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): March 24, 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) |
(IRS Employer Identification No.) | ||
301 Commerce St., Suite 3300 Fort Worth, Texas |
76102 | |||
(address of principal executive offices) | (zip code) |
(212) 405-8458
(Registrants 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 on which registered | ||
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. ☐
Introductory Note
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.
Item 7.01 Regulation FD Disclosure
On March 24, 2021, the Company announced in a joint press release that Dutch Holdco confidentially submitted a draft registration statement on Form F-4 (the Confidential Submission) relating to the Business Combination with the Securities and Exchange Commission (the SEC). A copy of the press release is furnished as Exhibit 99.1 hereto.
On March 24, 2021, the Company provided information regarding the proposed Business Combination in an investor presentation, a copy of which is furnished as Exhibit 99.2 hereto.
In addition, the Company has set forth below certain updated disclosures regarding the proposed Business Combination and the business of EVBox Group.
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Parties to the Business Combination
Dutch Holdco
Dutch Holdco is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and a direct wholly owned subsidiary of TPG Pace that was incorporated on December 2, 2020. Dutch Holdco is considered a foreign private issuer as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the Exchange Act). To date, Dutch Holdco has not conducted any material activities other than those incident to its formation and the Business Combination. Prior to the consummation of the Business Combination, Dutch Holdco will be converted to a Dutch public limited liability company (naamloze vennootschap) and its name will be changed to EVBox Group N.V. Upon the closing of the Business Combination, the Dutch Holdco Shares and Dutch Holdco Public Warrants will be registered under the Exchange Act and listed on the NYSE under the symbols EVB and EVB WS, respectively.
The mailing address of Dutch Holdcos principal executive office prior to the closing of the Business Combination is Strawinskylaan 1209, 1077 XX Amsterdam, the Netherlands. The mailing address of Dutch Holdcos principal executive office after the closing of the Business Combination will be Kabelweg 47, 1014 BA Amsterdam, the Netherlands.
TPG Pace
TPG Pace is a blank check company incorporated as a Cayman Islands exempted company on July 11, 2019 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. TPG Pace consummated the TPG Pace IPO on October 9, 2020, generating gross proceeds of approximately $350,000,000. Substantially concurrently with the consummation of the TPG Pace IPO, TPG Pace completed the private sale of the TPG Pace Founder Warrants at a purchase price of $1.50 per TPG Pace Founder Warrant, to TPG Pace Sponsor, generating gross proceeds to TPG Pace of approximately $9,000,000. A total of $350,000,000, comprised of $343,000,000 of the proceeds from the TPG Pace IPO, including approximately $12,250,000 of the underwriters deferred discount, and $7,000,000 of the proceeds of the sale of the TPG Pace Founder Warrants, were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
TPG Paces securities are traded on the NYSE under the ticker symbols TPGY, TPGY.U and TPGY WS. Upon the closing of the Business Combination, the TPG Pace securities will be delisted from the NYSE.
The mailing address of TPG Paces principal executive office is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
EVBox Group
EVBox Group is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that was incorporated on September 3, 2014. EVBox Group is one of the leading global manufacturers of electric vehicle (EV) smart charging stations and provider of related charging management software and services. With over 200,000 charging ports located in over 65 countries worldwide, EVBox Group supports forward-thinking businesses to build a sustainable future by helping them create, manage and monetize their charging network offered to EV drivers throughout their journey. EVBox Group drives electric mobility by providing flexible and scalable charging solutions for a variety of customers, including corporations, individuals, utilities, original equipment manufacturers (OEM), fleet operators, fuel retailers and charging service providers. EVBox Group focuses on technology leadership supported by one of the industrys largest research and development (R&D) organizations, developing new products, and advocates and promotes smart charging technologies and roaming infrastructure through its participation in industry conferences, its leveraging of strong alliances to influence policy developments with government bodies and its collaborative relationships with papers, blogs, podcasts and other content. EVBox Group has two brands: EVBox, a leading charging hardware and services provider, differentiated by its sophisticated embedded software, and Everon, its cloud-native, enterprise software platform. See Business of EVBox Group and Certain Information About EVBox Group for additional information.
The mailing address of EVBox Groups principal executive office is Kabelweg 47, 1014 BA Amsterdam, the Netherlands.
New SPAC
New SPAC is a Cayman Islands exempted company and a direct wholly owned subsidiary of Dutch Holdco that was incorporated on December 2, 2020 to consummate the Business Combination. In the Business Combination, TPG Pace will merge with and into New SPAC, with New SPAC continuing as the surviving entity.
The mailing address of New SPACs principal executive office is c/o TPG Pace Beneficial Finance Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
Organizational Structure
The following diagram illustrates the simplified organizational structure of TPG Pace, EVBox Group and Dutch Holdco immediately prior to the Business Combination:
The following diagram illustrates the simplified structure of Dutch Holdco immediately following the Business Combination.
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BUSINESS OF EVBOX GROUP AND CERTAIN INFORMATION ABOUT EVBOX GROUP
Company Overview
EVBox Group is one of the leading global manufacturers of EV smart charging stations and provider of related charging management software and services. With over 200,000 charging ports located in over 65 countries worldwide, EVBox Group supports forward-thinking businesses to build a sustainable future by helping them create, manage and monetize their charging network offered to EV drivers throughout their journey. EVBox Group drives electric mobility by providing flexible and scalable charging solutions for a variety of customers, including corporations, individuals, utilities, OEMs, fleet operators, fuel retailers and charging service providers. EVBox Group focuses on technology leadership supported by one of the industrys largest R&D organizations, developing new products, and advocates and promotes smart charging technologies and roaming infrastructure through its participation in industry conferences, its leveraging of strong alliances to influence policy developments with government bodies and its collaborative relationships with papers, blogs, podcasts and other content. EVBox Group has two brands: EVBox, a leading charging hardware and services provider, differentiated by its sophisticated embedded software, and Everon, its cloud-native, enterprise software platform.
The EV market is rapidly growing. According to a May 2020 Bloomberg NEF research report, the number of EVs on the road in Europe and North America is estimated to grow at a 29% compound annual growth rate over the next decade. EVBox Group believes that country-level political and regulatory mandates in Europe will provide strong support for growth in those markets. To meet the EUs stated goal of reducing carbon emissions by 40% by 2030, annual EV sales will need to grow almost twenty-fold, and auto manufacturers will face monetary penalties if they are unable to comply with these mandates. As such, the largest European auto manufacturers have publicly committed to moving vehicle production to EVs and are investing significant amounts of capital on that effort. In addition, large corporations are actively attempting to reduce their own carbon footprint and encouraging their employees to switch to EVs, which is a major part of their plan to reduce emissions. In Europe, where a significant portion of all new-car sales are corporate lease-cars that companies provide to employees, employers have a unique ability to rapidly accelerate EV adoption. In the United States, increased EV adoption is expected with the new presidential administration promising the installation of over 550,000 public charging ports and the creation of 1 million jobs in clean energy research. With an increasing number of mass-market electric vehicle models coming to market, EVBox Group expects EV charging demand will grow significantly. According to an August 2020 Bloomberg NEF report, cumulative EV charging infrastructure investment in the United States and Europe will be approximately $60 billion by 2030 and increase to $182 billion by 2040.
EVBox Group believes it is well positioned to benefit from the broader adoption of EV technology and to grow along with increased demand, with an aim to capture a greater share of the EV charging market. EVBox Groups full-service solutions provide both alternating current (AC) charging stations for residential, business and public charging and ultra-fast direct current (DC) charging stations for public, depot and corridor charging and associated software-based needs. In addition to a comprehensive suite of charging hardware, EVBox Group has built its Everon cloud based software solutions to intelligently operate those charging ports and handle more advanced operations that are increasingly in demand, such as energy and grid management, capacity utilization, dynamic pricing, and complex payment and billing. EVBox Group believes that its continued innovation in hardware and software will be a key differentiating factor, and that EVBox Groups open-architecture Everon platform enables EVBox to serve the largest possible addressable market and generate significant recurring revenues.
