|
Cayman Islands
|
| |
6770
|
| |
98-1574680
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number)
301 Commerce St., Suite 3300
Fort Worth, TX 76102 Telephone: (212) 405-8458 |
| |
(I.R.S. Employer
Identification Number) |
|
|
Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
| |
Paul D. Tropp, Esq.
Christopher Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 |
|
| | |
Per
Share |
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 450,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 24,750,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 425,250,000 | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 43 | | | |
| | | | 44 | | | |
| | | | 45 | | | |
| | | | 85 | | | |
| | | | 89 | | | |
| | | | 90 | | | |
| | | | 93 | | | |
| | | | 94 | | | |
| | | | 101 | | | |
| | | | 136 | | | |
| | | | 150 | | | |
| | | | 154 | | | |
| | | | 157 | | | |
| | | | 175 | | | |
| | | | 183 | | | |
| | | | 193 | | | |
| | | | 193 | | | |
| | | | 193 | | | |
| | | | F-1 | | |
| | |
January 8,
2021 |
| |||
| | |
Actual
|
| |||
Balance Sheet Data: | | | | | | | |
Total assets
|
| | | $ | 58,334 | | |
Total liabilities
|
| | | $ | 42,104 | | |
Working capital
|
| | | $ | (17,104) | | |
Value of ordinary shares that may be redeemed in connection with our initial business
combination ($10.00 per share) |
| | | $ | — | | |
Shareholder’s equity
|
| | | $ | 16,230 | | |
|
Public shares
|
| | | | 45,000,000 | | |
|
Founder shares.
|
| | | | 16,100,000 | | |
|
Total shares
|
| | | | 61,100,000 | | |
|
Total funds in trust available for initial business combination(1)
|
| | | $ | 450,000,000 | | |
|
Implied value per share
|
| | | $ | 7.36 | | |
|
Public shareholders’ investment per share
|
| | | $ | 10.00 | | |
|
Founder’s investment per share(2)
|
| | | $ | 0.002 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from shares offered to public(1)
|
| | | $ | 450,000,000 | | | | | $ | 517,500,000 | | |
Gross proceeds from private placement shares offered in the private placement
|
| | | | 11,000,000 | | | | | | 12,350,000 | | |
Total gross proceeds
|
| | | $ | 461,000,000 | | | | | $ | 529,850,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from shares offered to public, excluding deferred portion)(3)(4)
|
| | | $ | 9,000,000 | | | | | $ | 10,350,000 | | |
Legal fees and expenses
|
| | | $ | 400,000 | | | | | $ | 400,000 | | |
Accounting fees and expenses
|
| | | | 100,000 | | | | | | 100,000 | | |
SEC Expenses
|
| | | | 25,093 | | | | | | 25,093 | | |
Financial Industry Regulatory Authority (“FINRA”) Expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Travel and road show
|
| | | | 5,000 | | | | | | 5,000 | | |
Directors and officers insurance(5)
|
| | | | 200,000 | | | | | | 200,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous expenses
|
| | | | 49,907 | | | | | | 49,907 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 900,000 | | | | | $ | 900,000 | | |
Proceeds after offering expenses
|
| | | $ | 451,100,000 | | | | | $ | 518,600,000 | | |
Held in trust account(3)
|
| | | $ | 450,000,000 | | | | | $ | 517,500,000 | | |
% of public offering size
|
| | |
|
100%
|
| | | |
|
100%
|
| |
Not held in trust account(2)
|
| | | $ | 1,100,000 | | | | | $ | 1,100,000 | | |
| | |
Without
Over-Allotment |
| |||
Public offering price
|
| | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | 0.0008 | | |
Increase attributable to public shareholders
|
| | | | 10.91 | | |
Decrease attributable to public shareholders
|
| | | | (10.00) | | |
Pro forma net tangible book value after this offering and the sale of the private placement shares
|
| | | $ | (0.91) | | |
Dilution to public shareholders
|
| | | $ | 10.91 | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Shareholders(1)(2)
|
| | | | 15,000,000 | | | | | | 24.55% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.002 | | |
