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): August 6, 2021

 

 

TPG PACE BENEFICIAL FINANCE CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39596   98-1499840

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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:

 

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)

 

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:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

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 “BCA” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, TPGY would merge with and into New SPAC, with New SPAC surviving as a wholly owned subsidiary of Dutch Holdco, and immediately thereafter, Engie Seller would, 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 August 6, 2021, TPGY, Dutch Holdco, New SPAC, Engie Seller and EVBox Group entered into that certain Third Amendment to the BCA (the “Third 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 BCA) from August 6, 2021 to December 31, 2021, (ii) provided TPGY the right to terminate the BCA in its sole discretion at any time during the fifteen business day period following the date on which EVBox Group delivers to TPGY the Interim Unaudited Financial Statements (as defined in the Third Amendment), in addition to TPGY’s existing right to terminate the BCA during the fifteen business day period following its receipt of the 2020 Audit (as defined in the BCA), in each case subject to extension in certain circumstances, (iii) provided TPGY with the ability to (a) release the investors under the Subscription Agreements and Forward Purchase Agreements (each, as defined the BCA) from their respective obligations under such agreements and (b) enter into certain replacement financing arrangements relating to the Business Combination, (iv) replaced the closing condition that TPGY have at least $250 million in Available Cash (as defined in the BCA) with a new closing condition that TPGY have at least an amount of Available Cash (as defined in the BCA) to be mutually agreed by SPAC and Engie Seller, (v) amended the terms of Engie Seller’s expense reimbursement obligations to provide TPGY with the right to be reimbursed by Engie Seller, in the event the BCA is terminated by any party for any reason, in an amount equal to EUR 12 million, which amount shall be increased by EUR 3 million if EVBox Group fails to deliver both the 2020 Audit and the Interim Unaudited Financial Statements to TPGY on or before October 22, 2021, and (vi) revised certain other provisions of the BCA as needed to reflect the implementation of the amendments described in the foregoing clauses (i) through (v).

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Third Amendment, a copy of which is filed as Exhibit 2.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

In connection with entry into the Third Amendment, TPGY and Engie Seller discussed certain related updates regarding the status of the pending Business Combination. In that regard, TPGY and Engie Seller continue to obtain additional and updated information regarding the business of EVBox Group, including information indicating that the existing audited financial statements of EVBox Group as of and for the year ended December 31, 2019, might require restatement prior to the completion of the audited financial statements of EVBox Group as of and for the year ended December 31, 2020. TPGY and Engie Seller intend to continue to collaborate on the development of a revised business plan and financial forecast for EVBox Group that reflects, among other things, this additional and updated information regarding the business of EVBox Group, as well as the delay in the closing of the Business Combination and EVBox Group’s separation from Engie Seller as a fully independent, publicly traded company following the closing of the Business Combination.

As a result of the foregoing, TPGY does not consider the previously released financial and operating guidance for EVBox Group for future periods to be reliable indicators of EVBox Group’s expected future financial performance (specifically, the financial and operating guidance filed by TPGY as part of its Current Report on Form 8-K filed on December 10, 2020 or any subsequent reproductions of such guidance).


TPGY and Engie Seller intend to continue negotiations on potential further amendments to the BCA to reflect the ongoing work to develop a revised business plan and financial forecast for EVBox Group. In the event that TPGY and Engie Seller are able to mutually agree on terms for a renegotiated BCA, TPGY and Engie Seller expect to work toward completing the Business Combination in late 2021 or during the first half of 2022. However, due to the factors mentioned above and factors previously disclosed in the Company’s Current Report on Form 8-K filed on May 17, 2021, including the continued delay in the delivery of the audited financial statements for EVBox Group as of and for the year ended December 31, 2020, there continue to be significant uncertainties regarding the likelihood that 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:

 

Exhibit
No.

