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): February 10, 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) |
(I.R.S. 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-commencements 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 |
Name of each exchange | ||
| 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. ☐
| Item 7.01 | Regulation FD Disclosure |
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 (the “Company”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and wholly owned subsidiary of the Company (“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 (the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things, the Company 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.
A copy of a press release announcing Koch Strategic Platforms’ investment in EVBox Group is furnished as Exhibit 99.1 hereto.
The information furnished in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
| Item 8.01 | Other Events |
The information set forth in Item 7.01 is incorporated by reference herein to the extent required.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated February 10, 2021 | |
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 and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the proposed merger of the Company into New SPAC and the proposed acquisition of the common shares of EVBox Group by Dutch Holdco, Dutch Holdco’s and the Company’s ability to consummate the transaction, the benefits of the transaction and Dutch Holdco’s future financial performance following the transaction, as well as Dutch Holdco’s and the Company’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 the Company 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 the Company 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
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the Company. These risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed business combination; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) risks related to the rollout of EVBox Group’s business and expansion strategy; (4) consumer failure to accept and adopt electric vehicles; (5) 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; (6) the possibility that EVBox Group’s technology and products could have undetected defects or errors; (7) the effects of competition on EVBox Group’s future business; (8) the inability to successfully retain or recruit officers, key employees, or directors following the proposed business combination; (9) effects on the Company’s public securities’ liquidity and trading; (10) the market’s reaction to the proposed business combination; (11) the lack of a market for the Company’s securities; (12) the Company’s and EVBox Group’s financial performance following the proposed business combination; (13) costs related to the proposed business combination; (14) changes in applicable laws or regulations; (15) the possibility that the novel coronavirus (“COVID-19”) may hinder the Company’s ability to consummate the business combination; (16) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of the Company, Dutch Holdco or EVBox Group; (17) the possibility that the Company or EVBox Group may be adversely affected by other economic, business, and/or competitive factors; and (18) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by the Company. 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 the Company’s expectations and projections can be found in the Company’s initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, the Company’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 Current Report on Form 8-K 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.
In connection with the proposed business combination, Dutch Holdco will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which will include a prospectus of Dutch Holdco and a proxy statement of the Company. Dutch Holdco and the Company also plan to file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE 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 the Company 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, the Company, Engie S.A. (“Engie Parent”) and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the proposed transaction. Information
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about the directors and executive officers of the Company is set forth in the Company’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 will file a registration statement on Form F-4 and the related proxy statement/prospectus with the SEC. Additionally, Dutch Holdco and the Company will file other relevant materials with the SEC in connection with the proposed merger of the Company into New SPAC and the proposed acquisition from Engie Parent of the common shares of EVBox Group by Dutch Holdco. The materials to be filed by Dutch Holdco and the Company with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of the Company are urged to read the proxy statement/prospectus and the other relevant materials 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, the Company, Engie Parent and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company’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 the Company’s executive officers and directors in the solicitation by reading the Company’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 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 when it becomes available.
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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.
| TPG Pace Beneficial Finance Corp. | ||||||
| Date: February 10, 2021 | ||||||
| By: | /s/ Eduardo Tamraz | |||||
| Name: | Eduardo Tamraz | |||||
| Title: | Secretary | |||||
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Exhibit 99.1
KOCH ANNOUNCES STRATEGIC PARTNERSHIP WITH EVBOX GROUP, INDUSTRY LEADER IN EV CHARGING SOLUTIONS
Strategic Partnership Follows PIPE Investment in EVBox’s Planned Business Combination with TPG Pace Beneficial Finance Corp.
Wichita, KS – February 10 2021 – Koch Strategic Platforms (“KSP”), a subsidiary of Koch Investments, announced today a strategic partnership with EVBox, a pioneer in the development of electric vehicle (“EV”) charging station solutions. KSP is a newly formed group created to evaluate growth opportunities and investments in companies working in “new economy” areas. KSP aims to be the preferred partner beyond capital investment by leveraging the resources and capabilities of Koch Industries – not only creating new platforms for Koch but also accelerating growth for companies in which it invests.