Private Placement Shares
|
| | | | 1,100,000 | | | | | | 1.80 % | | | | | $ | 11,000,000 | | | | | | 2.39% | | | | | $ | 10.00 | | |
Public Shareholders
|
| | | | 45,000,000 | | | | | | 73.65% | | | | | | 450,000,000 | | | | | | 97.61% | | | | | $ | 10.00 | | |
| | | | | 61,100,000 | | | | | | 100.0% | | | | | $ | 461,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-Allotment |
| |||
Numerator: | | | | | | | |
Net tangible book value before this offering
|
| | | $ | 16,230 | | |
Net proceeds from this offering and sale of the private placement shares(1)
|
| | | | 451,100,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | — | | |
Less: Deferred underwriting commissions
|
| | | | (15,750,000) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (450,000,000) | | |
| | | | $ | (14,633,770) | | |
Denominator: | | | | | | | |
Class F ordinary shares outstanding prior to this offering
|
| | | | 20,000,000 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (15,000,000) | | |
Class G ordinary shares outstanding prior to this offering
|
| | | | 10,000,000 | | |
Private placement shares
|
| | | | 1,100,000 | | |
Class A ordinary shares offered
|
| | | | 45,000,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (45,000,000) | | |
| | | | | 16,100,000 | | |
Pro forma net tangible book value after IPO and sale of Private Placement Shares
|
| | | | (0.91) | | |
| | |
January 8, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 15,750,000 | | |
Notes payable(2)
|
| | | | — | | | | | | 750,000 | | |
Class A ordinary shares, subject to redemption(3)
|
| | | | — | | | | | | 450,000,000 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted)
|
| | | | — | | | | | | — | | |
Ordinary shares, $0.0001 par value, 550,000,000 shares authorized (actual); 560,000,000 shares authorized (as adjusted)
|
| | | | | | | | | | | | |
Class A ordinary shares, 500,000,000 shares authorized (actual and
as adjusted); no shares issued or outstanding (actual); 1,100,000 shares issued and outstanding (excluding 45,000,000 shares subject to redemption) (as adjusted) |
| | | | — | | | | | | 110 | | |
Class F ordinary shares, 50,000,000 shares authorized, 20,000,000 shares issued and outstanding (actual); 30,000,000 shares authorized, 5,000,000 shares issued and outstanding (as adjusted)(4)
|
| | | | 2,000 | | | | | | 500 | | |
Class G ordinary shares, no shares authorized, issued or outstanding
(actual); 30,000,000 shares authorized, 10,000,000 shares issued and outstanding (as adjusted) |
| | | | — | | | | | | 1,000 | | |
Additional paid-in capital(5)
|
| | | | 23,000 | | | | | | — | | |
Accumulated deficit
|
| | | | (8,770) | | | | | | (14,635,380) | | |
Total shareholders’ equity
|
| | | | 16,230 | | | | | | (14,633,770) | | |
Total capitalization
|
| | | $ | 16,230 | | | | | $ | 451,866,230 | | |
| | | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. | |
|
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.-based trust account. $450,000,000 of the net proceeds of this offering and the sale of the private placement shares will be deposited into a U.S-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $425,250,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $450,000,000 of the net proceeds of this offering and the sale of the private placement shares held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Beginning in January 2022, we expect to invest the funds in the trust account in specified U.S. government treasury bills or in specified money market funds. Prior to such time, such proceeds will not be invested and will be held in a non-interest bearing trust account. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Limitation on fair value or net assets of target business
|