  

Description of Exhibits

2.1*    Business Combination Agreement, dated as of December  10, 2020, by and among TPG Pace Beneficial Finance Corp., EV Charged B.V., Edison Holdco B.V. and New TPG Pace Beneficial Finance Corp. (incorporated herein by reference to Exhibit 2.1 filed with TPGY’s Form 8-K filed by TPGY on December 10, 2020 (File No. 001-39596))
2.2*    First Amendment to Business Combination Agreement, dated as of March  15, 2021, by and among TPG Pace Beneficial Finance Corp., EV Charged B.V., Edison Holdco B.V. and New TPG Pace Beneficial Finance Corp. (incorporated herein by reference to Exhibit 2.2 filed with TPGY’s Form 8-K filed by TPGY on March 19, 2021 (File No. 001-39596))
2.3    Second Amendment to Business Combination Agreement, dated as of May  31, 2021, by and among TPG Pace Beneficial Finance Corp., EV Charged B.V., Edison Holdco B.V. and New TPG Pace Beneficial Finance Corp. (incorporated herein by reference to Exhibit 2.3 filed with TPGY’s Form 8-K filed by TPGY on June 1, 2021 (File No. 001-39596))
2.4    Third Amendment to Business Combination Agreement, dated as of August 6, 2021, by and among TPG Pace Beneficial Finance Corp., EV Charged B.V., Edison Holdco B.V. and New TPG Pace Beneficial Finance Corp.

 

*

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 and the fact that the existing audited financial statements of EVBox Group as of and for the year ended December 31, 2019, might require restatement prior to the completion of 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: August 6, 2021     By:  

/s/ Eduardo Tamraz

    Name:   Eduardo Tamraz
    Title:   Secretary

Exhibit 2.4

THIRD AMENDMENT TO

BUSINESS COMBINATION AGREEMENT

This THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Third Amendment”) is entered into as of August 6, 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 and Seller, 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 and that certain Second Amendment to Business Combination Agreement dated as of May 31, 2021 (collectively, and as may be further amended, modified or supplemented from time to time, the “Agreement”);

WHEREAS, the Parties acknowledge that the 2020 Audit has not been completed on or before August 6, 2021, and uncertainty persists regarding the timing for completion of the Company’s interim unaudited financial statements for each of the six months ended June 30, 2021 and 2020, as required to be delivered by Seller to SPAC by Section 8.02(e) of the Agreement;

WHEREAS, the Parties acknowledge that the extended delay in the Closing is beyond the reasonable expectations of the Investors in the Private Placements and the investors under the Forward Purchase Agreements and therefore such investors should be released from their obligations under the Subscription Agreements and the Forward Purchase Agreements, respectively;

WHEREAS, the Parties acknowledge that the Transactions, including the economic terms thereof, will need to be renegotiated to reflect the revised expectations of the Company’s projected performance once the 2020 Audit and the Interim Unaudited Financial Statements (as defined herein) have been completed and delivered; 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) The following terms in Section 1.01 of the Agreement are hereby amended and restated in their entirety as follows:

Ancillary Agreements” means the Registration Rights Agreement, the Shareholders’ Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Dutch Holdco, New SPAC, Seller or the Company in connection with the Transactions and specifically contemplated by this Agreement, including, for the avoidance of doubt, any New Forward Purchase Agreement and New Subscription Agreement entered into after the date hereof.

Available Financing Proceeds” shall equal, as of Closing, the net cash proceeds to SPAC resulting from the New Subscription Agreements and New Forward Purchase Agreements. For the avoidance of doubt, if SPAC does not enter into any New Subscription Agreement or New Forward Purchase Agreement, the Available Financing Proceeds shall be nil.

(b) Section 1.01 of the Agreement is hereby amended to include the following new terms:

Interim Unaudited Financial Statements” means the interim unaudited financial statements of the Company for the six months ended June 30, 2021, including an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2021, and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the six months then ended, in each case prepared in accordance with GAAP and having been reviewed by the Company’s external accountants under the Statement on Auditing Standards No. 100 (Interim Financial Information) issued by the Auditing Standards Board of the American Institute of Certified Public Accountants.

Sufficient Cash” means an amount to be mutually agreed in writing by SPAC and Seller.

