UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2021
TPG PACE BENEFICIAL FINANCE CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39596 | 98-1499840 | ||
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(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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301 Commerce St., Suite 3300
Fort Worth, Texas |
76102 | |||
| (address of principal executive offices) | (zip code) | |||
(212) 405-8458
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
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)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading
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Name of each exchange
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| Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | TPGY.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | TPGY | The New York Stock Exchange | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | TPGY WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introductory Note
As previously announced, on December 10, 2020, TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“TPGY”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and wholly owned subsidiary of TPGY (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 and wholly owned subsidiary of Dutch Holdco (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Engie Seller”) and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“EVBox Group”), entered into a Business Combination Agreement (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, TPGY will merge with and into New SPAC, with New SPAC surviving as a wholly owned subsidiary of Dutch Holdco, and immediately thereafter, Engie Seller will, directly or indirectly, sell, transfer, assign, convey or contribute to Dutch Holdco all of the issued and outstanding equity interests in EVBox Group.
Item 1.01 Entry into a Material Definitive Agreement
On May 31, 2021, TPGY, Dutch Holdco, New SPAC, Engie Seller and EVBox Group entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which, among other things and subject to the terms and conditions contained therein, the parties thereto (i) extended the Outside Date (as defined in the Business Combination Agreement) from June 8, 2021 to August 6, 2021, (ii) provided TPGY the right to terminate the Business Combination Agreement in its sole discretion at any time (a) during the fifteen (15) Business Day (as defined in the Business Combination Agreement) period following the date on which EVBox Group delivers to TPGY the 2020 Audit (as defined in the Business Combination Agreement) or (b) to the extent EVBox Group has not delivered the 2020 Audit to TPGY by the Outside Date (irrespective of TPGY’s compliance with the Business Combination Agreement) and (iii) provided TPGY the right to be reimbursed by Engie Seller for certain expenses of TPGY in the event the Business Combination Agreement is terminated in accordance with its terms, including additional amounts if (x) EVBox Group fails to deliver the 2020 Audit to TPGY or (y) Engie Seller does not accept a bona fide written proposal delivered by TPGY that TPGY believes reflects a good faith offer regarding the terms (including revised economic terms) of the transactions taking into account any revisions to EVBox Group’s financial statements, outlook and liabilities subsequent to the original signing date, December 10, 2020, and the terms of any remediation plan proposed by Engie Seller.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second Amendment, a copy of which is filed as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated herein by reference.
TPGY expects to continue discussing with Engie Seller various alternatives with respect to the Business Combination. However, it is unclear whether and when necessary information, including the 2020 Audit, will be available to TPGY in order to potentially renegotiate the Business Combination’s economic and other terms. Significant uncertainty therefore exists regarding whether the Business Combination will ultimately be completed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| * |
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
Legend Information
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended the (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed merger of TPGY into New SPAC and the proposed acquisition of the common shares of EVBox Group by Dutch Holdco, Dutch Holdco’s and TPGY’s ability to consummate the Business Combination, as well as Dutch Holdco’s and TPGY’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Dutch Holdco and TPGY disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Dutch Holdco and TPGY caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Dutch Holdco and TPGY. These risks include, but are not limited to, (1) the existence of significant uncertainty regarding whether the Business Combination will ultimately be completed on the terms currently contemplated or at all; (2) the inability of EVBox Group to timely deliver the 2020 Audit; (3) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (4) risks related to the rollout of EVBox Group’s business and expansion strategy; (5) consumer failure to accept and adopt electric vehicles; (6) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated; (7) the possibility that EVBox Group’s technology and products could have defects or errors; (8) the effects of competition on EVBox Group’s future business; (9) the inability to successfully retain or recruit officers, key employees, or directors following the Business Combination; (10) effects on TPGY’s public securities’ liquidity and trading; (11) the market’s reaction to the Business Combination; (12) the lack of a market for TPGY’s securities; (13) TPGY’s and EVBox Group’s financial performance following the Business Combination; (14) costs related to the Business Combination; (15) changes in applicable laws or regulations; (16) the possibility that the novel coronavirus (“COVID-19”) may hinder TPGY’s ability to consummate the Business Combination; (17) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of TPGY, Dutch Holdco or EVBox Group; (18) the possibility that TPGY or EVBox Group may be adversely affected by other economic, business, and/or competitive factors; and (19) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the “SEC”) by TPGY. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Dutch Holdco’s and TPGY’s expectations and projections can be found in TPGY’s initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPGY’s periodic reports and other SEC filings are available publicly on the SEC’s website at http://www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information For Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
As permitted by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and in connection with the proposed Business Combination, Dutch Holdco has confidentially submitted a draft registration statement on Form F-4 (the “Registration Statement”) to the SEC, which draft Registration Statement includes a prospectus of Dutch Holdco and a proxy statement of TPGY. Dutch Holdco and TPGY also plan to confidentially submit or file other documents with the SEC regarding the Business Combination. If TPGY elects to proceed with the Business Combination and the Registration Statement is declared effective by the SEC at a later date, a definitive proxy statement/prospectus will thereafter be mailed to the shareholders of TPGY. INVESTORS AND SHAREHOLDERS OF TPGY ARE URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Dutch Holdco and TPGY once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
This is not a solicitation of a proxy from any investor or security holder. Dutch Holdco, TPGY, Engie Seller and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of TPGY in connection with the proposed transaction. Information about the directors and executive officers of TPGY is set forth in TPGY’s initial public offering prospectus, which was filed with the SEC on October 8, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Additional Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Dutch Holdco has confidentially submitted a draft Registration Statement on Form F-4 and the related proxy statement/prospectus with the SEC. Additionally, Dutch Holdco and TPGY will confidentially submit and/or file other relevant materials with the SEC in connection with the proposed Business Combination. Such materials may be obtained free of charge at the SEC’s website at www.sec.gov. However, please note that any materials that are confidentially submitted, including the draft Registration Statement, will not be publicly available until the first public filing of the same, as permitted by the JOBS Act. Investors and security holders of TPGY are urged to read the proxy statement/prospectus and the other relevant materials if and when they become available before making any voting or investment decision with respect to the proposed Business Combination because they will contain important information about the Business Combination and the parties to the Business Combination.
Dutch Holdco, TPGY, Engie Seller and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of TPGY’s stockholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of TPGY’s executive officers and directors in the solicitation by reading TPGY’s initial public offering prospectus, which was filed with the SEC on October 8, 2020, and the proxy statement and other relevant materials filed with the SEC in connection with the Business Combination if and when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the Business Combination if and when it becomes available.
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.
| TPG Pace Beneficial Finance Corp. | ||||||
| Date: June 1, 2021 | By: | /s/ Eduardo Tamraz | ||||
| Name: | Eduardo Tamraz | |||||
| Title: | Secretary | |||||
Exhibit 2.3
EXECUTION VERSION
SECOND AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Second Amendment”) is entered into as of May 31, 2021, by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with SPAC, Dutch Holdco, New SPAC, Seller and the Company, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of December 10, 2020, as amended by that certain First Amendment to Business Combination Agreement, dated as of March 15, 2021 (collectively, and as may be further amended, modified or supplemented from time to time, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement in accordance with Section 9.04 thereof as more fully set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
AGREEMENT
1. Amendments.
(a) Section 9.01(b) of the Agreement is hereby amended and restated in its entirety as follows:
(b) by either SPAC or Seller if the Closing shall not have occurred prior to August 6, 2021 (subject to extension as set forth below, the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date; provided, further, that SPAC, in its sole discretion, shall be entitled to extend the Outside Date until the satisfaction of the condition to Closing set forth in Section 8.01(h);
(b) Section 9.01 of the Agreement is hereby amended by the addition of the following Section 9.01(g):
(g) by SPAC in its sole discretion at any time (x) during the fifteen (15) Business Day period following the date on which the Company delivers to SPAC copies of its audited financial statements as of and for the year ended December 31, 2020 pursuant to Section 7.13(f) and Section 8.02(e), together with the associated audit reports and executed audit opinion of the Company’s independent registered public accounting firm (collectively, the “2020 Audit”) or (y) following the Outside Date to the extent the Company has not delivered the 2020 Audit to SPAC as of such time.