Founded in the Netherlands with offices across Europe and North America, EVBox recently agreed to a business combination with TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS), which will result in the company being publicly listed on the NYSE and provide it with growth capital for expansion. Koch Investments is participating in that transaction as an investor in TPG Pace’s fully committed Private Investment in Public Equity (“PIPE”), which will provide EVBox with additional growth capital to expand its reach globally.
As part of the partnership, KSP will help EVBox continue to scale its operations across North America. KSP and EVBox will explore opportunities to leverage the power of Koch companies’ leading market positions to accelerate the growth of EVBox in the United States and around the world. The two companies will look to collaborate on matters ranging from software and hardware technology integration, project management, operations excellence, and domestic sales and marketing.
Additionally, the companies will evaluate charging station installations at various Koch corporate locations around the world. Koch Industries is the largest privately held company in North America with more than $115 billion in revenue, according to Forbes, and more than 122,000 employees globally.
“Koch is very excited to invest in and partner with EVBox as it continues to grow and build on its strong momentum,” said Steve Feilmeier, President of Koch Investments. “For over a decade, EVBox has been a global leader in charging strategies and solutions, having shipped more than 200,000 charge points to customers in 70 countries. With its market-leading, flexible architecture software-enabled platform designed to meet the needs of a broad range of customer segments, EVBox is an ideal candidate for rapid expansion in the U.S.”
“As we position EVBox for global expansion, this partnership with KSP will provide us with tremendous insights and strategic growth opportunities to bring our market-leading charging solutions to the United States and beyond, while empowering KSP to help accelerate transformative energy solutions for consumers across the globe,” said Kristof Vereenooghe, President and CEO of EVBox Group. “Our mutual focus on developing innovative products and services that improve lives and consume fewer resources, combined with TPG Pace’s extensive track record of supporting high-growth ESG companies, will further position EVBox to accelerate the next step in its growth strategy as the world moves toward EV adoption globally.”
“The world continues to see significant change as technology and innovation impact everything we do,” says David Park, President of Koch Strategic Platforms. “Our investment in EVBox demonstrates Koch’s continuous commitment to evaluating specific industries for potential investment opportunities, including the energy transformation space.”
The strategic relationship with EVBox represents a broader developing relationship between Koch Investments and TPG Pace. Koch Investments also participated in the recent TPG Pace transaction with Nerdy (NYSE: PACE), leading direct-to-consumer, curated gig economy platform for live online learning benefiting both learners and experts.
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About Koch Strategic Platforms
With offices in Atlanta and Wichita, KSP desires to be the preferred investment partner with growth focused, strategic companies who are innovating in “new economy” industries. Created in 2020, the KSP team pursues public and private investments with companies where long-term mutual benefit can be realized.
About EVBox Group
Founded in 2010, EVBox Group empowers forward-thinking businesses to build a sustainable future by providing flexible and scalable electric vehicle charging solutions. With its extensive portfolio of commercial and ultra-fast EVBox charging stations, as well as scalable charging management software engineered by Everon, EVBox Group ensures that electric mobility is accessible to everyone.
EVBox Group is a leader in R&D, with facilities across Europe and North America developing groundbreaking electric vehicle charging technology. With offices across the globe, including Amsterdam, Bordeaux, Munich, and Chicago, and strong foundations in dozens of markets, EVBox Group is working to shape a sustainable future of transportation.
In 2021, EVBox Group will become a public company listed on the New York Stock Exchange via a business combination with TPG Pace Beneficial Finance (NYSE: TPGY) and initial investors BlackRock, Inclusive Capital, Neuberger Berman Funds, and Wellington Management.
About TPG Pace Group and TPG Pace Beneficial Finance
TPG Pace Group is TPG’s dedicated permanent capital platform. TPG Pace Group has a long-term, patient, and highly flexible investor base, allowing it to seek compelling opportunities that will thrive in the public markets. TPG Pace Group has sponsored five special purpose acquisition companies (“SPACs”) and raised more than $3 billion since 2015.
TPG Pace Beneficial Finance raised $350 million in its October 2020 IPO in order to seek a business combination target that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance (“ESG”) principles and practices. For more information, visit https://www.tpg.com/pace-beneficial-finance.