In 2017, EVBox Group was acquired by the France-headquartered and globally active energy company Engie Parent. In 2018, EVBox Group acquired the ultra-fast DC charging station manufacturer EVTronic. EVBox Group has and will continue to invest in expanding its product portfolio and extending its geographical coverage. As of December 2020, EVBox Group had a diverse customer base around the world with diversified revenues from across all key customer segments, which includes (i) Fleet Parking & Transport; (ii) Charging Enablers & Distributors; (iii) Workplace & Hospitality; (iv) Utilities & Municipalities; (v) Fuel & Charging Service Providers; and (vi) Automotive OEMs. EVBox Group is in the process of launching a new generation of regular AC and modular DC fast charging stations, paired with new software features and service programs, that aim to expand the availability of EV charging for key customer segments, including commercial parking operators, fleets, fuel retailers, service providers and OEMs.
Market
The EV charging ecosystem in Europe and North America includes a variety of key stakeholders and players, including mobility service providers (MSPs), charge port operators (CPOs), roaming platforms, EV drivers and charging station owners. EVBox Group operates as an MSP, CPO, roaming platform and sells hardware to charging station owners. MSPs provide the interface for EV drivers to interact with the EV charging ecosystem, providing charging access and payment services via a mobile app or RFID charge card. CPOs provide the platform for charging stations to interface with the EV charging network and manage all aspects of the charging station, including collecting payments from MSPs, remitting payments to asset owners and allowing asset owners to monetize and monitor equipment. Roaming platforms allow MSPs and CPOs to communicate with each other to ensure the broadest possible charging network coverage for drivers. EVBox Group believes EV drivers want convenient charging options throughout their journeys. In Europe, drivers require an MSP to charge essentially anywhere other than a private residence. Charging station owners purchase, install and maintain EV infrastructure. The vast majority of public and semi-public charging stations are monetized through a CPO. Throughout the EV charging value chain, EVBox Group offers integrated and comprehensive solutions, including hardware, operations, platform, mobility services and energy management. EVBox Group believes that it is uniquely capable of seizing on a large total addressable market, ranging from one-time revenues from hardware to recurring revenues driven by operations, platform, mobility services and energy management.
The EVBox Group Model
EVBox Group believes fueling will transition from the model seen with combustion engines, where drivers seek out fuel along their route, to a predominantly passive top-up model, in which EVs charge while parked. Similarly, as the overall density of EV charging infrastructure grows, especially due to public infrastructure initiatives in Europe and North America, EVBox Group believes EV drivers will increasingly shift more towards public and destination charging. To support this shift, EV stations must be conveniently located where drivers live, work and play, and must offer charging with adequate speeds depending on the nature of the given site. For example, EVBox Group believes that EV drivers may top-up for a few hours with AC charging while parked at a shopping center, but choose to charge faster, in less than 20 minutes, with DC charging for occasional longer road trips.
EVBox Group offers a platform of solutions, composed of products, cloud software subscriptions, support, extended warranty coverage and professional and training services enabling turn-key development of charging at any location. It sells its product suite combining the offering of hardware, software, and services, in over 65 countries. EV station owners can manage multiple stations, locations and users in one place using EVBox Groups software platform; generate income by setting charging fees and automating invoicing and reimbursement, remotely operate and service their station network; set maximum output and charging schedules to prevent peak usage as well as maintain lower costs and grid protection; and access insights into charging transactions and behavior.
As the EV market continues to grow, EVBox Group expects to continue to seek ways to optimize its solutions in a scalable and efficient manner to meet the demands of customers, while keeping an innovative outlook via its products and services offerings. EVBox Groups operating model combines its track record of providing a full range of high quality charging hardware and software subscriptions with turn-key support, as well as parts and warranty services, using an integrated management system. EVBox Group uniquely operates and delivers on a global scale that can serve customers across countries and languages and meet wide-ranging standards. With end-to-end solutions, EVBox Group offers a platform-based approach that enables a hassle-free charging solution with a single enterprise company. Its model, aimed at ensuring it is the preferred global electric vehicle charging solution provider, involves:
(i) | accelerating the introduction of a new generation of DC modular and scalable hardware products and services that meet customers demands by introducing more smart features, integrating into energy ecosystems and ensuring availability in key regions, all while optimizing cost; |
(ii) | expanding its platform, powered by its open architecture Everon software and its ability to manage both EVBox Group and third-party charging hardware; |
(iii) | developing integrated solutions for customers across different industry segments, and responding to industry-specific demands through indirect channels such as value-added resellers and direct channel strategies, such as its growing salesforce and marketing team; |
(iv) | scaling and improving the supply chain processes and supporting systems and customer experience to reduce lead-times in delivery of products and increase quality in support; |
(v) | leveraging large current automotive contracts to remain a leading and high-quality auto partner; and |
(vi) | continuing to build its brand equity and leveraging its strong partnership approach to top-tier large customers, creating a network effect of pan-European and U.S. state-wide framework contracts, that can be scaled up and multiplied across segments. |
EVBox Groups growth will largely depend on maintaining and increasing its share of the growing EV charging equipment and software markets. EVBox Group believes that value pools will increasingly shift to recurring software subscriptions and services over time and that its substantial global station footprint will serve as a basis to increase the contribution of such recurring revenue streams. EVBox Group is one of the few full- service EV charging providers offering end-to-end solutions, able to provide full-service integrated offerings along with highly tailored and modular solutions.
The Portfolio
EVBox Groups portfolio primarily generates revenue through the sale of comprehensive solutions, including hardware, software subscriptions and services. The hardware and software subscriptions can be provided as agnostic offerings or as fully-integrated solutions. Hardware is typically purchased upfront while software subscriptions are charged as an annual recurring fee, which varies depending on the features required by each customers specific needs. Its services include usage, installation, extended warranty, managed services and training. Customers from all segments (including individual homeowners, large corporations from various industry segments, car fleet operators, and municipalities) can choose specific hardware, software subscriptions and services depending on their needs.