(c) Section 9.03 of the Agreement is hereby amended and restated in its entirety as follows:
SECTION 9.03 Expenses. Except as set forth in this Section 9.03 or as otherwise set forth in this Agreement (including Section 7.13), all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses; provided that if the Closing shall occur, Dutch Holdco shall pay or cause to be paid, (i) the SPAC Transaction Expenses and (ii) except as set forth in this Agreement (including Section 7.13), the Company Transaction Expenses; provided, further, that in the event that this Agreement is terminated in accordance with Section 9.01, as a reimbursement of certain expenses incurred and to be incurred by SPAC in connection with this Agreement and the Transactions, Seller shall make or cause to be made to SPAC, within twelve (12) Business Days of such termination, (x) a cash payment equal to EUR 4,500,000 by wire transfer of immediately available funds to an account designated in writing by SPAC and (y) an additional cash payment equal to EUR 6,000,000 (or EUR 7,500,000 if SPAC and Seller had mutually agreed to extend the Outside Date to August 31, 2021 or a later date prior to such termination) by wire transfer of immediately available funds to an account designated in writing by SPAC in the event that, as of the time of such termination, (1) the Company has failed to deliver the 2020 Audit to SPAC or (2) (A) SPAC has delivered to Seller prior to the date of such termination a bona fide written proposal that it believes reflects a good faith offer regarding the terms (including revised economic terms) of the transactions contemplated by this Agreement, taking into account the revisions to the Company’s financial statements, outlook and liabilities subsequent to December 10, 2020 and the terms of any remediation plan proposed by Seller, and (B) such offer has not been accepted by Seller. SPAC shall use commercially reasonable efforts following any such termination to deliver reasonable documentation of its transaction expenses. The cash payments contemplated by clauses (x) and (y) of this Section 9.03 shall be referred herein as the “Expenses Reimbursement.”
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(d) Section 7.09 of the Agreement is hereby amended and restated in its entirety as follows:
SECTION 7.09 Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by each of SPAC and Seller. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of the New York Stock Exchange (i) each Party shall consult with each other Party before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement and the Transactions, and (ii) shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other Parties. Furthermore, nothing contained in this Section 7.09 shall prevent SPAC or the Company and/or their respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other Party in accordance with this Section 7.09. For the avoidance of doubt, in case this Agreement is terminated pursuant to Section 9.01, any press release or other public statements made by any Party in connection with or following such termination shall be made in accordance with this Section 7.09.
2. Confirmation. Except as otherwise provided herein, the provisions of the Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Second Amendment.
3. Governing Law; Waiver of Jury Trial. Section 10.06 and Section 10.07 of the Agreement are hereby incorporated by reference into this Second Amendment, mutatis mutandis.
4. Headings. The descriptive headings contained in this Second Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Second Amendment.
5. Counterparts. This Second Amendment may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, SPAC, Dutch Holdco, New SPAC, Seller and the Company have caused this Second Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| TPG PACE BENEFICIAL FINANCE CORP. | ||
| By | /s/ Eduardo Tamraz | |
| Name: | Eduardo Tamraz | |
| Title: | Secretary | |
| EDISON HOLDCO B.V. | ||
| By | /s/ Eduardo Tamraz | |
| Name: | Eduardo Tamraz | |
| Title: | Managing Director | |
| NEW TPG PACE BENEFICIAL FINANCE CORP. | ||
| By | /s/ Michael LaGatta | |
| Name: | Michael LaGatta | |
| Title: | Vice President | |
SIGNATURE PAGE TO
SECOND AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
| ENGIE NEW BUSINESS S.A.S. | ||
| By | /s/ Yves Le Gélard | |
| Name: | Yves Le Gélard | |
| Title: | Chairman | |
SIGNATURE PAGE TO
SECOND AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
| EV CHARGED B.V. | ||
| By | /s/ Hugo Pereira | |
| Name: | Hugo Pereira | |
| Title: | Director | |
| By | /s/ Peter Van Praet | |
| Name: | Peter Van Praet | |
| Title: | Director |
SIGNATURE PAGE TO
SECOND AMENDMENT TO
BUSINESS COMBINATION AGREEMENT