UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, 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”), an affiliate of the Company’s sponsor, providing for borrowings from time to time by the Company for working capital purposes up to an aggregate principal amount of $2,000,000.
On October 4, 2022, the Company and TAMCO entered into an amendment to the Working Capital Note (the “Note Amendment”) in order to increase the aggregate principal amount of borrowings by the Company to an aggregate principal amount of up to $2,500,000.
The Note Amendment also amends the Working Capital Note to provide that the maximum portion of the unpaid principal amount of the Working Capital Note that, at TAMCO’s election, may be converted into warrants to purchase shares of the Company’s common stock upon the consummation of the Company’s initial business combination shall not exceed $2,000,000.
The foregoing description is qualified in its entirety by reference to the Note Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Except as set forth in the Note Amendment, the terms of the Working Capital Note remain unchanged. A summary of the material terms of the Working Capital Note is included in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 17, 2021.
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 Note Amendment is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Form 8-K:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to Promissory Note, dated as of October 4, 2022, by and between the Company and TCW Asset Management Company LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 7, 2022 | By: | /s/ Richard Villa | |
| Name: | Richard Villa | ||
| Title: | Chief Financial Officer and Secretary | ||
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