TSPQ TCW Special Purpose Acquisition Corp

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 18, 2021, the Audit Committee (the “Audit Committee”) of the board of directors (the “Board”) of TCW Special Purpose Acquisition Corp. (the “Company”), after discussion with the Company’s management, concluded that the Company’s previously issued audited balance sheet , dated March 4, 2021, unaudited interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, originally filed on May 14, 2021 and August 10, 2021, respectively (collectively, the “Non-Reliance Periods”), should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company’s financial statements for the Non-Reliance Periods should no longer be relied upon.

The Company restated its previously issued financial statements to classify all Class A common stock subject to redemption in temporary equity at redemption value, in accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity. The Company’s accounting for the shares of Class A common stock subject to redemption did not have any effect on the Company’s previously reported assets and the non-cash adjustments to the financial statement do not impact the amounts previously reported for the Company’s cash and cash equivalents or total assets.

On November 18, 2021, the Audit Committee discussed with Marcum LLP (“Marcum”), the Company’s current independent registered public accounting firm, the matters disclosed in this Item 4.02(a). The Company will restate the financial statements for the Non-Reliance Periods in its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Third Quarter Form 10-Q”) to reclassify the Company’s shares of Class A common stock and will continue to do so in its future financial statements. The Company will disclose the impact of such restatements of the Non-Reliance Periods in its Third Quarter Form 10-Q, which the Company will file with the SEC as soon as practicable.

Management carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2021 and concluded that, solely due to the events that led to the Company’s restatement of its financial statements, a material weakness existed and the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 30, 2021. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that a company’s disclosure controls and procedures and internal control over financial reporting are effective. In addition, the Audit Committee, the Board, and management have begun evaluating appropriate remediation actions. The Company’s remediation plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among the Company’s personnel and third-party professionals with whom the Company consults regarding complex accounting applications.