPECIAL PURPOSE ACQUISITION CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered age

TCW Special Purpose Acquisition Corp. Announces Pricing of an Upsized $450 Million Initial Public Offering

Exhibit 99.1 TCW Special Purpose Acquisition Corp. Announces Pricing of an Upsized $450 Million Initial Public Offering LOS ANGELES ? March 1, 2021 ? TCW Special Purpose Acquisition Corp. (the ?Company?), a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

Second Amended and Restated Certificate of Incorporation of the Company. (1)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW Special Purpose Acquisition Corp. March 1, 2021 TCW Special Purpose Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?TCW Special Purpose Acquisition Corp.? The name of the Corporation was f

Administrative Services Agreement, dated March 1, 2021, between the Company and the Sponsor.

Exhibit 10.5 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 March 1, 2021 TCW Special Purpose Sponsor LLC 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and TCW Special Purpose Sponso

Letter Agreement, dated March 1, 2021, among the Company, the Sponsor and the Company’s officers and directors.

EX-10.1 6 ea137013ex10-1tcwspecial.htm LETTER AGREEMENT, DATED MARCH 1, 2021, AMONG THE COMPANY, THE SPONSOR AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.1 March 1, 2021 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance wit

Indemnity Agreement, dated March 1, 2021, between the Company and Leo L. Chan.

Exhibit 10.8 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and Leo Chan (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

$450,000,000 TCW Special Purpose Acquisition Corp. 45,000,000 Units

424B4 1 f424b40221tcwspecpurpacq.htm PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252775 P R O S P E C T U S $450,000,000 TCW Special Purpose Acquisition Corp. 45,000,000 Units TCW Special Purpose Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or s

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 1, 2021. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4391738 (State or other jurisdiction of incorporation or organiza

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CORRESP 1 filename1.htm TCW SPECIAL PURPOSE ACQUISITION CORP. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 February 25, 2021 VIA EMAIL & EDGAR Karina Dorin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: TCW Special Purpose Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-252775)

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CORRESP 1 filename1.htm Citigroup Global Markets Inc. 338 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters February 25, 2021 VIA EDGAR Karina Dorin Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

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CORRESP 1 filename1.htm Citigroup Global Markets Inc. 338 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters February 24, 2021 VIA EDGAR Karina Dorin Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW SPECIAL PURPOSE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4391738 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

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TCW SPECIAL PURPOSE ACQUISITION CORP. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 February 24, 2021 VIA EMAIL & EDGAR Karina Dorin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: TCW Special Purpose Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-252775) Dear Ms. Dorin: Pursuant

$400,000,000 TCW Special Purpose Acquisition Corp. 40,000,000 Units

The information in this preliminary prospectus is not complete and may be changed.

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CORRESP 1 filename1.htm Citigroup Global Markets Inc. 338 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters February 24, 2021 VIA EMAIL & EDGAR Karina Dorin Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C

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TCW SPECIAL PURPOSE ACQUISITION CORP. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 February 24, 2021 VIA EMAIL & EDGAR Karina Dorin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: TCW Special Purpose Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-252775) Dear Ms. Dorin: The Comp

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warra

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 23, 2021. Registration No. 333-252775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4391738 (State or other jurisdi

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Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 DIRECT DIAL (650) 470-3130 DIRECT FAX (650) 798-6510 EMAIL ADDRESS MICHAEL.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 3 fs12021a2ex4-4tcwspecial.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (

- AMENDMENT NO. 2 TO FORM S-1

As filed with the Securities and Exchange Commission on February 19, 2021. Registration No. 333-252775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4391738 (State or other jurisdi

Form of Underwriting Agreement.

