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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