| | So long as we obtain and maintain a listing for our securities on the NYSE, our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the net assets in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The Class A ordinary shares are expected to begin trading on or promptly after the date of this prospectus. We will file a Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K, which will include an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. | | | No trading of the Class A ordinary shares would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. | | | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement shares held in the trust account will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The Company will instruct the Trustee to pay amounts from the trust account directly to redeeming holders. | | | The proceeds held in the escrow accountare not released until the earlier of thecompletion of a business combination orthe failure to effect a businesscombination within the allotted time. | |
Name
|
| |
Age
|
| |
Title
|
|
Karl Peterson | | | 50 | | | Non-Executive Chairman and Director | |
David Bonderman | | | 78 | | | Director | |
Julie Hong Clayton | | | 40 | | | Director nominee | |
Chad Leat | | | 65 | | | Director nominee | |
Traci Mercer | | | 44 | | | Director nominee | |
Kathleen Philips | | | 54 | | | Director nominee | |
Wendi Sturgis | | | 54 | | | Director nominee | |
Greg Mrva | | | 50 | | | President | |
Martin Davidson | | | 44 | | | Chief Financial Officer | |
Eduardo Tamraz | | | 37 | | | Executive Vice President of Corporate Development, Secretary | |
Individual
|
| |
Entity
|
| |
Entity’s
Business |
| |
Affiliation
|
|
Karl Peterson | | | Accel Entertainment, Inc. | | | Gaming | | | Director | |
| | | Playa Hotels and Resorts B.V. | | | Resorts | | | Chairman and Director | |
| | | TPG Global, LLC (and affiliated entities) | | | Alternative Investment Manager | | | Partner | |
| | | Sabre Corporation and related entities | | | Technology | | | Director | |
| | | TPG Pace Tech Opportunities | | | Investment | | | Non-Executive Chairman and Director | |
| | | TPG Pace Beneficial II Corp. | | | Investment | | | Non-Executive Chairman and Director | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Non-Executive Chairman and Director | |
David Bonderman
|
| | Allogene Therapeutics, Inc. | | | Biotechnology | | | Director | |
| | | TPG Global, LLC (and affiliated entities) | | | Alternative Investment Manager | | | Chairman | |
| | | TPG Pace Beneficial Finance Corp. | | | Investment | | | Director | |
| | | TPG Pace Tech Opportunities Corp. | | | Investment | | | Director | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Director | |
Julie Hong Clayton
|
| | TPG Global, LLC | | | Alternative Investment Manager | | | Partner | |
| | | TPG Pace Tech Opportunities Corp. | | | Investment | | | Director | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Director(1) | |
Chad Leat | | | J. Crew Group Inc. | | | Retail | | | Director | |
| | | Midcap Financial, | | | Commercial Lending | | | Director | |
| | | Norwegian Cruise Line Holdings Ltd. | | | Travel | | | Director | |
| | | TPG Pace Beneficial Finance Corp. | | | Investment | | | Director | |
| | | TPG Pace Tech Opportunities | | | Investment | | | Director | |
| | | TPG Pace Beneficial II Corp. | | | Investment | | | Director(2) | |
Traci Mercer | | | Sabre | | | Travel | | | Senior Vice President of | |
Individual
|
| |
Entity
|
| |
Entity’s
Business |
| |
Affiliation
|
|
| | | | | | | | | Market Segments | |
Kathleen Philips | | | Accel Entertainment, Inc. | | | Gaming | | | Director | |
| | | Zillow Group, Inc. | | | Real Estate | | | Advisor | |
| | | TPG Pace Beneficial Finance Corp. | | | Investment | | | Director | |
| | | TPG Pace Tech Opportunities Corp. | | | Investment | | | Director | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Director(3) | |