Exhibit 1.1 40,000,000 Units TCW Special Purpose Acquisition Corp. UNDERWRITING AGREEMENT February [X], 2021 Citigroup Global Markets Inc. 338 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters Ladies and Gentlemen: TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), p

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Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333

Form of Private Placement Warrants Purchase Agreement between the Registrant TCW Special Purpose Sponsor LLC.*

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and TCW Special Purpose Sponsor LLC, a Delaware limit

Form of Registration Rights Agreement among the Registrant, TCW Special Purpose Sponsor LLC and the Holders signatory thereto.*

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holde

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 9 fs12021ex4-4tcwspecial.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (th

Form of Code of Ethics and Business Conduct.*

Exhibit 14 TCW SPECIAL PURPOSE ACQUISITION CORP. CODE OF ETHICS AND BUSINESS CONDUCT Effective [?], 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of TCW Special Purpose Acquisition Corp. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees

Specimen Class A Common Stock Certificate.*

EX-4.2 8 fs12021ex4-2tcwspecial.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] TCW SPECIAL PURPOSE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (“Common

Form of Audit Committee Charter.*

Exhibit 99.1 TCW SPECIAL PURPOSE ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [?], 2021 I. PURPOSES The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board??) of TCW Special Purpose Acquisition Corp. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company, the audits of the financial statements

Form of Letter Agreement among the Registrant, TCW Special Purpose Sponsor LLC and each of the executive officers and directors of the Registrant.*

Exhibit 10.1 [●], 2021 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 12, 2021. Registration No. 333-252775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-4391738 (State or other jurisdi

Form of Compensation Committee Charter.*

EX-99.2 21 fs12021ex99-2tcwspecial.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 TCW SPECIAL PURPOSE ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [●], 2021 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TCW Special Purpose Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s

Form of Indemnity Agreement.*

EX-10.5 14 fs12021ex10-5tcwspecial.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as director

Form of Administrative Services Agreement between the Registrant and TCW Special Purpose Sponsor LLC.*

Exhibit 10.8 TCW Special Purpose Acquisition Corp. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 [?], 2021 TCW Special Purpose Sponsor LLC 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), and TCW Special Purpose Sponsor LL

Amended and Restated Certificate of Incorporation.*

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW NEW AMERICA PREMIER ACQUISITION CORP. January 5, 2021 TCW New America Premier Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TCW New America Premier Acquisition Corp.” The original certificate o

TCW SPECIAL PURPOSE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

EX-3.5 6 fs12021ex3-5tcwspecial.htm BYLAWS Exhibit 3.5 BYLAWS OF TCW SPECIAL PURPOSE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual

Form of Nominating and Corporate Governance Committee Charter.*

EX-99.3 22 fs12021ex99-3tcwspecial.htm FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Exhibit 99.3 TCW SPECIAL PURPOSE ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [●], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TCW Special Purpose Acquisition Co

Certificate of Amendment to the Certificate of Incorporation, dated January 5, 2021.*

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF TCW SPECIAL PURPOSE ACQUISITION CORP. January 5, 2021 Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware TCW Special Purpose Acquisition Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows: FIRST: ARTICLE FOURTH of the Corporation’s Cert

Certificate of Amendment to the Certificate of Incorporation, dated February 3, 2021.*

EX-3.3 4 fs12021ex3-3tcwspecial.htm CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION, DATED FEBRUARY 3, 2021 Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF TCW SPECIAL PURPOSE ACQUISITION CORP. February 3, 2021 Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware TCW Special Purpose Acquisition Corp., a Delaware corporati

Promissory Note issued to TCW Special Purpose Sponsor LLC.*

EX-10.7 16 fs12021ex10-7tcwspecial.htm PROMISSORY NOTE ISSUED TO TCW SPECIAL PURPOSE SPONSOR LLC Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURI

Securities Subscription Agreement between the Registrant and TCW Special Purpose Sponsor LLC.*

EX-10.6 15 fs12021ex10-6tcwspecial.htm SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND TCW SPECIAL PURPOSE SPONSOR LLC Exhibit 10.6 TCW NEW AMERICA PREMIER ACQUISITION CORP. 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 TCW New America Sponsor LLC December 22, 2020 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 RE: Securities Subscription Agreement Ladies and Gentlemen:

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] TCW Special Purpose Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common stock

Form of Second Amended and Restated Certificate of Incorporation.*

Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TCW Special Purpose Acquisition Corp. [?], 2021 TCW Special Purpose Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?TCW Special Purpose Acquisition Corp.? The original certificate of incorpora

Consent of Carol P. Lowe.*

Exhibit 99.4 Consent of INDEPENDENT DIRECTOR In connection with the filing by TCW Special Purpose Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

Power of Attorney (included on signature page).*

S-1 1 fs12021tcwspecialpurp.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCW Special Purpose Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-43

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DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on January 6, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT U