Item 8.01. Other Events.
On November 25, 2022, TCW Special Purpose Acquisition
Corp. (the “Company”) filed a definitive proxy statement relating to a special meeting of shareholders to approve (i) an amendment
to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment Proposal”) and (ii),
an amendment to the Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer
& Trust Company, as trustee (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”),
which would, if implemented, allow the Company to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per
share (the “Public Shares”) in advance of the Company’s contractual expiration date of March 4, 2023 by changing the
date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business
Combination”) from March 4, 2023 (or June 4, 2023 if the Company has executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination by March 4, 2023) to the later of (x) December 15, 2022 or (y) the date of effectiveness
of the third amended and restated charter (the “Amended Termination Date”).
If the Proposals are approved, and because the
Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to
redeem all Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the
“Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 16, 2022, if shareholders
approve the Proposals. Additionally, the last day of trading of the Public Shares will be December 15, 2022, if shareholders approve the
Proposals.
The virtual special meeting will be held on Thursday,
December 15, 2022 at 11:30 a.m. Eastern Time, and the record date for the meeting is the close of business (New York time) on November
16, 2022.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect to the Company’s anticipated
redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from
those expected and projected. Words such as “expect,” “believe,” “anticipate,” “intend,”
“estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar
words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events
or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could
cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking
statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated
in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other documents the Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s
website, www.sec.gov.
Forward-looking statements speak only as of the
date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will occur. The inclusion of any statement
in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances
described in such statements are material.