Wendi Sturgis | | | Container Store Group, Inc. | | | Retail | | | Director | |
| | | Yext Europe | | | Technology | | | Chief Executive Officer | |
| | | TPG Pace Tech Opportunities Corp. | | | Investment | | | Director | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Director(4) | |
Greg Mrva | | | TPG Pace Tech Opportunities Corp. | | | Investment | | | President | |
Martin Davidson | | | TPG Global, LLC (and affiliated entities) | | | Alternative Investment Manager | | | Partner and Chief Accounting Officer | |
| | | TPG Pace Beneficial Finance Corp. | | | Investment | | | Chief Financial Officer | |
| | | TPG Pace Tech Opportunities | | | Investment | | | Chief Financial Officer | |
| | | TPG Pace Beneficial II Corp. | | | Investment | | | Chief Financial Officer | |
| | | TPG Pace Solutions Corp. | | | Investment | | | Chief Financial Officer | |
Eduardo Tamraz | | | TPG Global, LLC (and affiliated entities) | | | Alternative Investment Manager | | | Principal | |
| | | TPG Pace Beneficial Finance Corp. | | | Investment | | | Secretary | |
| | | TPG Pace Tech Opportunities Corp. | | | Investment | | | Executive Vice President of Corporate Development and Secretary | |
| | | TPG Pace Beneficial II Corp. | | | Investment | | | Secretary | |
| | | TPG Pace Solutions Corp. | | | Investment | | | President | |
| | |
Number of
Shares Beneficially Owned(2)(3) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before Offering
|
| |
After
Offering(2) |
| ||||||||||||
TPG Pace Tech Opportunities II Sponsor, Series LLC(4)
|
| | | | 4,840,000 | | | | | | 96.8% | | | | | | % | | |
Karl Peterson(4)
|
| | | | 4,840,000 | | | | | | 96.8% | | | | | | % | | |
David Bonderman(4)
|
| | | | 4,840,000 | | | | | | 96.8% | | | | | | % | | |
Julie Hong Clayton
|
| | | | — | | | | | | * | | | | | | * | | |
Chad Leat
|
| | | | 40,000 | | | | | | * | | | | | | * | | |
Traci Mercer
|
| | | | 40,000 | | | | | | * | | | | | | * | | |
Kathleen Philips
|
| | | | 40,000 | | | | | | * | | | | | | * | | |
Wendi Sturgis
|
| | | | 40,000 | | | | | | * | | | | | | * | | |
Greg Mrva
|
| | | | — | | | | | | * | | | | | | * | | |
Martin Davidson
|
| | | | — | | | | | | * | | | | | | * | | |
Eduardo Tamraz
|
| | | | — | | | | | | * | | | | | | * | | |
All directors, officers and director nominees as a group (10 individuals)
|
| | | | 5,000,000 | | | | | | 100% | | | | | | % | | |
Underwriter
|
| |
Number of
Shares |
| |||
Deutsche Bank Securities Inc.
|
| | | | | | |
J.P. Morgan Securities LLC
|
| | | | | | |
Goldman Sachs & Co. LLC
|
| | | | | | |
Northland Securities, Inc.
|
| | | | | | |
Siebert Williams Shank & Co., LLC
|
| | | | | | |
Total
|
| | | | | |
| | |
Paid by TPG Pace
Tech Opportunities II Corp. |
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Share(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 24,750,000 | | | | | $ | 28,462,500 | | |
| | | | | F-2 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | |
January 8,
2021 |
| |||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 25,000 | | |
Deferred offering costs
|
| | | | 33,334 | | |
Total assets
|
| | | $ | 58,334 | | |
Liabilities and shareholder’s equity | | | | | | | |
Current liabilities: | | | | | | | |
Accrued formation and offering costs
|
| | | $ | 42,104 | | |
Total liabilities
|
| | | | 42,104 | | |
Commitments and contingencies | | | | | | | |
Shareholder’s equity: | | | | | | | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding
|
| | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or
outstanding |
| | | | — | | |
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 20,000,000
shares issued and outstanding |
| | | | 2,000 | | |
Additional paid-in capital
|
| | | | 23,000 | | |
Accumulated deficit
|
| | | | (8,770) | | |
Total shareholder’s equity
|
| | | | 16,230 | | |
Total liabilities and shareholder’s equity
