Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - TCV Acquisition Corp. | nt10020227x19_ex99-1.htm |
| EX-10.5 - EXHIBIT 10.5 - TCV Acquisition Corp. | nt10020227x19_ex10-5.htm |
| EX-10.4 - EXHIBIT 10.4 - TCV Acquisition Corp. | nt10020227x19_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - TCV Acquisition Corp. | nt10020227x19_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - TCV Acquisition Corp. | nt10020227x19_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - TCV Acquisition Corp. | nt10020227x19_ex10-1.htm |
| EX-3.1 - EXHIBIT 3.1 - TCV Acquisition Corp. | nt10020227x19_ex3-1.htm |
| EX-1.1 - EXHIBIT 1.1 - TCV Acquisition Corp. | nt10020227x19_ex1-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2021
TCV ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-40327
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98-1580306
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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250 Middlefield Road
Menlo Park, CA
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94025
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (659) 614-8200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A ordinary shares, $0.0001 par value
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TCVA
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The Nasdaq Capital Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange
Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On April 13, 2021, the Registration Statement on Form S-1 (File No. 333-254505) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of TCV Acquisition Corp., a Cayman Islands exempted
company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On April 16, 2021, the Company consummated the IPO of 40,000,000 Class A ordinary shares, $0.0001 par value (the “Shares”). The Shares were sold at an
offering price of $10.00 per Share, generating gross proceeds of $400,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of
which were previously filed as exhibits to the Registration Statement:
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an Underwriting Agreement, dated April 13, 2021, between the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, which contains
customary representations and warranties and indemnification of the underwriters by the Company;
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a Private Placement Shares Purchase Agreement, dated April 13, 2021, between the Company and TCV Acquisition Holdings 2, L.P. (collectively with TCV Acquisition Holdings, L.P., the “Sponsor”), pursuant to which the TCV Acquisition
Holdings 2, L.P. purchased 1,100,000 private placement shares at a price of $10.00 per share (the “Private Placement Shares”);
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an Investment Management Trust Agreement, dated April 13, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO proceeds
and certain of the proceeds of the sale of the Private Placement Shares, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by
the Company under the agreement;
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a Registration and Shareholder Rights Agreement, dated April 13, 2021, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor, customary piggy-back registration rights
for such other equityholders, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to
nominate three individuals for election to the Company’s board of directors;
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a Letter Agreement, dated April 13, 2021, by and between the Company, the Sponsor and each of the officers and directors of the Company, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any
Shares, Class B ordinary shares of the Company or Private Placement Shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business
combination is not consummated within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association; to certain transfer restrictions with respect to the Company’s securities; and to certain
indemnification obligations of the Sponsor; and
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Indemnity Agreements, each dated April 13, 2021, between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain
claims that may arise in their roles as officers and directors of the Company.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement (or, in the case of the Indemnity Agreements, the form of the agreements), each of which is incorporated
by reference herein and attached hereto as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
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Item 3.02
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Unregistered Sales of Equity Securities.
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Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement
Share, generating total proceeds of $11,000,000 (the “Private Placement”). The Private Placement Shares, which were purchased by TCV Acquisition Holdings 2, L.P., are substantially similar to the Shares, except that if held by TCV Acquisition
Holdings 2, L.P. or its permitted transferees they will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination, subject to certain limited exceptions.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 13, 2021, in connection with the IPO, Jay Hoag, Katie Mitic and Tayloe Stansbury (the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Mr. Hoag, Ms. Mitic and Mr. Stansbury will serve as members of the audit committee, with Ms. Mitic serving as chair of the audit committee. Ms. Mitic and Mr. Stansbury will serve as members of
the compensation committee, with Mr. Stansbury serving as chair of the compensation committee.
In March 2021, the Sponsor transferred 75,000 of the Company’s Class B ordinary shares to each of Ms. Mitic and Mr. Stansbury. The Company will reimburse the Directors for reasonable
out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any
transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
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Item 5.03
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Amendments to Memorandum and Articles of Association.
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On April 13, 2021, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
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Item 8.01
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Other Events.
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A total of $400,000,000 of the net proceeds from the IPO and the Private Placement (which includes approximately $14,000,000 of the underwriters’ deferred discount) were placed in a trust account established for the
benefit of the holders of the Shares issued in the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay
its income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business
combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO or (B) with respect to any other provision
relating to the rights of holders of the Shares; and (3) the redemption of all of the Company’s public shares if the Company is unable to complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of
the IPO, subject to applicable law.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Underwriting Agreement between the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several
underwriters
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Amended and Restated Memorandum and Articles of Association
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Private Placement Shares Purchase Agreement between the Company and TCV Acquisition Holdings 2, L.P.
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Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company
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Registration and Shareholder Rights Agreement between the Company and certain security holders
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Letter Agreement between the Company, TCV Acquisition Holdings, L.P., TCV Acquisition Holdings 2, L.P. and each of the officers and directors of the Company
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Form of Indemnity Agreements, dated April 13, 2021, between the Company and each of the officers and directors of the Company
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Press Release, dated April 13, 2021
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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.
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Dated: April 19, 2021
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TCV ACQUISITION CORP.
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By:
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/s/ Frederic Fenton
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Name: Frederic Fenton
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Title: President
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