Attached files

file filename
EX-99.3 - FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - TCW Special Purpose Acquisition Corp.fs12021ex99-3_tcwspecial.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - TCW Special Purpose Acquisition Corp.fs12021ex99-2_tcwspecial.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - TCW Special Purpose Acquisition Corp.fs12021ex99-1_tcwspecial.htm
EX-23.1 - CONSENT OF MARCUM LLP - TCW Special Purpose Acquisition Corp.fs12021ex23-1_tcwspecial.htm
EX-14 - FORM OF CODE OF ETHICS AND BUSINESS CONDUCT - TCW Special Purpose Acquisition Corp.fs12021ex14_tcwspecial.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND TCW SPECIAL - TCW Special Purpose Acquisition Corp.fs12021ex10-8_tcwspecial.htm
EX-10.7 - PROMISSORY NOTE ISSUED TO TCW SPECIAL PURPOSE SPONSOR LLC - TCW Special Purpose Acquisition Corp.fs12021ex10-7_tcwspecial.htm
EX-10.6 - SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND TCW SPECIAL PURPOSE - TCW Special Purpose Acquisition Corp.fs12021ex10-6_tcwspecial.htm
EX-10.5 - FORM OF INDEMNITY AGREEMENT - TCW Special Purpose Acquisition Corp.fs12021ex10-5_tcwspecial.htm
EX-10.4 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT TCW - TCW Special Purpose Acquisition Corp.fs12021ex10-4_tcwspecial.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, TCW SPECIAL PURPOSE - TCW Special Purpose Acquisition Corp.fs12021ex10-3_tcwspecial.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - TCW Special Purpose Acquisition Corp.fs12021ex10-2_tcwspecial.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, TCW SPECIAL PURPOSE SPONSOR LLC A - TCW Special Purpose Acquisition Corp.fs12021ex10-1_tcwspecial.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - TCW Special Purpose Acquisition Corp.fs12021ex4-4_tcwspecial.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - TCW Special Purpose Acquisition Corp.fs12021ex4-2_tcwspecial.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - TCW Special Purpose Acquisition Corp.fs12021ex4-1_tcwspecial.htm
EX-3.5 - BYLAWS - TCW Special Purpose Acquisition Corp.fs12021ex3-5_tcwspecial.htm
EX-3.4 - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - TCW Special Purpose Acquisition Corp.fs12021ex3-4_tcwspecial.htm
EX-3.2 - CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION, DATED JANUARY 5, 2 - TCW Special Purpose Acquisition Corp.fs12021ex3-2_tcwspecial.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - TCW Special Purpose Acquisition Corp.fs12021ex3-1_tcwspecial.htm
S-1/A - REGISTRATION STATEMENT - TCW Special Purpose Acquisition Corp.fs12021a1_tcwspecpurp.htm

Exhibit 3.3

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

TCW SPECIAL PURPOSE ACQUISITION CORP.

 

February 3, 2021

 

 

 

Pursuant to Sections 228 and 242 of the General

Corporation Law of the State of Delaware

 

 

 

TCW Special Purpose Acquisition Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

 

FIRST: ARTICLE FOURTH of the Corporation’s Certificate of Incorporation is hereby amended by adding the below immediately following ARTICLE FOURTH, Section B:

 

C. Upon the filing (the “Effective Time”) of this Certificate of Amendment pursuant to the General Corporation Law of the State of Delaware, each share of the Corporation’s Class B Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Class B Common Stock”) shall automatically, without further action on the part of the Corporation or any stockholder of the Corporation, be reclassified as, and subdivided and converted into, 1 and 1/3 (ONE AND ONE-THIRD) validly issued, fully paid and nonassessable shares of Class  B Common Stock, par value $0.0001 per share (the “New Class B Common Stock”), authorized by ARTICLE FOURTH of the Corporation’s Certificate of Incorporation (the “Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time, regardless of when any certificates representing shares of Old Class B Common Stock are surrendered. Each certificate that immediately prior to the Effective Time represented shares of Old Class B Common Stock shall thereafter represent that number of shares of New Class B Common Stock into which the shares of Old Class B Common Stock represented by such certificate shall have been converted pursuant to this Certificate of Amendment. After the Effective Time, each holder of record of shares of Old Class B Common Stock shall be entitled to receive, upon surrender of the certificate(s) representing the shares of Old Class B Common Stock held by such holder immediately prior to the Effective Time, in such form and accompanied by such documents, if any, as may be prescribed by the Corporation, a new certificate or certificates representing the number of shares of New Class B Common Stock of which such record owner is entitled after giving effect to the Stock Split.

 

SECOND: The foregoing amendment was duly adopted in accordance with Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, TCW Special Purpose Acquisition Corp. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

 

  TCW SPECIAL PURPOSE ACQUISITION CORP.
     
  By: /s/ Joseph Shaposhnik
  Name: Joseph Shaposhnik
  Title: Chief Executive Officer