tm2124386-14_defm14a - none

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section 240.14a-12

TPG PACE SOLUTIONS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

Filed pursuant to Rule 424(b)(3)

File No. 333-258739

LETTER TO SHAREHOLDERS OF TPG PACE SOLUTIONS CORP.

TPG PACE SOLUTIONS CORP.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102

Dear TPG Pace Solutions Corp. Shareholders:

You are cordially invited to attend an extraordinary general meeting of the shareholders of TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands (“TPG Pace”). The meeting will be held on November 30, 2021 at 4:30 p.m. Eastern time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, and via live webcast pursuant to the procedures described in the accompanying proxy statement/prospectus (the “extraordinary general meeting”). The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/tpgpacesolutions/2021, where you will be able to listen to the meeting live and vote during the meeting. Rather than attending in person, we encourage you to attend via live webcast. Please note that you will only be able to access the extraordinary general meeting by means of remote communication.

The extraordinary general meeting has been called to approve, among other things, the business combination between TPG Pace and Vacasa Holdings, LLC, a Delaware limited liability company (“Vacasa Holdings”). We sometimes refer below to Vacasa Holdings following the business combination as “OpCo”.

At the extraordinary general meeting, TPG Pace shareholders will be asked to consider and vote upon a proposal, which is called the “Business Combination Proposal,” to approve and adopt the business combination between TPG Pace and Vacasa Holdings. The business combination will be effected by the transaction steps set forth in the Business Combination Agreement (as defined below) entered into by the parties for such purpose (the “Business Combination”). The business combination agreement is dated as of July 28, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), and is by and among TPG Pace, Vacasa Holdings, Turnkey Vacations, Inc., a Vacasa Holdings equity holder (“TK Newco”), certain other Vacasa Holdings equity holders (together with TK Newco, the “Blockers”), Vacasa, Inc., a wholly-owned subsidiary of Vacasa Holdings (“Vacasa, Inc.”) and certain other parties. Vacasa, Inc., which is a Delaware corporation, will become the publicly-traded vehicle following the completion of the Business Combination and your TPG Pace ordinary shares will be converted into shares of capital stock of Vacasa, Inc. in a merger transaction contemplated by the Business Combination.

The aggregate consideration to be paid to Vacasa Holdings equity holders (including for this purpose the owners of the Blockers with respect to their indirect interest in Vacasa Holdings equity and the holders of vested Vacasa Holdings unit appreciation rights and vested options to purchase shares of TK Newco common stock (collectively, the “Existing VH Holders”)) will be based on an equity value for Vacasa Holdings of $3,963,000,000. This aggregate consideration will consist of (i) equity consideration valued at $10.00 per share /unit, and (ii) if elected by Vacasa Holdings, cash consideration up to, in the aggregate, an amount equal to the excess of the amount of cash available to us (following the contemplated equity financings referred to below), the payment of transaction expenses (of both Vacasa Holdings and TPG Pace), deferred underwriting commissions, and any share redemptions over $373,000,000, in which case the amount of consideration in clause (i) will be reduced accordingly. Vacasa Holdings is entitled to determine the amount of Vacasa Cash Consideration in its sole discretion and, as of the date of the accompanying proxy statement/prospectus, Vacasa Holdings expects to elect that the amount of Vacasa Cash Consideration will be $0.00.

The Business Combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies (such as Vacasa Holdings) undertaking an initial public offering. The Up-C structure allows certain of the Existing VH Holders (other than the owners of the Blockers) to retain their direct equity ownership in Vacasa Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of units of common equity of OpCo following the Business Combination (“OpCo Units”). Immediately following the Closing (as defined below), Existing VH Holders are expected to own 100% of the outstanding OpCo Units that are not owned by Vacasa, Inc.

TABLE OF CONTENTS

Following the completion of the Business Combination, holders of OpCo Units (other than Vacasa, Inc.) will, subject to certain limitations, have the right to cause OpCo to acquire all or a portion of their OpCo Units and corresponding shares of Class B common stock of Vacasa, Inc. (“Vacasa Class B Common Stock”), which may be settled for, at Vacasa, Inc.’s election, (i) one share of Class A common stock of Vacasa, Inc. (“Vacasa Class A Common Stock”), subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash. These acquisitions of OpCo Units will provide potential future tax benefits for Vacasa, Inc. (a substantial portion of which Existing VH Holders that are parties to a Tax Receivable Agreement will benefit from pursuant to the Tax Receivable Agreement). For more information, please see “Business Combination Proposal — Related Agreements — OpCo LLC Agreement” and “Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the Business Combination will be accomplished by way of the following transaction steps:

•

a series of secured convertible notes of Vacasa Holdings will convert into a series of preferred units of Vacasa Holdings and outstanding warrants to purchase equity interests in Vacasa Holdings will be exercised in accordance with their terms;

•

a restructuring will be completed such that, after giving effect to that restructuring, the Blockers will directly hold equity interests in Vacasa Holdings;

