TPGY - Merger Update (May 2020) - Delayed, maybe Cancelled
sec.report/Document/0001193125...
The Company was recently informed that the completion of the audited financial statements of EVBox Group as of and for the year ended December 31, 2020 (the “2020 EVBox Group Financials”), which would be required to be filed in the Registration Statement on Form F-4 relating to the Business Combination (the “Registration Statement”) prior to its effectiveness, will take significantly longer than previously anticipated. Engie Seller has recently confirmed to the Company that further review of certain accounting matters is necessary. As of the date of this Current Report there is no certainty regarding the timing or nature of a resolution of such matters or timing for finalizing the 2020 EVBox Group Financials. As a result of the delay in the 2020 EVBox Group Financials, the Company currently expects that certain material conditions to closing, including among others, the effectiveness of the Registration Statement and the approval of the Business Combination by the Company’s stockholders, will not be met as of June 8, 2021 (the “Outside Date”).
The Company was recently informed that the completion of the audited financial statements of EVBox Group as of and for the year ended December 31, 2020 (the “2020 EVBox Group Financials”), which would be required to be filed in the Registration Statement on Form F-4 relating to the Business Combination (the “Registration Statement”) prior to its effectiveness, will take significantly longer than previously anticipated. Engie Seller has recently confirmed to the Company that further review of certain accounting matters is necessary. As of the date of this Current Report there is no certainty regarding the timing or nature of a resolution of such matters or timing for finalizing the 2020 EVBox Group Financials. As a result of the delay in the 2020 EVBox Group Financials, the Company currently expects that certain material conditions to closing, including among others, the effectiveness of the Registration Statement and the approval of the Business Combination by the Company’s stockholders, will not be met as of June 8, 2021 (the “Outside Date”).
Pursuant to the terms of the agreement governing the Business Combination (the “Business Combination Agreement”), beginning on the Outside Date, the Business Combination Agreement may be terminated by either the Company or Engie Seller. However, the Company has the unilateral right until May 28, 2021 to extend the Outside Date to September 6, 2021. The Company expects to have further discussions with Engie Seller regarding these matters to better evaluate the various alternatives, but has not determined whether it intends to exercise any such rights and there is no certainty that it will exercise such rights or that the Company will otherwise successfully renegotiate any economic or other terms of the Business Combination Agreement with Engie Seller. As a result, as of the date of this Current Report, the Company has significant doubts regarding the likelihood that the Business Combination will be completed on the terms currently contemplated or at all.
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TPG Pace Beneficial Finance Corp - TPGY
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