(c) The following terms are hereby added to Section 1.02 of the Agreement:

 

Defined Term

  

Location of Definition

New Forward Purchase Agreements    § 7.08(c)
New Private Placements    § 7.08(c)
New Subscription Agreements    § 7.08(c)

 

2


(d) Section 2.01(b)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

(iii) Each SPAC Founders Share shall be cancelled in exchange for consideration consisting of the right to receive one (1) validly issued, fully paid and non-assessable Class F ordinary share of New SPAC, par value $0.0001 per share (each, a “New SPAC Founders Share”), each of which New SPAC Founders Share shall be issued to the Exchange Agent and exchanged for the right to receive one (1) validly issued, fully paid and non-assessable founder share of Dutch Holdco, par value EUR 0.01 per share (each, a “Dutch Holdco Founders Share”) against a contribution in kind to Dutch Holdco pursuant to and in accordance with Section 2.04, each of which Dutch Holdco Founders Share will be held by the Exchange Agent for the benefit of the former holders of SPAC Founders Shares and will, immediately following the issuance of such Dutch Holdco Founders Shares to the Exchange Agent, pursuant to a resolution to be adopted by SPAC prior to Closing in its capacity as sole shareholder of Dutch Holdco and in accordance with the conversion ratio described below, convert into a number of validly issued, fully paid and non-assessable Dutch Holdco Common Shares, to be held by the Exchange Agent for the benefit of the former holders of SPAC Founders Shares, provided that the conversion ratio mentioned above will be (A) consistent with the conversion ratio set forth in Article 17 (including Article 17.3) of the SPAC Articles of Association (assuming for such purpose that such Dutch Holdco Founders Shares were SPAC Founders Shares and the Transactions contemplated hereby were consummated by SPAC as the Business Combination (as defined in the SPAC Articles of Association)), (B) subject to the Waiver Agreement (which shall be executed by each holder of SPAC Founders Shares) and (C) established such that, if the total number of Dutch Holdco Common Shares resulting from the conversion of the Dutch Holdco Founders Shares would result in a fractional Dutch Holdco Common Share, the conversion ratio is adjusted as needed for such fraction to be rounded to the nearest whole number.

(e) Section 2.03 of the Agreement is hereby amended and restated in its entirety as follows:

SECTION 2.03 Closing.

(a) Closing. Upon the terms and subject to the conditions of this Agreement, the closing of the Transactions (the “Closing”) shall take place remotely by the exchange of closing deliverables and the taking of the closing actions contemplated by Section 2.03(b) (except in the case of the payments contemplated by Section 2.03(b), which shall be made as promptly as practicable after such time), which shall occur on the fourth (4th) Business Day after the satisfaction (or waiver in accordance with this Agreement) of the last to occur of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver, of such conditions at the Closing) unless another date or place is agreed to in writing by the Parties (such date on which the Closing occurs, the “Closing Date”).

 

3


(b) Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:

(i) to the extent SPAC entered into any New Subscription Agreement after the date hereof, the Investors shall purchase, and SPAC shall issue and sell to the Investors, as applicable, the number of SPAC Class A Common Shares set forth in the New Subscription Agreement against payment of the amounts set forth in the New Subscription Agreements;

(ii) to the extent SPAC entered into any New Forward Purchase Agreement after the date hereof, the investors party to the New Forward Purchase Agreements shall purchase, and SPAC shall issue and sell to such investors, the number of SPAC Class A Common Shares set forth in the New Forward Purchase Agreements against payments of the amounts set forth in the New Forward Purchase Agreements;

(iii) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights;

(iv) SPAC shall consummate the Dutch Holdco Contribution;

(v) SPAC, as the sole shareholder of Dutch Holdco, shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the conversion of Dutch Holdco in combination with the amendments to the articles of association of Dutch Holdco and such other corporate governance matters of Dutch Holdco as the Parties may mutually agree;

(vi) the notarial deed of conversion and amendment of articles of association of Dutch Holdco shall be executed before the Civil Law Notary, pursuant to which (1) Dutch Holdco shall be converted into a Dutch public limited liability company (naamloze vennootschap) and (2) the articles of association and bylaws of Dutch Holdco shall be amended in the form of Exhibit D (the “Dutch Holdco Articles”);