•

Vacasa Holdings will recapitalize its outstanding equity interests into Vacasa Holdings common units (subject to substantially the same terms and conditions, including applicable vesting requirements) and certain other rights to acquire equity interests (the “Vacasa Holdings Recapitalization”);

•

one (1) business day prior to the closing date of the transactions contemplated by the Business Combination Agreement (the “Closing”), TPG Pace will merge (the “Domestication Merger” and the proposal to approve the Domestication Merger, the “Domestication Merger Proposal”) with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger;

•

at the effective time of the Domestication Merger (the “Domestication Merger Effective Time”), (a) each then issued and outstanding Class A ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of Vacasa Class A Common Stock; (b) each then issued and outstanding Class F ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class F common stock of Vacasa, Inc. (“Vacasa Class F Common Stock”, which thereafter will convert into shares of Vacasa Class A Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation); (c) each then issued and outstanding Class G ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class G common stock of Vacasa, Inc. (“Vacasa Class G Common Stock”); and (d) the common stock of Vacasa, Inc. held by Vacasa Holdings will be cancelled;

•

the investors party to Subscription Agreements (as defined below) will purchase, and Vacasa, Inc. will issue and sell to the investors, the number of shares of Vacasa Class A Common Stock pursuant to and set forth in the Subscription Agreements against payment of the amount set forth in the Subscription Agreements;

•

the investors party to the Forward Purchase Agreements (as defined below) will purchase, and Vacasa, Inc. will issue and sell to such investors, the number of shares of Vacasa Class A Common Stock pursuant to and as set forth in the Forward Purchase Agreements against payment of the amount set forth in the Forward Purchase Agreements;

•

through a series of separate merger transactions, the Blockers will merge with and into Vacasa, Inc., with Vacasa, Inc. ultimately surviving such merger transactions and owning the assets previously owned by the Blockers (the “Blocker Mergers”);

•

TABLE OF CONTENTS

transaction expenses (of both Vacasa Holdings and TPG Pace) and amounts paid in respect of shareholder redemptions and including the net cash proceeds resulting from the share issuances contemplated by the Subscription Agreements and the Forward Purchase Agreements (collectively, “Available Cash”), less the Vacasa Cash Consideration, to OpCo in exchange for a number of OpCo Units such that Vacasa, Inc. thereafter will hold a number of OpCo Units equal to the total number of shares of Vacasa Class A Common Stock and Vacasa Class G Common Stock issued and outstanding immediately after giving effect to the Business Combination. The amount of cash to be contributed by Vacasa, Inc. to OpCo at the Closing is estimated to be approximately $429 million, net of transaction expenses, assuming no redemptions by TPG Pace shareholders; and

•

on the date of the Closing, in connection with the Vacasa Holdings Recapitalization, the Domestication Merger and Blocker Mergers, as applicable: (a) Vacasa, Inc. will sell a number of shares of Vacasa Class B Common Stock to each holder of OpCo Units for an amount per share equal to the par value thereof, (b) each Vacasa Holdings unit appreciation right award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an award of stock appreciation rights (each, a “Vacasa SAR Award”) covering a number of shares of Vacasa Class A Common Stock determined by application of an exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio shall also be applied to adjust the per share exercise price of the Vacasa SAR Award), (c) each option to purchase TK Newco stock that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of Vacasa Class A Common Stock (each, a “Vacasa Option”), determined by application of an exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio shall also be applied to adjust the per share exercise price of the Vacasa Option), (d) each Existing VH Holder entitled to receive a portion of the Vacasa Cash Consideration (other than the holders of the Blockers), if applicable, will sell OpCo Units to Vacasa, Inc. in exchange for its allocable portion of the Vacasa Cash Consideration, if applicable, (at a price of $10 per OpCo Unit) and certain rights described in the Tax Receivable Agreement with respect to such OpCo Units sold, and (e) by virtue of each Blocker Merger, the outstanding equity interests in the applicable Blocker will be converted into the right to receive shares of Vacasa Class A Common Stock (and, if applicable, a portion of the Vacasa Cash Consideration) or other equity interests, and certain rights as set forth in the Tax Receivable Agreement).

Upon the Closing, assuming no redemptions, Existing VH Holders are expected to hold an aggregate of 388,932,962 shares of Vacasa common stock (“Vacasa Common Stock”), comprised of (i) 175,177,171 shares of Vacasa Class A Common Stock and (ii) 213,755,791 shares of Vacasa Class B Common Stock (and a number of OpCo Units corresponding to this number of shares of Vacasa Class B Common Stock). In addition, the Existing VH Holders who hold TK Newco options and Vacasa Holdings unit appreciation rights will be issued (i) Vacasa Options to purchase 5,939,952 shares of Vacasa Class A Common Stock, and (ii) Vacasa SAR Awards covering up to 5,154,732 shares of Vacasa Class A Common Stock, which are subject to any remaining vesting conditions. As described above, the Business Combination is being accomplished through an “Up-C” structure and the type and mix of consideration received by the Existing VH Holders reflect the implementation of such structure.

