TPG Pace Holdings Corp. (Form: 8-A12B, Received: 06/26/2017 16:09:17)

TPG PACE HOLDINGS CORP.

Date: June 26, 2017

/s/ Karl Peterson

Name: Karl Peterson

Title: President and Chief Executive Officer

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

TPG PACE HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1350261
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

301 Commerce St., Suite 3300 Fort Worth, Texas		76102
(Address of Principal Executive Offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class to be Registered		Name of Each Exchange on Which Each Class is to be Registered
Units, each consisting of one Class A Ordinary Share and one-third of one Warrant		The New York Stock Exchange

Class A Ordinary Shares, par value $0.0001 per share		The New York Stock Exchange

Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share		The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-218575

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares, of TPG Pace Holdings Corp. (the “Registrant”). The description of the units, Class A ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-218575), originally filed with the Securities and Exchange Commission on June 7, 2017, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.

Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:


Exhibit No.		Description

3.1		Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

3.2		Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

10.3		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

10.4		Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-218575), filed with the Securities and Exchange Commission on June 7, 2017).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.