|
| | | $ | 58,334 | | |
| | |
For the Period
from January 4, 2021 (inception) to January 8, 2021 |
| |||
Revenue
|
| | | $ | — | | |
Formation costs
|
| | | | 8,770 | | |
Net loss attributable to ordinary shares
|
| | | $ | (8,770) | | |
Net loss per ordinary share: | | | | | | | |
Basic and diluted
|
| | | $ | (0.00) | | |
Weighted average ordinary shares outstanding: | | | | | | | |
Basic and diluted
|
| | | | 4,000,000 | | |
| | |
Preferred
Shares |
| |
Class A
Ordinary Shares |
| |
Class F
Ordinary Shares |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholder’s
Equity |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 4, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Sale of Class F ordinary shares to Sponsor on January 8, 2021 at
$0.001 per share |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000,000 | | | | | | 2,000 | | | | | | 23,000 | | | | | | — | | | | | | 25,000 | | |
Net loss attributable to ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,770) | | | | | | (8,770) | | |
Balance at January 8, 2021
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 20,000,000 | | | | | $ | 2,000 | | | | | $ | 23,000 | | | | | $ | (8,770) | | | | | $ | 16,230 | | |
| | |
For the Period
from January 4, 2021 (inception) to January 8, 2021 |
| |||
Cash flows from operating activities: | | | | | | | |
Net loss attributable to ordinary shares
|
| | | $ | (8,770) | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Deferred offering costs
|
| | | | (33,334) | | |
Accrued formation and offering costs
|
| | | | 42,104 | | |
Net cash provided by operating activities
|
| | | | — | | |
Cash flows from financing activities: | | | | | | | |
Proceeds from sale of Class F ordinary shares to Sponsor
|
| | | | 25,000 | | |
Net cash provided by financing activities
|
| | | | 25,000 | | |
Net change in cash
|
| | | | 25,000 | | |
Cash at beginning of period
|
| | | | — | | |
Cash at end of period
|
| | | $ | 25,000 | | |
|
Legal fees and expenses
|
| | | $ | 400,000 | | |
|
Accounting fees and expenses
|
| | | | 100,000 | | |
|
SEC expenses
|
| | | | 25,093 | | |
|
FINRA expenses
|
| | | | 35,000 | | |
|
Travel and road show
|
| | | | 5,000 | | |
|
Directors and officers insurance(1)
|
| | | | 200,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous expenses
|
| | | | 49,907 | | |
|
Total offering expenses
|
| | | $ | 900,000 | | |
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | | |
| 3.1 | | | | |
| 3.2 | | | | |
| 3.3 | | | | |
| 3.4 | | | | |
| 3.5 | | | | |
| 4.1 | | | | |
| 5.1 | | | | |
| 10.1 | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 10.9 | | | | |
| 10.10 | | | | |
| 10.11 | | | | |
| 23.1 | | | Consent of KPMG LLP.** | |
| 23.2 | | | | |
| 24.1 | | | | |
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | | |
| 99.5 | | | | |
| 99.6 | | | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
*
Greg Mrva
|
| |
President (Principal Executive Officer)
|
| |
May 5, 2021
|
|
|
*
Martin Davidson
|
| |
Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
May 5, 2021
|
|
|
*
Karl Peterson
|
| |
Non-Executive Chairman and Director
|
| |
May 5, 2021
|
|
|
By:
/s/ Karl Peterson
Name:
Karl Peterson
Title:
Attorney-in-fact
|
| | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
TPG Pace Tech Opportunities II Corp.:
We consent to the use of our report dated January 15, 2021, except as to Notes 1, 3, and 4, which are as of March 8, 2021 and Note 6, which is as of May 5, 2021, with respect to the balance sheet of TPG Pace Tech Opportunities II Corp. as of January 8, 2021, the related statements of operations, changes in shareholder’s equity, and cash flows for the period from January 4, 2021 (inception) through January 8, 2021, and the related notes, included herein, and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Fort Worth, Texas
May 5, 2021