| Charging Hardware Portfolio: EVBox Group develops, manufactures and sells regular and fast charging stations, with charging capacities ranging from 3.7kW to 350kW. EVBox Group sells integrated solutions, including software subscriptions and services and standalone hardware. EVBox Groups products range from AC products for residential, business and public charging to DC products for public, depot and corridor charging. Its solutions deliver differentiated features and high efficiency in power and footprint, with a modular and scalable architecture that is geared towards high availability, upgradeability and serviceability. EVBox Group conducts tests on its products, which may include performing compatibility checks for different types of EVs, for a range of functional, climate and environmental conditions and for high, long-term reliability. EVBox Group is dedicated to developing additional AC and DC hardware tailored to address new segments and value pools. |
| Enterprise Software Platform: EVBox Group offers its Everon cloud-native, open architecture software platform for businesses to build and manage their charging infrastructure. The Everon platform allows customers to fully manage their business and adapt as EV adoption accelerates and the market evolves. The agnostic software platform, which can handle high volumes of transactions, is currently available in 21 languages, and has extensive customizable billing and payment features that allow customers to build their own value propositions. The software platform has a variety of capabilities, including: |
| Station and site host management, allowing site owners to manage their charging infrastructure and allow public use. Asset owners can set rules and guidelines for the charging network, such as which roaming partners can access their charging stations, perform remote diagnosis and define smart charging profiles, taking advantage of low energy peak times. |
| Pricing and payment remittance capabilities, enabling site owners to set pricing, including support for pricing scenarios such as by driver group, time of day, idle status, energy dispensed or by the duration of the charging session. |
| Energy management, enabling stations to apply energy use policies by sharing circuits, oversubscribing electrical panels to add more ports beyond the peak electrical capacity and supporting the creation of advanced groups and rules. |
| Smart Charging, balancing energy usage between customers EV charging stations and other electrical appliances on-site. |
| Driver management tools, enabling convenience features such as the activation and launch of a white-labeled mobile App to the Apple and Google App stores, allowing drivers to easily locate charging ports. |
| Hardware activation and integration, enabling third-party network operators to utilize OCPP- compliant EVBox Group and third-party charging stations. |
| White-label backend, allowing businesses to brand the software portal, mobile applications and business portals with their logo and color schemes. |
| API & Third-Party System Integration, allowing businesses to integrate EVBox Groups charging management platform with their own backend (i.e., fleet management, parking operator, energy management, other enterprise tools, etc.). |
| EVBox Group Support and Services. EVBox Group provides a variety of hardware and software support and services, including: |
| Project Management Services: Project management and certified service partners consultation on planning, scheduling and implementation of charging networks; |
| Commissioning: EVBox Groups service partners offer site surveys, commissioning to secure functioning and integration of charging stations with EVBox Group and other third-party platforms; |
| Consultation Services: Technical and business consulting services that support or fully implement customers and partners on EVBox Groups charging management infrastructure; |
| Migration Services: Migration for customer and partners of third-party hardware and software to EVBox Groups charging management infrastructure; |
| API Integration Services: Integration of EVBox Groups charging management infrastructure with customers and partners IT landscape; |
| Connectivity Services: Provisioning of SIM cards to third-party hardware, including lifetime connectivity to the Everon backend; |
| Training and Certification: Handling, servicing and troubleshooting training programs for customers and partners; |
| Firmware Updates: As part of the warranty, EVBox Group offers firmware bug fixes and updates for charging stations connected to the Everon charging management platform. For charging stations connected to third-party backends, EVBox Group provides the latest firmware package for customers to upload directly; |
| On-site Technical Intervention and Assistance: For in warranty hardware, EVBox Group provides on-site technical support and repairs on charging stations by certified service partners after remote diagnosis by EVBox Group. In addition, EVBox Group dispatches technical expertise to customers sites to resolve technical issues that cannot be resolved via remote diagnostics; |
| Premium 24/7 Support: For software subscription customers, EVBox Group maintains broad customer support services; |
| Invoicing Services: Preparation and sending of invoices for B2C or B2C software customers; and |
| Asset Management Services: software management services for customers. |
Beginning in 2021, EVBox Group plans to introduce the below services:
| AC / DC Maintenance packages: Annual maintenance plans covering all of EVBox Groups software and hardware, including standard maintenance and advanced maintenance that includes continuous station monitoring; |
| On-site Technical Intervention and Assistance (out of warranty): EVBox Group also provides for out of warranty hardware on-site technical support and repairs on charging stations by service partners after remote diagnosis by EVBox Group. In addition, EVBox Group dispatches technical expertise to customers sites to resolve technical issues that cannot be resolved via remote diagnostics; |
| Preventive Maintenance: Periodic maintenance to mitigate potential performance issues; |
| Spare parts rapid delivery: For customers and partners that prefer to use their own maintenance and service partners, EVBox Group expedites delivery of available spare parts; and |
| Data Analytics: Data analytics to provide advisory reports, smart charging return on investment and site optimization. |
Growth Strategies
EVBox Group expects that the EV market will experience significant growth as more countries advocate for a shift to zero-emission vehicles and the eventual elimination of ICE vehicles. A number of national governments have agreed to phase out ICE vehicles, including Austria, China, France, Germany, India, Ireland, Israel, the Netherlands, Norway, Portugal and the United Kingdom. Similarly, automotive OEMs in Europe are required to materially increase the contribution of zero-emission vehicles to overall vehicles sales. Similarly, as consumers increasingly change their consumption habits to reduce their impact on the environment, large corporations have increasingly added reducing emissions to their agendas. As a full-service provider with efficient, scalable solutions, deeply entrenched customers, and strong relationships with blue chip OEMs, EVBox Group believes it is well positioned to continue to scale its business and to capitalize on the EV markets overall growth.
As of December 2020, EVBox Group has products authorized and certified for 44 European countries with offices in Amsterdam, Antwerp, Bordeaux, Copenhagen, Madrid, Milan, Milton Keynes, Munich, Oslo, Paris, Rotterdam, and Warsaw. In 2018, it commenced U.S. operations with pilot projects and project certification processes on charging stations, and aims to bring the full portfolio of charging solutions to the U.S. market, which includes AC and DC charging stations, the Everon software platform and related services. EVBox Group expects significant market opportunities for fleet solutions and OEMs as fleet EVs begin to arrive in more meaningful volume in coming years. EVBox Group believes the United States represents an attractive growth opportunity, and believes that the breadth and quality of its networked EV charging solutions, open system design and proven service, which it believes secures customer loyalty, will assist in expanding its footprint therein,
EVBox Groups strategy is built on six strategic pillars:
(i) | product leadership (with innovative, scalable features and modular products); |
(ii) | integrated offerings (lower total cost of ownership for customers, single supplier offering charging stations, software subscriptions and services across multiple regions); |
(iii) | smart segmentation (focus on mature segments and markets, while fostering growth in emerging markets); |
(iv) | competitive pricing (leveraging economies of scale and building dynamic, competitive value-based pricing models); |
(v) | thought leadership (informing and inspiring customers to further commit to join its sustainability initiatives); and |
(vi) | policy influence (working with international and national policymakers to build strategic alliances that help accelerate the EV industry). |
In Europe, EVBox Group has established a leading position across key markets and customer segments, with an established market presence in both AC and DC public charging infrastructure, as well as being the largest standalone CPO in Europe according to Eco-Movement, an independent data provider of EV charge points. EVBox Group aims to further leverage its market leadership and to deepen its customer engagement across all segments in Europe by maturing its offerings and sales organization to deliver on large pan-European projects, and through its thought leadership and policy alliances.
Another key component of EVBox Groups growth strategy is breaking into and expanding its foothold in the United States market. EVBox Group has or is in the process of introducing new AC and DC charging stations and securing its eligibility for utility rebates, meaning that corporate customers can benefit from rebate programs at the federal and state level, especially in New Jersey and New York, rolling out its Everon platform and its integrated or tailored solutions, launching its domestic manufacturing at its Libertyville, Illinois location in 2021 and targeting U.S. states with attractive rebates and policies and business segments with high margins. EVBox Group has identified California, Colorado, Connecticut, Maine, Maryland, Massachusetts, New Jersey, New York, Oregon, Rhode Island and Vermont as key U.S. states with clear rebates, tax credits and public policy encouraging the adoption of EVs. EVBox Group plans to leverage existing relationships to provide charging to private customers and companies, and bundle with energy contracts to provide fleet charging solutions (including hardware, CPO and MSP) to ride-hailing platforms, taxi operators, logistics companies and premium OEMs.
EVBox Group has a large network of value-added resellers and service providers that will significantly contribute to the commercial expansion of EVBox Group.
With its global footprint, EVBox Group can strategically allocate its capital and resources to R&D, marketing and sales, and public policy.
| Research and Development. EVBox Groups R&D capabilities are supported by research, development and engineering staff comprising 30% of full-time employees and 26% of part-time employees (with additional support by independent contractors), dedicated to improving upon existing product and software solutions while maintaining a differentiated and industry-leading offering. |
| Marketing and Sales. EVBox Group has built a global marketing and sales program with an established sales channel, digital marketing capability and substantial sales organizations. EVBox Group sells via direct and indirect channels, with direct sales channels solidifying valuable direct relationships between EVBox Group and large commercial customers and indirect channels multiplying EVBox Groups sales touchpoints to a broader universe of end customers. EVBox Group focuses on category awareness, consistent branding and customer acquisition. |
| Public Policy. EVBox Group has been a longstanding advocate for EV technology to foster the goal of a zero-emission future. It supports early and sustained investments in policy and utility relationships, advocates for the advancement of electric mobility, and encourages healthy industry competition, innovation and customer choice. EVBox Group is a founding member of the ChargeUp Alliance, a policy group advocating for key initiatives and policy in Europe. |
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The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be filed for purposes of Section 18 of 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 solely to the extent required.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. | Description of Exhibits | |
99.1 | Press Release, dated March 24, 2021 | |
99.2 | Investor Presentation, dated March 24, 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 Holdcos and the Companys ability to consummate the transaction, the benefits of the transaction and Dutch Holdcos future financial performance following the transaction, as well as Dutch Holdcos and the Companys 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 managements 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 Groups 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 Groups technology and products could have undetected defects or errors; (7) the effects of competition on EVBox Groups future business; (8) the inability to successfully retain or recruit officers, key employees, or directors following the proposed business combination; (9) effects on the Companys public securities liquidity and trading; (10) the markets reaction to the proposed business combination; (11) the lack of a market for the Companys securities; (12) the Companys and EVBox Groups 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 Companys 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 Holdcos and the Companys expectations and projections can be found in the Companys initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, the Companys periodic reports and other SEC filings are available publicly on the SECs 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 communication 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.
