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 an updated investor presentation relating to the previously announced
Business Combination 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description of Exhibits
99.1 Investor Presentation
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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 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.
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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
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 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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