Following the Closing and based on the assumption that no holder of TPG Pace ordinary shares will elect to redeem its shares, the Existing VH Holders are expected to (i) own approximately 87.8% of the Vacasa Common Stock, comprised of approximately 76.5% of the outstanding Vacasa Class A Common Stock and 100% of the outstanding Vacasa Class B Common Stock and (ii) receive approximately $0.00 of Vacasa Cash Consideration. Vacasa Holdings is entitled to determine the amount of Vacasa Cash Consideration in its sole discretion and, as of the date of the accompanying proxy statement/prospectus, Vacasa Holdings expects to elect that the amount of Vacasa Cash Consideration will be $0.00. For a summary of the assumptions surrounding the ownership percentages in the foregoing, please see “Questions and Answers For Shareholders of TPG Pace — What will the Existing VH Holders receive in the Business Combination?” As a result, the Existing VH Holders will collectively have effective control over the management and decision-making of Vacasa, Inc. following the Business Combination. For a diagram showing the expected post-closing corporate structure, please see the section entitled “The Business Combination Proposal — Organizational Structure” in the accompanying proxy statement/prospectus.

iii

TABLE OF CONTENTS

Following the Closing, Vacasa, Inc. will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. See “Management of Vacasa, Inc. Following the Business Combination — Corporate Governance — Controlled Company Exemption.”

As noted above, concurrently with the execution of the Business Combination Agreement, TPG Pace and Vacasa, Inc. entered into subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which such investors agreed to purchase, and Vacasa, Inc. will issue and sell to such investors, newly issued shares of Vacasa Class A common stock at a purchase price of $9.50 per share for gross proceeds of approximately $77,500,000 (the “PIPE Financing”). In addition, TPG Pace and Vacasa, Inc. entered into amended and restated forward purchase agreements (the “Forward Purchase Agreements”) with (i) certain investors pursuant to which such investors agreed to purchase 10,273,688 shares of Vacasa Class A Common Stock for gross proceeds of approximately $97,600,000 at $9.50 per share, and (ii) TPG Holdings III, L.P. (“TPG Holdings”) and TPG Pace Solutions Sponsor, Series LLC, pursuant to which TPG Holdings agreed to purchase 2,490,000 shares of Vacasa Class A Common Stock per share, for gross proceeds of $24,900,000 at $10.00 per share. TPG Holdings has entered into assignment agreements with certain affiliates, members of management, directors and other investors to assign a portion of its obligation to purchase Vacasa Class A Common Stock pursuant to the Forward Purchase Agreements to such related parties, in accordance with the terms and conditions therein. For more information, please see “Business Combination Proposal — Related Agreements — PIPE Financing” and “Business Combination Proposal — Related Agreements — Forward Purchase Agreements.”

In addition to the Business Combination Proposal and the Domestication Merger Proposal, you also will be asked to consider and vote upon (a) on a non-binding advisory basis, separate proposals to approve material differences between TPG Pace’s existing amended and restated memorandum and articles of association and the proposed certificate of incorporation of Vacasa, Inc., which are referred to herein collectively as the “Governance Proposals,” (b) a proposal to approve, for purpose of complying with provisions of Section 312.03 of The New York Stock Exchange’s Listed Company Manual, the issuance of Vacasa Class A Common Stock in connection with the Business Combination, including, without limitation, to the owners of the Blockers pursuant to the Blocker Mergers and to the investors in the PIPE Financing and the forward purchases, which is referred to herein as the “Stock Issuance Proposal,” and (c) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Merger Proposal and the Stock Issuance Proposal (collectively, the “TPG Pace Proposals”) are approved at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governance Proposals are being submitted for approval on a non-binding advisory basis. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of Class A ordinary shares of TPG Pace (“TPG Pace Class A Shares”) such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by TPG Pace from the Trust Account established at the consummation of the initial public offering of TPG Pace ordinary shares (the “TPG Pace IPO”), together with the aggregate gross proceeds from the PIPE Financing and the forward purchases, equal no less than $300,000,000 after deducting transaction expenses (of both Vacasa Holdings and TPG Pace), deferred underwriting commissions and any amounts paid to TPG Pace shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied.