As permitted by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and in connection with the proposed business combination, Dutch Holdco has confidentially submitted a draft registration statement on Form F-4 (the Registration Statement) to the SEC, which draft Registration Statement includes a prospectus of Dutch Holdco and a proxy statement of the Company. Dutch Holdco and the Company also plan to confidentially submit or 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 Seller 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 Companys 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 has confidentially submitted a draft Registration Statement on Form F-4 and the related proxy statement/prospectus with the SEC. Additionally, Dutch Holdco and the Company will confidentially submit and/or 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 Seller of the common shares of EVBox Group by Dutch Holdco. Such materials may be obtained free of charge at the SECs website at www.sec.gov. However, please note that any materials that are confidentially submitted, including the draft Registration Statement, will not be publicly available until the first public filing of the same, as permitted by the JOBS Act. 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 Seller and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Companys 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 Companys executive officers and directors in the solicitation by reading the Companys 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.
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: March 24, 2021 | By: | /s/ Eduardo Tamraz | ||||
Name: | Eduardo Tamraz | |||||
Title: | Secretary |
Exhibit 99.1
Edison Holdco B.V. Confidentially Submits Draft Registration Statement
in connection with the Proposed Business Combination of EVBox Group with TPG Pace Beneficial Finance
San Francisco and Amsterdam March 24, 2021 TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS) (TPG Pace), a publicly traded special purpose acquisition company that is focused on high-growth companies with strong environmental, social and governance principles, today announced the confidential submission with the Securities and Exchange Commission (SEC) of a draft registration statement on Form F-4 (the Registration Statement) relating to its previously announced business combination with ENGIE New Business S.A.S. (Engie Seller) pursuant to which TPG Pace expects to acquire Engie Sellers subsidiary EV Charged B.V. (EVBox Group).
The draft Registration Statement was submitted to the SEC by Edison Holdco B.V. (Dutch Holdco), a wholly owned subsidiary of TPG Pace expected to be renamed EVBox Group N.V. at closing, with its common shares and warrants expected to be listed on the New York Stock Exchange under the ticker symbols EVB and EVB WS, respectively. The confidential submission was made with audited 2019 financial statements of EVBox Group, and TPG Pace anticipates that a subsequent public filing of the Registration Statement will include the updated audited 2020 financial statements of EVBox Group. The business combination is expected, subject to customary closing conditions, including the approval of TPG Paces shareholders, to close after the SEC completes its review process of this confidential submission and any subsequent public filing and declares such public filing to be effective.
For additional information regarding the proposed business combination and the business of EVBox Group, see the Current Report on Form 8-K filed by TPG Pace with the SEC on or about the date hereof, or see the filings and other materials included on TPG Paces website at www.tpg.com/pace-beneficial-finance.
Important Information for Investors and Shareholders
This communication 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.
As permitted by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and in connection with the proposed business combination, Dutch Holdco has confidentially submitted the draft Registration Statement to the SEC on Form F-4, which draft Registration Statement includes a prospectus of Dutch Holdco and a proxy statement of TPG Pace. Dutch Holdco and TPG Pace also plan to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the Registration Statement has been declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to the shareholders of TPG Pace. INVESTORS AND SHAREHOLDERS OF TPG PACE ARE URGED TO READ THE JOINT 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 joint proxy statement/prospectus and other documents containing important information about Dutch Holdco and TPG Pace once such documents are publicly 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, TPG Pace, Engie Seller and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace in connection with the proposed transaction. Information about the directors and executive officers of TPG Pace is set forth in TPG Paces 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 joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed merger of TPG Pace into New TPG Pace Beneficial Finance Corp. (New SPAC) and the proposed acquisition of the common shares of EVBox Group by Dutch Holdco, Dutch Holdcos and TPG Paces ability to consummate the transaction, the benefits of the transaction and Dutch Holdcos future financial performance following the transaction, as well as Dutch Holdcos and TPG Paces 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 managements 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 TPG Pace 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 TPG Pace 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 TPG Pace. 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 Groups 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 Groups technology and products could have undetected defects or errors; (7) the effects of competition on EVBox Groups future business; (8) the inability to successfully retain or recruit officers, key employees, or directors following the proposed business combination; (9) effects on TPG Paces public securities liquidity and trading; (10) the markets reaction to the proposed business combination; (11) the lack of a market for TPG Paces securities; (12) TPG Paces and EVBox Groups 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 TPG Paces 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 TPG Pace, Dutch Holdco or EVBox Group; (17) the possibility that TPG Pace 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 TPG Pace. 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 Holdcos and TPG Paces expectations and projections can be found in TPG Paces initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPG Paces periodic reports and other SEC filings are available publicly on the SECs website at www.sec.gov.
ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE TO FIND IT
In connection with the proposed business combination, Dutch Holdco has confidentially submitted a draft Registration Statement on Form F-4 and the related proxy statement/prospectus with the SEC. Additionally, Dutch Holdco and TPG Pace will confidentially submit and/or file other relevant materials with the SEC in connection with the proposed merger of TPG Pace into New SPAC and the proposed acquisition from Engie Seller of the common shares of EVBox Group by Dutch Holdco. Such materials may be obtained free of charge at the SECs website at www.sec.gov. However, please note that any materials that are confidentially submitted, including the draft Registration Statement, will not be publicly available until the first public filing of the same, as permitted by the JOBS Act. Investors and security holders of TPG Pace 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.
