As filed with the Securities and Exchange Commission on March 1, 2021.

Registration No.         

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

TCW Special Purpose Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   85-4391738
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

865 S. Figueroa St., Suite 1800
Los Angeles, CA 90017
(213) 244-0000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Joseph R. Shaposhnik
Chief Executive Officer
865 S. Figueroa St., Suite 1800
Los Angeles, CA 90017
(213) 244-0000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Gregg Noel
Michael Mies
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
Tel: (650) 470-4500
  Paul Tropp
Michael Pilo
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Tel: (212) 596-9000

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-252775

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer         Accelerated filer      
Non-accelerated filer         Smaller reporting company    
            Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered

 

Amount

Being

Registered(2)

  

Proposed

Maximum

Offering

Price per

Security(1)

  

Proposed

Maximum

Aggregate

Offering

Price(1)

  

Amount of

Registration

Fee

 
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant           5,750,000      $10.00   $         57,500,000      $            6,273.25 
Shares of Class A common stock included as part of the units(2)  5,750,000               (4)
Redeemable warrants included as part of the units(3)  1,916,667               (4)
Total            $57,500,000      $   6,273.25(5)

 

 

(1)Estimated solely for the purpose of calculating the registration fee.
(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252775).
(3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(4)No fee pursuant to Rule 457(g).
(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252775), which was declared effective by the Securities and Exchange Commission on March 1, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $517,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252775) (the “Prior Registration Statement”), initially filed by the Registrant on February 4, 2021 and declared effective by the Securities and Exchange Commission on March 1, 2021. The required opinions of counsel and related consents and independent registered public accounting firm’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-252775) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.   Description
5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1   Consent of Marcum LLP

23.2

  Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24   Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-252775) filed on February 4, 2021

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on the 1st day of March, 2021.

 

  TCW SPECIAL PURPOSE ACQUISITION CORP.
                     
  BY: /s/ Joseph R. Shaposhnik
    Name: Joseph R. Shaposhnik
    Title: Chief Executive Officer and Chairman

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Joseph R. Shaposhnik   Chief Executive Officer and Chairman   March 1, 2021
Joseph R. Shaposhnik   (Principal Accounting Officer)    
         
/s/ Richard Villa  

Chief Financial Officer

  March 1, 2021
Richard Villa   (Principal Financial and Accounting Officer)    
         
/s/ Meredith Jackson   Management Director   March 1, 2021
Meredith Jackson        

 

 

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