TABLE OF CONTENTS

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing, including the Subscription Agreements, the Forward Purchase Agreements, the Transaction Support Agreement, the Waiver Agreement, the OpCo LLC Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, and the Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to its amended and restated memorandum and articles of association, TPG Pace is providing its public shareholders with the opportunity to redeem all or a portion of their TPG Pace Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPG Pace to pay its taxes, divided by the number of then outstanding TPG Pace Class A Shares. The per-share amount TPG Pace will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $9,975,000 that TPG Pace will pay to the underwriters of the TPG Pace IPO or transaction expenses incurred by Vacasa Holdings and TPG Pace in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $285,000,000 as of November 5, 2021, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares even if they vote for the Business Combination.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the TPG Pace Class A Shares sold in the TPG Pace IPO without the prior consent of TPG Pace. Any beneficial holder of TPG Pace Class A Shares on whose behalf a redemption right is being exercised must identify itself to TPG Pace in connection with any redemption election in order to validly elect to redeem such TPG Pace Class A Shares. TPG Pace has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of TPG Pace Class A Shares by TPG Pace’s public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that Vacasa Holdings’ obligation to consummate the Business Combination is conditioned on the amount in the Trust Account (net of transaction expenses (of both Vacasa Holdings and TPG Pace), deferred underwriting commissions and the amount of any TPG Pace public shareholder redemptions) plus the net proceeds from the PIPE Financing and the forward purchases equaling or exceeding $300,000,000 as of the closing of the Business Combination. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of TPG Pace Class A Shares by holders of public shares and/or a failure to consummate the PIPE Financing and forward purchases, this condition is not met or is not waived, then Vacasa Holdings may elect not to consummate the Business Combination. In addition, in no event will TPG Pace redeem the TPG Pace Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in TPG Pace’s amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that no holders of public shares exercise their redemption rights with respect to their TPG Pace Class A Shares.

TPG Pace is providing the accompanying proxy statement/prospectus and accompanying proxy card to TPG Pace’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by TPG Pace’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of TPG Pace’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 20 of the accompanying proxy statement/prospectus.

TABLE OF CONTENTS

After careful consideration, the board of directors of TPG Pace, with one director recusing himself from the vote, has unanimously of those voting, approved the Business Combination Agreement and the transactions contemplated thereby and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to TPG Pace’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of TPG Pace, you should keep in mind that TPG Pace’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Domestication Merger Proposal requires a special resolution, being the affirmative vote of two-thirds of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of each of the Governance Proposals, Stock Issuance Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the TPG Pace Proposals are approved at the extraordinary general meeting. Each of the TPG Pace Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the proxy statement/prospectus, and the Governance Proposals are being submitted for approval on a non-binding advisory basis.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the TPG Pace Proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting via the meeting website, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote during the meeting, you may withdraw your proxy and vote during the meeting via the meeting website.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TPG PACE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO

TABLE OF CONTENTS

TPG PACE SOLUTIONS CORP.

301 Commerce Street, Suite 3300
Fort Worth, Texas 76102

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF TPG PACE SOLUTIONS CORP

TO BE HELD ON NOVEMBER 30, 2021

Dear TPG Pace Solutions Corp. Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of TPG Pace Solutions Corp., a Cayman Islands exempted company (“TPG Pace”), will be held on November 30, 2021 at 4:30 p.m. Eastern time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, and via live webcast. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/tpgpacesolutions/2021, where you will be able to listen to the meeting live and vote during the meeting. Rather than attending in person, we encourage you to attend via live webcast. Please note that you will only be able to access the extraordinary general meeting by means of remote communication. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•

Proposal No. 1 — The Business Combination Proposal: To consider and vote upon a proposal to: approve and adopt the Business Combination Agreement, dated as of July 28, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among TPG Pace, Vacasa Holdings, LLC (“Vacasa Holdings”), Turnkey Vacations, Inc., a Vacasa Holdings equity holder (“TK Newco”), certain other Vacasa Holdings equity holders (together with TK Newco, the “Blockers”), Vacasa, Inc., a wholly-owned subsidiary of Vacasa Holdings (“Vacasa, Inc.”) and certain other parties, and approve the transactions contemplated thereby, including:

(i)

the merger (the “Domestication Merger”) of TPG Pace with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger;

(ii)

the stock issuances as contemplated by Proposal No. 4 below;

(iii)

the series of separate merger transactions that will result in the Blockers merging with Vacasa, Inc., with Vacasa, Inc. surviving such merger transactions (the “Blocker Mergers”);

(iv)

Vacasa, Inc.’s contribution of cash to Vacasa Holdings in exchange for units of common equity of Vacasa Holdings (we refer to Vacasa Holdings in this context as “OpCo” and such units of common equity in OpCo as “OpCo Units”);

(v)

the sale of Class B Common Stock of Vacasa, Inc. to holders of OpCo Units, and

(vi)

the purchase by Vacasa, Inc. of OpCo Units from certain existing holders of Vacasa Holdings equity, if applicable.

We refer to this proposal as the “Business Combination Proposal.”

•

Proposal No. 2 — The Domestication Merger Proposal: To consider and vote upon a proposal to approve a plan of merger, and to approve the Domestication Merger. We refer to this proposal as the “Domestication Merger Proposal.”

•

Proposal No. 3 — Governance Proposals: To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain material differences between TPG Pace’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the proposed certificate of incorporation of Vacasa, Inc., a copy of which is attached to the proxy statement/prospectus as Annex B. We refer to these proposals, collectively, as the “Governance Proposals.”

