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 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:
Exhibit No. | Description of Exhibits | |
10.1 | Letter Agreement, dated October 19, 2022, between the Company and Nanxi Liu. | |
10.2 | Indemnity Agreement, dated October 19, 2022, between the Company and Nanxi Liu. | |
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 24, 2022 | By: | /s/ Joseph R. Shaposhnik | |
Name: | Joseph R. Shaposhnik | ||
Title: | Chief Executive Officer |
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