Media Contacts:
EVBox Group:
Job Karstens
job.karstens@evbox.com
+31 (0)6 22 26 55 25
Madeline Vidak
madeline.vidak@evbox.com
+31 (0)6 30 71 06 93
General: press@evbox.com
TPG/TPG Pace
Luke Barrett
(415) 743-1550
media@tpg.com
Tom Johnson/Sheila Ennis
Abernathy MacGregor
(917) 747-6990/(510) 604-8027
tbj@abmac.com/sbe@abmac.com
Exhibit 99.2
EVBox Group Investor Presentation March 2021
Important Information Use of Projections This presentation contains financial forecasts prepared by TPG Pace
Beneficial Finance Corp. (TPG Pace) with respect to certain financial metrics of EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (EV Charged), including, but
not limited to, revenues, gross profit, gross margin, adjusted gross margin, operating expenses, EBITDA, and capital expenditures. Neither TPG Paces independent auditors, nor the independent registered public accounting firm of EV Charged,
audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with
respect thereto for the purpose of this presentation. The financial forecasts and projections in this presentation were prepared by TPG Pace and not by the management of EV Charged, and these financial forecasts and projections should not be relied
upon as being necessarily indicative of future results. Neither TPG Pace nor EV Charged undertakes any commitment to update or revise the projections, whether as a result of new information, future events, or otherwise. Further the financial
forecasts and historical numbers included throughout this presentation have been prepared using generally accepted accounting principles in the United States (U.S. GAAP), whereas EV Charged has historically otherwise prepared financial
statements and maintained records using generally accepted accounting principles in the Netherlands (Dutch GAAP). Because the U.S. GAAP audit was not complete at the time the projections contained herein were prepared, such projections
do not take into account certain adjustments made during the audit process. See Slide 7 Business Combination Update and Slide 22 2019 Gross Margin Reconciliation for additional information. In addition, certain projections
contained herein related to results for the year ended December 31, 2020. Although the U.S. GAAP audit of such results is currently in process, unless otherwise indicated, such results represent projections prepared prior to entry into definitive
agreements relating to the proposed business combination. Unless otherwise indicated, such results are not intended to represent, and do not represent, audited results for such period or preliminary data resulting from such audit process. Customary
reporting processes with respect to such 2020 information have not been completed and EV Chargeds auditors have not completed an audit of such estimates. During the course of the audit and review on EV Chargeds 2020 results, items may be
identified that would result in material adjustments as compared to such projections. Accordingly, you should not place undue reliance on such projections. In this presentation, certain of the above-mentioned projected information has been repeated
(in each case, with an indication that the information is an estimate and is subject to the qualifications presented herein), for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective
financial information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective
financial information. Accordingly, there can be no assurance that the prospective forecasts are indicative of the future performance of TPG Pace, EV Charged or the combined company after completion of any proposed business combination or that
actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the
results contained in the prospective financial information will be achieved. 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 of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included
herein, regarding the proposed merger of TPG Pace into New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (New SPAC) and the proposed
acquisition of the common shares of EV Charged by Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (Dutch Holdco), Dutch Holdcos and TPG Paces ability to
consummate the transaction, the benefits of the transaction and Dutch Holdcos future financial performance following the transaction, as well as Dutch Holdcos, EV Chargeds and TPG Paces 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 managements 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 TPG Pace 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 TPG Pace 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 TPG Pace. 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 EV Chargeds 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 EV
Chargeds technology and products could have undetected defects or errors; (7) the effects of competition on EV Chargeds future business; (8) the inability to successfully retain or recruit officers, key employees, or directors following
the proposed business combination; (9) effects on TPG Paces public securities liquidity and trading; (10) the markets reaction to the proposed business combination; (11) the lack of a market for TPG Paces securities; (12) TPG
Paces and EV Chargeds 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 TPG Paces 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 TPG Pace, Dutch
Holdco or EV Charged; (17) the possibility that TPG Pace or EV Charged 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 TPG Pace. 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 Holdcos and TPG Paces expectations and projections can be found in TPG Paces initial
public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPG Paces periodic reports and other SEC filings are available publicly on the SECs website at http://www.sec.gov. TPG PACE BENEFICIAL FINANCE
CORP. 2
Important Information (Continued) Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including EBITDA and adjusted gross margin. EBITDA is calculated as Revenue less cost of goods sold, and operating expenses. Adjusted gross margin is calculated as gross profit plus inventory write downs divided by revenue. Management believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to EV Chargeds financial condition and results of operations. TPG Pace believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore the non-GAAP measures of EV Charged included in this presentation may not be directly comparable to similarly titled measures of other companies. Industry and Market Data; Trademarks and Trade Names Information and opinions in this presentation rely on and refer to information and statistics regarding the sectors in which EV Charged competes and other industry data. TPG Pace obtained this information and statistics from third-party sources, including reports by market research firms. TPG Pace and EV Charged have not independently verified the information and make no representation or warranty, express or implied, as to its accuracy or completeness. TPG Pace and EV Charged have supplemented this information where necessary with information from EV Chargeds own internal estimates, taking into account publicly available information about other industry participants and EV Chargeds managements best view as to information that is not publicly available. The industry and market data included herein presents information only as of and for the periods indicated, is subject to change at any time, and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with TPG Pace or EV Charged. TPG Pace and EV Charged also own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with TPG Pace or EV Charged, or an endorsement or sponsorship by or of TPG Pace or EV Charged. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that TPG Pace or EV Charged will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. No Offer or Solicitation This presentation 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. Confidentiality All recipients agree that they will keep confidential all information contained herein and not already in the public domain and will use this presentation solely for evaluation purposes. Recipient will maintain all such information in strict confidence, including in strict accordance with any underlying contractual obligations and all applicable laws, including United States federal and state securities laws. This presentation is not intended to constitute and should not be construed as investment advice and does not constitute investment, tax, or legal advice. Important Information For Investors and Stockholders This communication 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 has confidentially submitted with the SEC a draft registration statement on Form F-4, which includes a prospectus of Dutch Holdco and a proxy statement of TPG Pace. Dutch Holdco and TPG Pace also plan to publicly file the registration statement on Form F-4 and 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 TPG Pace. INVESTORS AND SHAREHOLDERS OF TPG PACE 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 TPG Pace 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, TPG Pace, ENGIE New Business S.A.S. (ENGIE Seller) and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of TPG Pace in connection with the proposed transaction. Information about the directors and executive officers of TPG Pace is set forth in TPG Paces 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. TPG PACE BENEFICIAL FINANCE CORP. 3
Important Information (Continued) Additional Information About the Business Combination and Where to Find It In connection with the proposed business combination, Dutch Holdco has confidentially submitted a draft registration statement on Form F 4 and the related proxy statement/prospectus with the SEC. Additionally, Dutch Holdco and TPG Pace will publicly file the registration statement on Form F-4 and will file other relevant materials with the SEC in connection with the proposed merger of TPG Pace into New SPAC and the proposed acquisition from ENGIE Seller of the common shares of EV Charged by Dutch Holdco. The materials to be filed by Dutch Holdco and TPG Pace with the SEC may be obtained free of charge at the SECs website at www.sec.gov. Investors and security holders of TPG Pace 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, TPG Pace, ENGIE Seller and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of TPG Paces 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 TPG Paces executive officers and directors in the solicitation by reading TPG Paces 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 4
Transaction Summary Sponsored Public Listing NYSE: TPGY NYSE: EVB Transaction Overview On December 10, 2020, TPG Pace Beneficial Finance Corp. (Pace Beneficial or TPGY) announced it had entered into an agreement to merger with EVBox Group EVBox Group is a leading charging solutions platform for electric vehicles in Europe, with more than 235,000 charge ports sold as February 2021 EVBox Group will be a Netherlands based company listed on the NYSE with a majority independent board Following the transaction existing owner ENGIE New Business S.A.S. (ENGIE Seller), a subsidiary of Engie S.A., a multi-national utility based in France, will retain a more than 40%1 ownership stake in the company and expects to continue as a key partner In connection with the transaction, TPGY raised a $225 million PIPE of common equity, in a private placement anchored by funds and accounts managed by BlackRock, Inclusive Capital Partners, Neuberger Berman funds and Wellington Management as well as several other leading institutional investors EVBox is a leading charging solutions platform for electric vehicles in Europe, with 235,000 charge ports sold to date TPG PACE BENEFICIAL FINANCE CORP. 5
Investment Highlights Leading provider of charging solutions with a proven track record of executing growth Market Leader Founded in the Netherlands, the leading country in EV charging With a Defensible 235,000 charge ports delivered to date, the most of any company Annual Revenue Moat Interoperable software platform delivered as a service enables customers to share in the monetization of their € in millions charging infrastructure Significant structural tailwinds as EV adoption continues to accelerate in European and North American markets 225 Robust Industry Auto OEMs have announced more than $200 billion of planned investment into new EV models and production € Tailwinds capacity $387 billion of global electric vehicle charging infrastructure investment expected by 20401 2018: Software Complete and differentiated product portfolio providing end-to-end solutions for all segments of the charging platform relaunched eco-system Platform as Everon With Attractive Market leading cloud-based software platform with high attachment rates and line of sight to substantial recurring Economics revenues from software subscriptions, services and transaction fees 120 2017: EVBox Asset-light model focused on sale of hardware, software and services acquired by ENGIE Pan-European charging experience will help accelerate future geographic expansion Geographic 70 Actively expanding in the United States, recently released new products specifically for the US market Expansion 58 Opportunities Established dedicated US sales force and manufacturing facility in Illinois Strategic partnership with Engie will help accelerate growth and facilitate entry into other markets 26 12 14 10 Fully funded business plan with targeted $420mm on the Balance Sheet2 Attractive, Fully Funded Business Attractive Valuation representing 6.7x projected 2021 Revenue and 3.6x projected 2022 Revenue3 Model Expected EBITDA breakeven by 2023 2015A 2016A 2017A 2018A 2019A 2020E 2021E 2022E EVBox is the leading EV charging platform, servicing a market that is poised for explosive growth as automotive sales continue to shift away from internal combustion engines Note: Projections are TPG Pace Estimates. Historical financial metrics through 2018 are shown on a Dutch GAAP basis while 2019 actuals and forward projections are shown on a U.S. GAAP basis. With respect to projections and historical financials see page 2 Use of Projections 1. Source: Bloomberg NEF. 2. Assumes no redemptions by SPAC holders in business combination. 3. Assumes $10/share price. Target net cash and ENGIE Seller ownership assumes no redemptions by SPAC holders in business combination. TPG PACE BENEFICIAL FINANCE CORP. 6
Business Combination Update EVBox Group recently completed the re-audit of the 2019 financials on a U.S. GAAP basis (existing 2019 audit was done on a Dutch GAAP basis) 2019 Revenue was consistent with expectations 2019 Aggregate Cost of Goods Sold and Operating Expenses were consistent with expectations U.S. GAAP conversion reallocated ~ €4 million of Operating Expenses into Cost of Goods Sold, including functions such as supply chain, post-sales customer support and associated overhead On March 24, 2021, Pace Beneficial confidentially submitted the initial draft of the F-4 (merger proxy) for the business combination with the Securities Exchange Commission (SEC) which initiates the SECs review process Assuming that EVBox Group completes its 2020 audit on a U.S. GAAP basis by early May, we expect to close the business combination in June of 2021 On March 15, 2021, Pace Beneficial and ENGIE Seller amended the Business Combination Agreement (BCA) to allow Pace Beneficial the ability to extend the outside closing date of the BCA from June 8th by 90 days to September 6th ENGIE Seller is currently funding all operating cash requirements through closing Following completion of 2020 U.S. GAAP Audit, the Business Combination is expected to close in June TPG PACE BENEFICIAL FINANCE CORP. 7
Integrated Charging Platform Platform solutions allows for bundling of Charging Software, Hardware, and Services EVBox AC & DC Smart Charging Stations Everon Enterprise Charging Management Software EVBox / Everon Support & Services With end-to-end solutions, EVBox Group offers a platform-based approach to serve all constituents across the EV charging ecosystem TPG PACE BENEFICIAL FINANCE CORP.
