Current Report Filing (8-k)
24 Oktober 2022 - 3:24PM
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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
File Number) |
|
(I.R.S.
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
| 865
S. Figueroa St., Suite 1800, Los Angeles, CA |
|
90017 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(213)
244-0000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Units,
each consisting of one share of Class A common stock and one-third of one redeemable warrant |
|
TSPQ.U |
|
New
York Stock Exchange |
| Class
A common stock, par value $0.0001 per share |
|
TSPQ |
|
New
York Stock Exchange |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
TSPQ
WS |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 19, 2022, Nanxi Liu was appointed to the board of directors (the “Board”) of TCW Special Purpose Acquisition
Corp. (the “Company”). Effective October 19, 2022, Ms. Liu 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
Ms. Liu is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.
In
connection with the appointment of Ms. Liu, the Company entered into the following agreements:
| |
● |
A
Letter Agreement, dated October 19, 2022 (the “Letter Agreement”), between the Company and Ms. Liu, pursuant to
which Ms. Liu has agreed to: vote any shares of Class A common stock held by her 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 October 19, 2022 (the “Indemnity Agreement”), between the Company and Ms. Liu, providing
Ms. Liu 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 10.1 and 10.2, respectively,
and are incorporated herein by reference.
Other
than the foregoing, Ms. Liu is not party to any arrangement or understanding with any person pursuant to which she was appointed as a
director, nor is she 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:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
TCW
Special Purpose Acquisition Corp. |
| |
|
|
| Date:
October 24, 2022 |
By: |
/s/
Joseph R. Shaposhnik |
| |
|
Name: |
Joseph R. Shaposhnik |
| |
|
Title: |
Chief Executive Officer |
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