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): April 13, 2021
TPG PACE BENEFICIAL II CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40328 | 98-1574707 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
301 Commerce St., Suite 3300 Fort Worth, TX | 76102 |
| (Address of principal executive offices) | (Zip Code) |
(212) 405-8458
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 symbols | Name of each exchange on which registered | ||
| Class A ordinary shares, par value $0.0001 per share | YTPG | The New York Stock Exchange |
| x | 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). |
| ¨ | 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 8.01 | Other Events. |
On April 13, 2021, the Registration Statement on Form S-1 (File No. 333-254008) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of TPG Pace Beneficial II Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On April 16, 2021, the Company consummated the IPO of 40,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”). The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $400,000,000.
Simultaneously with the closing of the IPO, the Company completed the private sale of 1,000,000 Class A Ordinary Shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Company’s sponsor, TPG Pace Beneficial II Sponsor, Series LLC (the “Sponsor”), generating gross proceeds to the Company of approximately $10,000,000. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination, and (ii) they are subject to registration rights.
A total of $400,000,000, comprised of $392,000,000 of the proceeds from the IPO, including approximately $14,000,000 of the underwriters’ deferred discount, and $8,000,000 of the proceeds of the sale of the Private Placement Shares, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.
On April 12, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association, effective April 13, 2021, and, on the dates referred to below, entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:
| • | An Investment Management Trust Agreement, dated April 16, 2021, between the Company and Continental Stock Transfer & Trust Company. |
| • | A Registration Rights Agreement, dated April 16, 2021, among the Company, the Sponsor and certain other security holders named therein. |
| • | An Administrative Services Agreement, dated April 13, 2021, between the Company and TPG Global, LLC. |
| • | Letter Agreements, dated April 16, 2021, between the Company and each of its officers and directors, and the Sponsor. |
| • | Indemnity Agreements, dated April 16, 2021, between the Company and each of its officers and directors. |
On April 13, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On April 16, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
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 II CORP. | ||
| Date: April 16, 2021 | By: | /s/ Karl Peterson |
| Name: | Karl Peterson | |
| Title: | Non-Executive Chairman and Director | |