TABLE OF CONTENTS

•

Proposal No. 4 — The Stock Issuance Proposal: To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of The New York Stock Exchange’s (“NYSE”) Listed Company Manual, (a) the issuance of more than 20% of the common stock of Vacasa, Inc. (“Vacasa Common Stock”) in the Business Combination to the owners of the Blockers pursuant to the Blocker Mergers, to the investors in the PIPE Financing (as described in the accompanying proxy statement/prospectus) and to the investors party to the forward purchases and (b) the issuance of shares of Vacasa Common Stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listing Company Manual) in connection with the forward purchases. We refer to this proposal as the “Stock Issuance Proposal.”

•

Proposal No. 5 — The Adjournment Proposal: To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of Class A ordinary shares of TPG Pace (“TPG Pace Class A Shares”) such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by TPG Pace from the trust account (the “Trust Account”) established at the consummation of the initial public offering of TPG Pace ordinary shares (the “TPG Pace IPO”), together with the aggregate gross proceeds from the PIPE Financing and the forward purchases, equal no less than $300,000,000 after deducting transaction expenses (of both Vacasa Holdings and TPG Pace), deferred underwriting commissions and any amounts paid to TPG Pace shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Available Cash Condition”). We refer to this proposal as the “Adjournment Proposal.”

Each of the Business Combination Proposal, the Domestication Merger Proposal and the Stock Issuance Proposal (collectively, “TPG Pace Proposals”) is conditioned on the approval and adoption of each of the other TPG Pace Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governance Proposals are being submitted for approval on a non-binding advisory basis.

These items of business are described in the proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of TPG Pace ordinary shares at the close of business on November 1, 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The proxy statement/prospectus and accompanying proxy card is being provided to TPG Pace’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of TPG Pace’s shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 20 of this proxy statement/prospectus.

After careful consideration, the board of directors of TPG Pace, with one director recusing himself from the vote, has unanimously of those voting approved the Business Combination Agreement and the transactions contemplated thereby and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to TPG Pace’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of TPG Pace, you should keep in mind that TPG Pace’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of TPG Pace’s Directors

TABLE OF CONTENTS

and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to its Existing Governing Documents, TPG Pace is providing its public shareholders with the opportunity to redeem all or a portion of their TPG Pace Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPG Pace to pay its taxes, divided by the number of then outstanding TPG Pace Class A Shares. The per-share amount TPG Pace will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $9,975,000 that TPG Pace will pay to the underwriters of the TPG Pace IPO or transaction expenses (of both Vacasa Holdings and TPG Pace) incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $285 million as of November 5, 2021, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares even if they vote for the Business Combination.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the TPG Pace Class A Shares without the prior consent of TPG Pace. Any beneficial holder of TPG Pace Class A Shares on whose behalf a redemption right is being exercised must identify itself to TPG Pace in connection with any redemption election in order to validly elect to redeem such TPG Pace Class A Shares. TPG Pace has no specified maximum redemption threshold under its Existing Governing Documents, other than the aforementioned 15% threshold. Each redemption of TPG Pace Class A Shares by TPG Pace’s public shareholders will reduce the amount in the Trust Account.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares sought to be redeemed will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, TPG Pace will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of TPG Pace — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on November 26, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The approval of each of the Governance Proposals, the Stock Issuance Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

TABLE OF CONTENTS

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the TPG Pace Proposals are approved at the extraordinary general meeting. Each of the TPG Pace proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governance Proposals are being submitted for approval on a non-binding advisory basis.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the TPG Pace Proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TPGS.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of TPG Pace Solutions Corp.,

Karl Peterson
Chairman of the Board of Directors

TABLE OF CONTENTS

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning TPG Pace, without charge, by written request to TPG Pace Solutions Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, or by telephone request at (212) 405-8458; or Morrow Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TPGS.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for TPG Pace’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of TPG Pace to be held on November 30, 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by November 22, 2021.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

INDUSTRY AND MARKET DATA

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Vacasa Holdings and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Vacasa, Inc. and its subsidiaries following the consummation of the Business Combination.

Unless otherwise indicated, information in this proxy statement/prospectus concerning economic conditions, our industry, the markets in which we operate and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. Certain of these sources were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. Our estimates are derived from publicly available information released by independent third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of our industry and the markets in which we operate, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any such information, and these sources generally state that the information they contain has been obtained from sources believed to be reliable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by independent third parties and by us.