(vii) the Plan of Merger and all other ancillary documents required in connection with the SPAC Merger (the “SPAC Merger Documents”), shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Law (2020 Revision) (the “Cayman Islands Companies Law”) and filed with the Registrar of Companies of the Cayman Islands (the “Registrar”);

(viii) (A) Seller shall, directly or indirectly, transfer to Dutch Holdco, and Dutch Holdco shall accept from Seller, directly or indirectly, the Purchased Shares by means of the execution of a notarial deed of transfer before the Civil Law Notary and (B) in exchange therefor, Dutch Holdco shall deliver the Cash Consideration by wire transfer of immediately available funds in U.S. dollars to an account or accounts designated by Seller and in exchange for the Purchased Shares;

(ix) Dutch Holdco shall issue and deliver to Seller the Share Consideration to be made in favor of Seller in exchange for the contribution by Seller to Dutch Holdco of all of the issued and outstanding Company Shares (other than the Purchased Shares); and

(x) Seller shall transfer to Dutch Holdco as a contribution in kind to pay-up the Dutch Holdco Common Shares issued as the Share Consideration, and Dutch Holdco shall accept from Seller, all of the issued and outstanding Company Shares (other than the Purchased Shares) by means of the execution of a notarial deed of transfer before the Civil Law Notary.

 

4


(c) Closing Deliverables. At the Closing:

(i) Seller shall deliver (or cause to be delivered) to SPAC and Dutch Holdco:

(A) a counterpart of each Ancillary Agreement to be executed prior to or at the Closing by Seller or any of its Affiliates, duly executed by Seller or its Affiliate, as applicable; and

(B) A duly executed power of attorney on behalf of each of Seller and the Company with respect to the transfer of the Company Shares and such other documentation as required by the Civil Law Notary in order to execute the relevant notarial deeds at the Closing.

(ii) SPAC shall deliver (or cause to be delivered) to Seller:

(A) a counterpart of each Ancillary Agreement to be executed prior to or at the Closing by SPAC, Dutch Holdco or New SPAC, duly executed by SPAC, Dutch Holdco or New SPAC, as applicable; and

(B) a duly executed power of attorney on behalf of Dutch Holdco with respect to the transfer of the Company Shares and such other documentation as required by the Civil Law Notary in order to execute the relevant notarial deeds at the Closing.

(f) The first sentence of Section 6.02 of the Agreement is hereby amended to replace the usage of the terms “Subscription Agreements” and “Private Placements” with the terms “New Subscription Agreements” and “New Private Placements”.

(g) Section 6.02(a)(iv) of the Agreement is hereby amended and restated in its entirety as follows:

(iv) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC, Dutch Holdco or New SPAC, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of SPAC, Dutch Holdco or New SPAC, except (i) in connection with conversion of the SPAC Founders Shares pursuant to the SPAC Organizational Documents and in connection with a loan from the Sponsor or an Affiliate thereof or certain of SPAC’s officers and directors to finance SPAC’s transaction costs in connection with the transactions contemplated hereby and (ii) in connection with the New Subscription Agreements and the New Private Placements;

 

5


(h) Section 6.02(b) of the Agreement is hereby amended and restated in its entirety as follows:

(b) Notwithstanding anything to the contrary in this Agreement, SPAC shall be entitled, in its sole discretion, to elect to terminate the Subscription Agreements and the Forward Purchase Agreements and release the Investors and the investors under the Forward Purchase Agreements from any obligations thereunder, including in connection with the Private Placements.

(i) Section 7.02(d) of the Agreement is hereby amended by replacing the reference to “Private Placement” with the term “New Private Placements”.