EVBox Group Products and Solutions CUSTOM CORPORATE & FLEET SOLUTIONS Branded Charging management White-label mobile app API capabilities to integrate Professional services for Charging Stations platform for business drivers into parking, fleet, and training, site Utilities management, and energy applications Charging Network upgrades Fleets & Lease Fuel Retailers Car Dealerships INTEGRATED COMMERCIAL Regular & Fast Charging management EVBox Care Project Planning, Site Charging Stations software Services Optimization, Energy SOLUTIONS Management Workplace Hospitality Retail RESIDENTIAL & AUTOMOTIVE SOLUTIONS EVBox Elvi home EVBox Elvi for multi- Branded residential charging Mobile app for drivers Private home charging with l family units/apartments for mass production by Apartments / subscription & with billing capabilities specific charging players Condominiums card for drivers for tenants (Automotive) Automotive We design and sell market leading hardware, software and services to EV charging station owners and drivers
Diversified Customer Base Fleets, Parking & Transport Charging Enablers & Distributors Workplace & Hospitality Utilities & Municipalities Fuel & Charging Service Providers Automotive EVBox Group is the charging solution partner of choice to a broad array of customers around the world
Platform Model Drives Substantial Recurring Revenue Illustrative Example of Single Business Charging Station: Region: Europe Software Subscription: Yes rance Services: Yes e Fee: Yes Ports: 2 r Output: 22 kW Type: Level 2 AC Recurring revenue grows over time with the uptake of incremental software products and features and additional transaction fees associated with increased utilization Hardware (One-Time) Software Subscription, Assurance Revenue, and Transaction Fees (Recurring) Over the lifetime of a single charging station, more than half of the revenue is from recurring software, services and transaction fees
European Policy Tailwinds Electric Vehicle Car Incentives National BEV Incentives in Place1 An increasing number of countries have introduced legislation, outright banning sale of ICEs beyond a certain date National Internal Combustion Engine Sales Phase-out Policies in Effect Electric Vehicle Charging Port Incentives European State EV Infrastructure Incentive Plans 50% 40% €900 50% cost cost subsidy for residential tax deductible on contribution for contribution for connected CP installation private & commercial CP consumers commercial CP installation €1,000 75% / £350 €600 €1,800 subsidy for residential subsidy for residential & subsidy for subsidy for CP installation commercial residential commercial CP installation CP CP 13.5% 75% €1,000 €1,000 36% corporate tax individual tax subsidy for dealer subsidy for CP installation public CP discount with deductible deductible EV purchase Comprehensive legislation on a regional and country level will lead to an inflection point in take-up and rapidly accelerate the electrification of the Europe auto fleet 1. Total incentive figures include direct purchase subsidies, scrappage subsidies and tax credits on a national level and reflect the upper bound. Various regional and municipal incentive mechanisms have not been included. Ongoing tax credits throughout the lifetime of vehicle operation have not been factored in. Source: European Commission.
EVBoxs European Leadership Position Enables Global Expansion Cumulative Charging Ports Delivered Primary Nordics 11,000 24 2 Languages Rest of Europe 20,000 Currencies 9 1 UK & Ireland 8,000 Rest of World 10,000 EVBox Total 235,000 Netherlands 84,000 Population1 602MM 331MM Germany 67,000 France 32,000 CPOs 100+ 9 Roaming 7 0 Spain & Portugal 3,000 Platforms Europe is an extremely fragmented and complex market with every European Member State having country specific hardware and software requirements Requires sophisticated products and deep local knowledge and relationships EVBox has penetrated Europe with the most advanced products and solutions Strategic relationship with Engie has allowed EVBox to leverage their footprint and quickly scale-up in new markets Our sophisticated solutions are easily translated to less complicated markets, such as North America We are well positioned to defend our competitive position in Europe and rapidly enter North America Note: All statistics refer to Europe as a whole, not limited to EU member nations. 1. Source: UN Department of Economic and Social Affairs, excludes Russia.
Europe is Now the Largest and Fastest Growing EV Market Annual EV Sales 000s 2018 EV Sales 2019 EV Sales 2020 EV Sales EV Market Share EV Sales as % of Total Auto Sales 2018 EV Market Share 2019 EV Market Share 2020 EV Market Share European EV sales have more than tripled over the past two years and now stands as the clear leader in EV adoption with 10% of new auto sales in 2020 being electric Source: EV-Volumes.com, Bureau of Economic Analysis. Figures includes BEVs and PHEVs.
Evolution of EV Charging Solutions Illustrative Hospitality Case Study Stage 1: Trial Hotel buys and installs charging station, with basic features as a perk for guests. Station is not monitored. Charging station is not monetized; free charging for guests and staff. Most common case in the US, rare case in Europe (past behavior). Stage 2: Adopt and Manage Hotel buys and installs smart charging station, with remote maintenance and some advanced features. Charging station is monetized; guests, staff, or the public can pay via mobile app or MSP-provided RFID card. Most common case in Europe, charging is made available to the public via CPOs (e.g. EVBox). Stage 3: Expansion Hotel offers differentiated pricing and payment per user; smart charging is applied as well. Employee charging expenses are debited directly from paycheck. Hotel guests can pay for charging on their room bill. Increasingly more cases in Europe with differentiated pricing per user. Stage 4: Customization Hotel integrates charging access with its reward program, offering charging app with custom Everon integration. Dynamic pricing, centralized monitoring from a single system. Near-future case with energy management integration, dynamic load balancing, and API integration with hotel system.