In particular, certain information identified in this proxy statement/prospectus is contained in the following third-party industry sources:

•

Rented.com, Vacation Rental Property Management Fees: Understand the Rates to Maximize Your Income, 2016

•

Savills World Research, Second Homes: Global Trends in Ownership and Renting, 2018

•

Phocuswright Inc., U.S. Short-Term Rentals 2019: Travel’s Most Disruptive Category Grows Up, 2019

•

Allied Market Research (empowered by EMIS), Travel Accommodation Market: Global Opportunity Analysis and Industry Forecast, 2019-2026, 2019

•

U.S. Census Bureau, Current Population Survey / Housing Vacancy Survey, 2021

iii

TABLE OF CONTENTS

•

Similarweb, Travel and Tourism Accommodation and Hotels, 2021

•

National Association of Realtors, Vacation Home Sales Skyrocket as a Result of Pandemic, 2021

•

Federal Housing Finance Agency, U.S. House Price Index Report Q4 2020, 2021

•

VRM Intel, 71% of Travelers in the US & Europe to Book a Vacation Rental in the Next 18 Months, 2021

•

Technavio, Global Vacation Rental Market, 2020-2024, 2020

•

AirDNA, Airbnb and the Short-Term Rental Market 2020, 2020

We also identify certain information in this proxy statement/prospectus from the following third-party industry source, which was commissioned by us (not in connection with the preparation of this proxy statement/prospectus or the registration statement of which it forms a part):

•

Skift, Impact of COVID-19 on U.S. Alternative Accommodation Consumer Segment, 2021 (the “Skift Study”)

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•

“Adjournment Proposal” means Proposal No. 5 to approve the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of TPG Pace Class A Shares such that the Minimum Available Cash Condition would not be satisfied;

•

“Available Cash” means as of the Closing, the amount of funds contained in TPG Pace’s trust account (net of deferred underwriting commissions and transaction expenses (of both Vacasa Holdings and TPG Pace) and any shareholder redemption amounts) plus the net cash proceeds resulting from the share issuances contemplated by the Subscription Agreements and the Forward Purchase Agreements;

•

“Blocker Merger Subs” means Voyage Blocker I, Inc., Voyage Blocker II, Inc., Voyage Blocker III, Inc., Voyage Blocker IV, Inc., Voyage Blocker V, Inc., Voyage Blocker VI, Inc., Voyage Blocker VII, Inc., Voyage Blocker VIII, Inc., Voyage Blocker IX, Inc.;

•

“Blockers” means, collectively, TK Newco and SLP V Venice Blocker, LLC, RW Vacasa LLC, RCP III Vacasa Blocker LLC, RCP III (A) Vacasa Blocker LLC, LEOF 2018 Blocker (VCS), Inc., LEOF 2015 Blocker (VCS), Inc., LEGP II VCS Blocker, Inc., and NSG IV Vacasa Blocker Corporation;

•

“Business Combination” means the Domestication Merger, the Blocker Mergers and the other transactions contemplated by the Business Combination Agreement, collectively;

•

“Business Combination Agreement” means that certain Business Combination Agreement, dated July 28, 2021, by and among TPG Pace, Vacasa Holdings, the Blockers, the Merger Subs, Vacasa, Inc., and solely for the purposes described therein, certain entities affiliated with the Blockers (as it may be amended, supplemented or otherwise modified from time to time);

•

“Business Combination Proposal” means Proposal No. 1 to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby;

•

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement;

TABLE OF CONTENTS

•

“Code” means the Internal Revenue Code of 1986, as amended;

•

“Continental” means Continental Stock Transfer & Trust Company;

•

“Court of Chancery” means the Court of Chancery of the State of Delaware;

•

“DGCL” means the General Corporation Law of the State of Delaware;

•

“Domestication Merger” means the merger of TPG Pace with and into Vacasa, Inc., with Vacasa, Inc. surviving such merger;

•

“Domestication Merger Effective Time” means the time at which the Domestication Merger becomes effective;

•

“Domestication Merger Proposal” means Proposal No. 2 to approve the Domestication Merger;

•

“DTC” means The Depository Trust Company;

•

“ESPP” means the Vacasa, Inc. 2021 Nonqualified Employee Stock Purchase Plan;

•

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder;

•

“Exempted Person” means each stockholder or director of Vacasa, Inc. or any of its subsidiaries (other than a director that is also an officer of Vacasa, Inc. or any of its subsidiaries);

•

“Existing Governing Documents” means the amended and restated memorandum and articles of association of TPG Pace, effective April 8, 2021;

•

“Existing VH Holders” means the existing holders of Vacasa Holdings equity (including for this purpose the owners of the Blockers with respect to their indirect interest in Vacasa Holdings equity and the holders of vested Vacasa Holdings unit appreciation rights and the holders of vested options to purchase shares of TK Newco common stock);

•

“extraordinary general meeting” means the extraordinary general meeting of TPG Pace to be held on November 30, 2021 at 4:30 p.m. Eastern time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, and via live webcast, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals;

•

“FINRA” means the Financial Industry Regulatory Authority;

•

“Forward Purchase Agreements” means, collectively, those certain forward purchase agreements, entered into in connection with the TPG Pace IPO, as amended in connection with the execution and delivery of the Business Combination Agreement, by and among TPG Pace, Vacasa, Inc., TPG Holdings, the Sponsor, and certain third parties, as applicable, pursuant to which the parties thereto have agreed to purchase certain shares of Vacasa Class A Common Stock as part of the Business Combination;

