SEC Form SC 13G filed by TCW Special Purpose Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.__)

Under the Securities Exchange Act of 1934

TCW Special Purpose Acquisition Corp.
(Name of Issuer)

Class A common stock, par value $0.0001 per share
(Title of Class of Securities)

87301L106

(CUSIP Number)

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐   Rule 13d-1(b)

☐   Rule 13d-1(c)

☒   Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TCW Special Purpose Acquisition Corp. (“Issuer”)

865 S. Figueroa Street

Suite 1800

Los Angeles, CA 90017

TCW Special Purpose Acquisition Sponsor LLC (the “Sponsor”)

TCW SPAC-1 Equity LLC

(collectively, the “Reporting Persons”)

The principal business office of the Reporting Persons is:

865 S. Figueroa Street

Suite 1800

Los Angeles, CA 90017

Each of the Reporting Persons is a Delaware limited liability company.

Class A common stock, par value $0.0001 per share, of the Issuer (“Class A common stock”).

87301L106

(a)-(c) The responses of each of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 on the cover pages which relate to the beneficial ownership of the Class A common stock , as of December 31, 2021, are incorporated herein by reference.

The Sponsor directly owns 11,598,325 shares of Class B common stock, par value $0.0001 per share, of the Issuer (“Class B common stock”), which shares are convertible into shares of Class A common stock on a one-for-one basis, representing 20% of the Issuer’s outstanding shares. TCW SPAC-1 Equity LLC is the managing member of the Sponsor. As a result of this relationship, TCW SPAC-1 Equity LLC may be deemed to have or share beneficial ownership of the securities directly held by the Sponsor. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their direct ownership.

This Schedule 13G excludes 7,519,107 shares of Class A common stock issuable upon the exercise of 7,519,107 private placement warrants held by the Sponsor. Each private placement warrant becomes exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Percentage ownership is based on 46,393,299 shares of Class A Common Stock and 11,598,325 shares of Class B common stock outstanding as of November 17, 2021, as reported by the Issuer in its quarterly report on Form 10-Q for the period ended September 30, 2021, and assumes conversion of all Class B common stock into Class A common stock.

Not applicable.

The responses of the Reporting Persons to Items 2(a) and 4 are incorporated herein by reference. Under certain circumstances, members of the Reporting Persons could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock owned by the Reporting Persons.

Not applicable.

See Item 2(a) above.

Not applicable.

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2022

EXHIBIT INDEX

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