EVBox Smart Charging Stations RESIDENTIAL (AC) COMMERCIAL (AC) FLEET / PUBLIC (DC) EVBox EVBox EVBox EVBox EVBox EVBox EVBox Elvi BusinessLine PublicLine Iqon Troniq 50 Troniq 100 Ultroniq Home Workplace Retail and Commercial and Car fleets Commercial Bus Fuel Highway / hospitality street parking Fleet Depot Depot Retail Corridors Use case Long stops, 4-8 hours 1-8 hours Short stops, 30-90 mins 15-60 mins 5-30 mins Power output 7.4 to 22 kW Up to 22 kW Up to 50 kW Up to 100 kW Up to 350 kW Range added Up to 75 miles in 1 hour 75 miles in 1 hour 75 miles in 30 min 155 miles in 30 min 250 miles in 15 min Charging stations that cover all industry segments from residential and workplace, to commercial and corridor DC fast charging
EVBox Embedded Software Technology Regular Charging (AC) Platform Fast Charging (DC) Platform ⪠Our next-generation AC platform allows for car communication, vehicle-to-grid and ⪠Our next-generation DC modular platform significantly decreases maintenance and cloud-enabled services upgrade spend and improve ROI proposition ⪠As the nexus of an IoT ecosystem of charging, connectivity and energy management, ⪠Field upgradable products will provide significant ROI benefits to customers the embedded platform will facilitate tapping into ancillary revenue pools ⪠5G-Ready ⪠Latest Open ⪠Plug & Charge Ready Protocols ⪠Vehicle-To-Grid (V2G) Enablement Ecosystem (IoT) Platform Integration Battery Solar storage panels ⪠Cloud-enabled Platform Services Energy ⪠Integrated Dynamic Load management Balancing ⪠Latest Cyber-Security Protocols We continuously update our portfolio to offer future-proof solutions addressing tomorrows energy infrastructure needs 17
Everon Platform Approach Platform-as-a-service Large businesses can self-serve themselves in the platform operate and manage multiple customers and millions of drivers and transactions Customizable approach 21 languages, extensive billing and payment features, and ability to connect with multiple providers via roaming-as-a-service API-first Exposing reach set of public APIs; fully compliant with open-source protocols including OCPP and OCPI critical for scalability and integration with complementary backends (parking, fleets, energy) White-labeled interfaces Fully branded platform portal and applications including look & feel, domain, contact details, legal documents We built an Enterprise Charging Management Platform based on key design principles to serve corporate customers in a fast-growing industry
Exponential Shipment Growth Cumulative EVBox Charge Ports Shipped
Potential for Robust Growth as Revenue Diversifies Charge Ports Shipped Annual in 000s Revenue Type € Millions Hardware Software & Services Revenue Geography € Millions Europe North America Note: Projections are TPG Pace Estimates. Forward projections are shown on a U.S. GAAP basis, with respect to projections and historical financials see page 2 Use of Projections
Consolidated Financial Projections Financial Projections at Announcement Updated Commentary € in Millions 2020 2021 2022 2023 Total Revenue €70 €120 €225 €372 2020 Revenue now expected to be in the 72 to 75 million range on a U.S. GAAP % YoY Growth 72% 87% 65% basis Gross Profit 17 38 82 140 We expect Gross Margin % for future periods Gross Margin % 24% 32% 37% 38% to reflect adjustments of the type shown for 2019 on slide 22, including with respect to our Total Operating Expenses(1) 118 127 138 Gross Margin % for 2020, which is currently under audit Adjusted EBITDA (80) (45) 2 After accounting for the above adjustments, EBITDA Margin % (66%) (20%) 1% we continue to expect substantial Gross Margin % expansion as Revenue growth Capital Expenditures(1,2) 26 14 17 accelerates beyond the costs of scaling the organization and as mix shifts to higher margin products and software subscriptions EBITDA - Capex (106) (59) (15) Asset-light business with expected near-term EBITDA breakeven and substantial revenue growth and EBITDA margin expansion potential going forward Note: Projections are TPG Pace Estimates. With respect to projections and historical financials see page 2 Use of Projections 1. 2020 Operating Expenses and Capital Expenditures are still being evaluated given differing rules under Dutch and U.S. GAAP regarding the capitalization of hardware and software development expenses, which is a primary focus of the U.S. GAAP Audit. 2. 2021 Capital Expenditures are elevated due to buildout of US manufacturing facility, IT infrastructure spending, and tooling associated with new product line introductions. TPG PACE BENEFICIAL FINANCE CORP. 21
2019 Gross Margin Reconciliation Notes on Gross Margin Reconciliation €MM FY2019 EVBox historically reported its financials consistent with generally accepted Hardware Revenue 50.7 accounting principles in the Netherlands (Dutch GAAP); in connection with the Software & Services Revenue 7.2 merger with TPG Pace, EVBox has converted its financial statements to those using generally accepted accounting principles in the United States (U.S. GAAP). Total Revenue 57.9 The majority of changes are due to the difference in accounting methodology (-) Raw Materials, Consumables, & Freight (37.0) wherein Dutch GAAP allows for accounting for expenses by their nature (e.g. (-) Direct Software & Services COGS (4.4) Personnel Costs, Raw Materials, etc.) while U.S. GAAP requires accounting for expenses by function (e.g. COGS, G&A, Sales & Marketing, etc.): Direct Gross Profit 16.5 Direct Margin 28% Direct Margin (Non-GAAP Measure): This is closely analogous to Gross Margin under Dutch GAAP and only accounts for direct costs associated with (-) Personnel & Overhead Reallocated from Opex (4.1) sales (-) Excess & Obsolute Inventory / Warranty Claims (4.6) Personnel & Overhead Reallocated from Opex: Under Dutch GAAP with Gross Profit (Ex. Amortization) 7.8 costs split by their nature, personnel costs and overhead associated with Gross Margin (Ex. Amortization) 13% employees in cost centers such as supply chain and customer support are classified as operating expenses, while under U.S. GAAP they are allocated (-) Amortization of Intangibles (1.8) to COGS. These expenses are scalable in nature and not expected to Reported Gross Profit 6.0 increase linearly with revenue Reported Gross Margin 10% Amortization of Intangibles: This is a non-cash expense associated with an (+) Amortization of Intangibles 1.8 acquisition that was completed in 2018, under U.S. GAAP certain intellectual property was required to be separately identified and amortized within COGS (+) One-Time Excess & Obsolete Inventory / Warranty Claims 2.0 Normalized Gross Margin (Non-GAAP Measure): Represents Normalized Gross Profit 9.8 managements view of Gross Margin under U.S. GAAP after adjusting for Normalized Gross Margin 17% non-cash amortization, and higher than normal Excess & Obsolete Inventory / Warranty expenses associated with discontinued product lines and new product rollouts TPG PACE BENEFICIAL FINANCE CORP. 22