•

“forward purchase shares” means the shares of Vacasa Class A Common Stock issuable pursuant to the Forward Purchase Agreements;

•

“forward purchases” means the transactions contemplated under the Forward Purchase Agreements;

•

“F Reorganization” means a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code;

•

“Governance Proposals” means Proposal No. 3 to approve, on an advisory basis, certain material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation;

•

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

“Incentive Award Plan” means the Vacasa, Inc. 2021 Incentive Award Plan;

•

“IRS” means the Internal Revenue Service;

•

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;

•

“Merger Subs” means the Blocker Merger Subs;

TABLE OF CONTENTS

•

“Minimum Available Cash Condition” means the condition in favor of Vacasa Holdings in the Business Combination Agreement that states that Available Cash must equal no less than $300,000,000;

•

“Nasdaq” means The Nasdaq Stock Market LLC;

•

“NYSE” means the New York Stock Exchange;

•

“OpCo” means, after the Domestication Merger, Vacasa Holdings, LLC, a Delaware limited liability company;

•

“OpCo LLC Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of OpCo to be entered into in connection with the Closing;

•

“OpCo Redemption Right” means the right, pursuant to the OpCo LLC Agreement, for OpCo Unitholders (other than Vacasa, Inc.) to cause OpCo to acquire all or a portion of their vested OpCo Units and corresponding shares of Vacasa Class B Common Stock for (at the election of Vacasa, Inc.) shares of Vacasa Class A Common Stock at a redemption ratio of one share of Vacasa Class A Common Stock for each OpCo Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification or for cash (subject to the right of Vacasa, Inc. to acquire such OpCo Units directly as provided in the OpCo LLC Agreement);

•

“OpCo Units” means the common units of OpCo;

•

“OpCo Unitholder” means a holder of OpCo Units;

•

“PFIC” means a passive foreign investment company within the meaning of Section 1297 of the Code;

•

“PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which certain investors agreed to purchase, and Vacasa, Inc. will issue and sell to such investors, newly issued shares of Vacasa Class A Common Stock at a purchase price of $9.50 per share for gross proceeds of approximately $77,500,000, which purchase and sale will be consummated as part of the Business Combination;

•

“PIPE Investors” means the investors who participate in the PIPE Financing;

•

“Plan of Merger” means the proposed agreement and plan of merger in respect of the Domestication Merger attached to this proxy statement/prospectus as Annex M;

•

“Private Placement Shares” means the 770,000 TPG Pace Class A Shares purchased by the Sponsor in a private sale, at the time of the consummation of the TPG Pace IPO, at a price of $10.00 per share.

•

“Proposed Bylaws” means the proposed amended and restated bylaws of Vacasa, Inc. to be effective upon the Domestication Merger attached to this proxy statement/prospectus as Annex C;

•

“Proposed Certificate of Incorporation” means the proposed amended and restated certificate of incorporation of Vacasa, Inc. to be effective upon the Domestication Merger attached to this proxy statement/prospectus as Annex B;

•

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;

•

“public shareholders” means holders of public shares;

•

“public shares” means the currently outstanding TPG Pace Class A Shares issued in the TPG Pace IPO, and the shares of Vacasa Common Stock into which such shares will be converted into in connection with the Business Combination;

•

“redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

•

“Registration Rights Agreement” means that certain agreement with certain holders of Vacasa Class A Common Stock after Closing, pursuant to which registration rights with respect to such securities will be offered;

•

“Rule 144” means Rule 144 of the Securities Act;

TABLE OF CONTENTS

•

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

•

“SEC” means the Securities and Exchange Commission;

•

“Securities Act” means the Securities Act of 1933, as amended;

•

“Stockholders’ Agreement” means that certain stockholders’ agreement to be entered into in connection with the Closing by and among Vacasa, Inc., certain existing Vacasa Holdings’ stockholders, and Sponsor and certain of its affiliates, pursuant to which certain governance rights and obligations of the parties are given;

•

“Stock Issuance Proposal” means Proposal No. 4 to approve and adopt, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, (a) the issuance of more than 20% of Vacasa Common Stock in the Business Combination to the owners of the Blockers pursuant to the Blocker Mergers, to the PIPE investors and investors party to the forward purchases and (b) the issuance of shares of Vacasa Common Stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listing Company Manual) in connection with the forward purchases;

•

“Sponsor” means TPG Pace Solutions Sponsor, Series LLC, a Delaware limited liability company;

•

“Subscription Agreements” means the subscription agreements entered into by TPG Pace, Vacasa, Inc., and certain investors in connection with the PIPE Financing;

•

“Sunset Date” means such time that the Existing VH Holders (other than the Blockers) and the Blocker Holders, collectively, in the aggregate, beneficially own less than forty percent (40%) of the shares of Vacasa Class A Common Stock beneficially owned by the Existing VH Holders (other than the Blockers) and the Blocker Holders, collectively, in the aggregate, as measured immediately following the Closing;