(j) Section 7.08(c) of the Agreement is hereby amended and restated in its entirety as follows:

(c) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, SPAC, in its sole discretion, may enter into subscription agreements (“New Subscription Agreements”) and forward purchase agreements (“New Forward Purchase Agreements”) with investors pursuant to which such investors, upon the terms and subject to the conditions set forth therein, which shall be reasonably satisfactory to Seller, may agree to purchase Dutch Holdco Common Shares at a purchase price of not less than $10.00 per Dutch Holdco Common Share, in each case in one or more private placements (collectively, the “New Private Placements”) occurring concurrently with the consummation of the Transactions; provided, that the foregoing transactions shall not result in issuances of Dutch Holdco Common Shares resulting in aggregate proceeds of greater than $325,000,000. In the event that SPAC elects to pursue any New Private Placement, Seller and the Company shall use reasonable best efforts to cooperate with SPAC in connection with such New Private Placements. The Parties acknowledge and agree that the representations and warranties in Article V shall be deemed qualified by the New Subscription Agreements, the New Forward Purchase Agreements and the New Private Placements.

(k) A new Section 7.08(d) is hereby added as follows:

(d) SPAC shall not, without the prior written consent of Seller, permit or consent to any amendment, supplement or modification to any New Subscription Agreement or New Forward Purchase Agreement if such amendment, supplement or modification adversely impacts Seller, the Company or Dutch Holdco in any material respect.

(l) Section 8.01(e) of the Agreement is hereby amended and restated in its entirety as follows:

(e) Sufficient Cash. (i) SPAC and Seller shall have determined the Sufficient Cash and (ii) the Available Cash immediately prior to the Closing shall not be less than the Sufficient Cash.

(m) Section 8.01(f) of the Agreement is hereby amended by replacing the reference to “Private Placements” with the term “New Private Placements”.

(n) 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 December 31, 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

 

6


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);

(o) Section 9.01(g) of the Agreement is hereby amended and restated in its entirety as follows:

(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 final but unexecuted audit opinion of the Company’s independent registered public accounting firm, which has been through such firm’s completed internal audit processes and the execution of which is contingent only upon execution and delivery of a customary management letter of representation (provided that the Company shall use its best efforts to cause the delivery of such management letter of representation; and provided further that if such letter of representation is not so delivered within two (2) Business Days of request by SPAC therefor then such fifteen (15) Business Day period shall be extended, and such financial statements shall be deemed to not have been delivered hereunder, until such time as such letter of representation is so delivered) (collectively, the “2020 Audit”), (y) during the fifteen (15) Business Day period following the date on which the Company delivers to SPAC copies of the Interim Unaudited Financial Statements, together with the associated final but unexecuted review report of the Company’s independent registered public accounting firm, which has been through such firm’s completed internal review processes and the execution of which is contingent only upon execution and delivery of a customary management letter of representation (provided that the Company shall use its best efforts to cause the delivery of such management letter of representation; and provided further that if such letter of representation is not so delivered within two (2) Business Days of request by SPAC therefor then such fifteen (15) Business Day period shall be extended, and such financial statements shall be deemed to not have been delivered hereunder, until such time as such letter of representation is so delivered), or (z) following the Outside Date to the extent the Company has not delivered the 2020 Audit and the Interim Unaudited Financial Statements to SPAC as of such time.

(p) 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)

 

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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 for any reason, 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 12,000,000 by wire transfer of immediately available funds to an account designated in writing by SPAC and (y) an additional cash payment equal to EUR 3,000,000 by wire transfer or immediately available funds to an account designated in writing by SPAC in the event that the Company has failed to deliver both the 2020 Audit and the Interim Unaudited Financials to SPAC on or before October 22, 2021. 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) this Section 9.03 shall be referred herein as the “Expenses Reimbursement.”

(q) Exhibit E of the Agreement is hereby deleted from the Agreement in its entirety.

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 Third 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 Third Amendment, mutatis mutandis.

4. Headings. The descriptive headings contained in this Third Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Third Amendment.

5. Counterparts. This Third 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 Third 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

THIRD 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

THIRD AMENDMENT TO

BUSINESS COMBINATION AGREEMENT


EV CHARGED B.V.
By  

/s/ Remco Samuels

Name:  

Remco Samuels

Title:   Director
By  

/s/ Karl Wagner

Name:   Karl Wagner
Title:   Director

 

SIGNATURE PAGE TO

THIRD AMENDMENT TO

BUSINESS COMBINATION AGREEMENT