Sources & Uses / Pro-Forma Valuation Sources & Uses Post-Transaction Ownership(1,3,4) Sponsor 7% Sources $MM €MM % PIPE Investors ENGIE Seller Equity Rollover $612 €506 44% 16% SPAC Cash in Trust(1) $350 €289 25% ENGIE Seller 44% Forward Purchase Agreements Cash Proceeds $100 €83 7% FPA PIPE Issuance Cash Proceeds $225 €186 16% Investors 8% Sponsor Shares(2) $113 €93 8% Total Sources $1,399 €1,156 100% SPAC IPO Investors Uses $MM €MM % 25% ENGIE Seller Equity Rollover $612 €506 44% Pro-Forma Valuation Cash to Engie(1) $184 €152 13% Cash to Balance Sheet(1) $420 €347 30% $MM €MM Repay Outstanding Debt $18 €15 1% Illustrative Share Price $10.00 €8.26 (2) Sponsor Shares $113 €93 8% Shares Outstanding(3,4) 140 140 Underwriting Fees & Other Expenses $52 €43 4% Equity Value $1,399 €1,156 Total Uses $1,399 €1,156 100% Net Cash Balance (420) (347) Total Enterprise Value $979 €809 TEV / 2021E Revenue 6.7x 6.7x TEV / 2022E Revenue 3.6x 3.6x Note: Assumes EUR-USD exchange ratio of 1.21. 1. Assumes no redemptions. Business Combination Agreement (BCA) has a minimum available cash condition of $250 million; available cash equals balance of SPAC trust account after redemptions plus net proceeds from PIPE/FPA. BCA provides ENGIE Seller entitled to receive cash consideration in an amount equal to (i) 50% of available cash in excess of $260 million plus transaction expenses (50% of available cash in excess of $312 million assuming $52 million of transaction expenses) up to $150 million of cash consideration plus (ii) 60% of available cash in excess of $ 560 million plus transaction expenses (60% of available cash in excess of $612 million assuming $52 million of transaction expenses) up to $30 million of cash consideration plus (iii) $4 million of management closing incentive awards, such that total cash consideration shall not exceed $184 million. Any redemptions would reduce cash to the balance sheet and ENGIE Seller cash secondary proceeds. Total consideration to ENGIE Seller assumes that the transaction closes in June and purchase price reflects increase of approximately $10 million for April/May. Includes sponsor shares forfeited to FPA investors. 2. Other outstanding instruments from TPGY.U IPO and FPA: 9 million warrants for 9 million shares at $11.50 per share; 6 million private warrants for 6 million shares at $11.50 per share. 3. ENGIE Seller to receive up to 6.1 million earn-out shares based on 2021 revenue; 2021 earnout vests linearly based off a range of 2021 revenue between €125 million and €145 million. ENGIE Seller to receive up to 3.6 million earn-out shares if any one of three outcomes are met: i) 2022 earn-out vests linearly based off a range of 2022 revenue between €230 million and €245 million; ii) 2022 earn-out vests in full if EVBox Groups stock closes above $14 / share for 20 out of any 30 trading days in calendar year 2022; iii) 2022 earn-out vests in full if EVBox Groups stock closes above $16 / share for 20 out of any 30 trading days in calendar year 2023. If ENGIE Seller receives the full 2021 earn-out their ownership percentage increases to 46% and if ENGIE Seller receives the full 2021 and full 2022 earn-outs their ownership percentage increases to 47%. TPG PACE BENEFICIAL FINANCE CORP. 23
Defining EVBoxs Comparables Electric Vehicle Charging ⪠Leading North American EV Charging company ⪠Similar scale ⪠Mixed hardware / software model Energy Technology ⪠Technology driven solutions in the clean energy sector ⪠Software component to model ⪠Similar gross margins ⪠Similar long-term EBITDA margins Software-Enabled Hardware ⪠Technology solution that includes mix of hardware and software ⪠Recurring nature of software model ⪠Higher growth that is more similar than closest functional comps
EVBox Investment Opportunity Current geographic mix Primarily Europe Primarily North America 2021E Revenue $145MM (€120MM) $204MM1 2021E Revenue growth 71% 39%1 Transaction Price Current Current Share Price $10.00 $18.59 $22.93 Enterprise Value $1.0 Billion $2.3 Billion $7.3 Billion2 2021E EV / Revenue 6.7x 15.7x 35.9x 2022E EV / Revenue 3.6x 8.3x 21.5x EVBoxs business, financial, and valuation profiles are highly attractive Source: S&P Capital IQ of 3/23/2021. Note: Assumes EUR-USD exchange ratio of 1.21. 1. Chargepoint 2021E Revenue and Revenue Growth based consensus estimates for FY2022 which is comparable to calendar year 2021. 2. Chargepoint EV includes dilution from 39.2 million private warrants ($6.74 strike price), 16 million SBE warrants ($11.50 strike price) and 21.6 million vested options ($0.61 strike price) using treasury share method as well as assumed vesting of 18.9 million earn-out shares. TPG PACE BENEFICIAL FINANCE CORP. 25
Key Takeaways Established Industry Leading Platform with Best in Market Hardware and Software Accelerating Growth
Driven by EV Sales and EV Charging Infrastructure Expansion Attractive and Highly Scalable Business Model Expected Path to Large Base of Recurring Revenue Compelling Valuation Powerful Carbon Reduction Impact
2019 Audited Income Statement (US GAAP) Year Ended December 31, € 000 2019 Revenue Product Sales €50,664 Software subscriptions, services and other 7,248 Total Revenue €57,912 Cost of Revenue Product sales €45,618 Software subscriptions, services and other 4,499 Amortization of purchased technologies 1,810 Total cost of Revenue €51,927 Gross Profit €5,985 Operating Expenses Research and development €21,451 Sales and marketing 20,640 General and administrative 13,810 Amortization of intangibles and other business combination related expenses 1,557 Total Operating Expenses €57,458 Loss from Operations (€51,473) Interest income (expense) (41) Other income (expense), net 182 Net loss before income taxes (€51,332) Benefit / (provision) for income taxes 884 Net Loss (€50,448)
2019 Audited Balance Sheet (US GAAP) Year Ended December 31, € 000 2019 Assets Current Assets: Cash and cash equivalents €44,659 Restricted cash 276 Accounts receivable 28,034 Inventories 19,217 Prepaid expenses and other current assets 9,235 Total Current Assets €101,421 Property and equipment, net €3,236 Intangible assets, net 17,275 Goodwill 75,297 Other assets 843 Total Assets €198,072 Liabilities and Stockholders Equity Current Liabilities: Accounts payable €19,713 Compensation and benefits payable to employees 2,512 Accrued and other current liabilities 7,860 Deferred revenue 5,331 Current portion of contingent consideration 751 Total Current Liabilities €36,167 Deferred revenue, noncurrent 845 Long-term debt 631 Contingent consideration 1,428 Other long-term liabilities 3,378 Total Liabilities €42,449 Total Stockholders Equity €155,623 Total Liabilities and Stockholders Equity €198,072
2019 Audited Cash Flow Statement (US GAAP) Year Ended December 31, € 000 2019 Cash flows from operating activities Net loss (€50,448) Adjustments to reconcile net loss to net cash 6,643 Changes to operating assets and liabilities (15,752) Net cash used in operating activities (€59,557) Cash flows from investing activites Net cash used in investing activities (€1,776) Cash flows from financing activities Net cash provided by financing activities €99,775 Effect of exchange rate changes on cash (2) Net Increase (decrease) in cash and cash equivalents 38,440 Cash and cash equivalents at beginning of period 6,495 Cash and cash equivalents at end of period €44,935
Illustrative Fully Diluted Share Count Illustrative Share Price Share count in millions $10.00 $11.00 $12.00 $13.00
$14.00 $15.00 $16.00 $17.00 $18.00 TPGY Public IPO Shares 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 TPGY Public Warrants(1, 2) 0.3 0.8 1.3 1.6 2.0 2.3 2.5 FPA Shares 10.7 10.7 10.7 10.7 10.7 10.7 10.7 10.7 10.7 FPA Warrants(1, 3)
0.1 0.2 0.4 0.5 0.6 0.6 0.7 PIPE Shares 22.5 22.5 22.5 22.5 22.5 22.5 22.5 22.5 22.5 TPGY Sponsor Shares 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 10.5 ENGIE Seller Shares 61.2 61.2 61.2 61.2 61.2 61.2 61.2 61.2 61.2 Private Warrants(1,
4) 0.3 0.7 1.1 1.4 1.7 1.9 2.2 Total 139.9 139.9 140.5 141.7 142.6 143.4 144.1 144.8 145.3 ENGIE Seller earnouts: 2021 Earnout: up to 6.1 million earnout shares based on 2021 revenue; 2021 earnout vests linearly based off a
range of 2021 revenue between €125 million and €145 million. 2022 Earnout: up to 3.6 million earnout shares if any one of three outcomes are met: i) 2022 earnout vests linearly based off a range of 2022 revenue between €230
million and €245 million; ii) 2022 earnout vests in full if EVBox Groups stock closes above $14 / share for 20 out of any 30 trading days in calendar year 2022; iii) 2022 earnout vests in full if EVBox Groups stock closes above $16
/ share for 20 out of any 30 trading days in calendar year 2023. Note: Assumes EUR-USD exchange ratio of 1.21. 1. Assumes treasury share method for public, FPA, and private warrants. 2. 7.0 million public warrants issues as part of TPGY IPO with
strike price of $11.50 and redemption price of $18.00. 3. 2.0 million FPA warrants to be issued with strike price of $11.50 and redemption price of $18.00. 4. 6.0 million private warrants as part of TPGY IPO. TPG PACE BENEFICIAL FINANCE CORP. 30
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