•

“TK Newco” means Turnkey Vacations, Inc., a Vacasa Holdings equity holder;

•

“TPG Global” means TPG Global, LLC;

•

“TPG Capital BD” means TPG Capital BD, LLC, an affiliate of our Sponsor and TPG Pace;

•

“TPG Forward Purchase Agreement” means that certain Amended and Restated Forward Purchase Agreement, by and among TPG Pace, Vacasa, Inc., TPG Holdings and Sponsor, dated as of July 28, 2021, in connection with the forward purchases;

•

“TPG Holdings” means TPG Holdings III, L.P., a Delaware partnership;

•

“TPG Pace,” means TPG Pace Solutions Corp., a Cayman Islands exempted company;

•

“TPG Pace Board” means TPG Pace’s board of directors;

•

“TPG Pace Class A Shares” means the class A ordinary shares of TPG Pace, par value $0.0001, issued in the TPG Pace IPO;

•

“TPG Pace Class F Shares” means the class F ordinary shares of TPG Pace, par value $0.0001 per share, sold to the Sponsor in a private placement prior to the TPG Pace IPO, which will be converted into shares of Vacasa Class F Common Stock, and the shares of Vacasa Class A Common Stock that will be issued upon the automatic conversion of the shares of Vacasa Class F Common Stock at the time of the Business Combination (for the avoidance of doubt, such shares of Vacasa Class A Common Stock will not be “public shares”);

•

“TPG Pace Class G Shares” means the class G ordinary shares of TPG Pace sold to the Sponsor in a private placement prior to the TPG Pace IPO, which will be converted into shares of Vacasa Class G Common Stock and the shares of Vacasa Class A Common Stock that will be issued upon the automatic conversion of such shares of Vacasa Class G Common Stock only to the extent certain triggering events occur prior to the 10th anniversary of the Business Combination, including specified strategic transactions and other triggering events based on the shares of Vacasa Class A Common Stock trading at $12.50 per share and additional share trading thresholds of $15.00 and $17.50 per share (for the avoidance of doubt, such shares of Vacasa Class A Common Stock will not be “public shares”);

vii

TABLE OF CONTENTS

•

“TPG Pace Founder Shares” means the 3,166,667 TPG Pace Class F Shares and 6,333,333 TPG Pace Class G Shares outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to the TPG Pace IPO;

•

“TPG Pace Independent Directors” means each of Kathleen Philips, Wendi Sturgis and Kneeland Youngblood;

•

“TPG Pace Insiders” means our Sponsor, the TPG Independent Directors, and certain officers and affiliates of TPG Pace;

•

“TPG Pace IPO” means TPG Pace’s initial public offering that was consummated on April 13, 2021;

•

“TPG Pace IPO Close Date” means the date of consummation of the TPG Pace IPO;

•

“TPG Pace ordinary shares” means our TPG Pace Class A Shares, TPG Pace Class F Shares and TPG Pace Class G Shares;

•

“TPG Pace preferred shares” means the preferred shares of TPG Pace, par value $0.0001, per share;

•

“TPG Pace Proposals” means the Business Combination Proposal, the Domestication Merger Proposal and the Stock Issuance Proposal, collectively;

•

“TPG Pace Public Securities” means TPG Pace Class A Shares;

•

“TPG Purchasers” means affiliates and employees of TPG that have committed to purchase forward purchase shares pursuant to the Forward Purchase Agreements;

•

“TRA Holders” means the Existing VH Holders (other than the holders of Vacasa Holdings unit appreciation rights and other than holders of options to purchase shares of TK Newco common stock, but including for this purpose current and former members of management that hold interests in Vacasa Holdings indirectly through a management holding vehicle);

•

“transfer agent” means Continental, TPG Pace’s transfer agent;

•

“Trust Account” means the trust account established at the consummation of the TPG Pace’s IPO that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

•

“TurnKey” means TurnKey Vacation Rentals, LLC (formerly known as Turnkey Vacation Rentals, Inc.);

•

“Vacasa, Inc.” means Vacasa, Inc., a Delaware corporation;

•

“Vacasa Board” means the board of directors of Vacasa, Inc.;

•

“Vacasa Class A Common Stock” means the class A common stock of Vacasa, Inc., par value $0.00001 per share, into which each TPG Pace Class A Share is automatically converted in connection with the Domestication Merger;

•

“Vacasa Class B Common Stock” means the class B common stock of Vacasa, Inc., par value $0.00001 per share;

•

“Vacasa Class F Common Stock” means the class F common stock of Vacasa, Inc., par value $0.00001 per share, into which each TPG Pace Class F Share is automatically converted in connection with the Domestication Merger;

•

“Vacasa Class G Common Stock” means the class G common stock of Vacasa, Inc., par value $0.00001 per share, into which each TPG Pace Class G Share is automatically converted in connection with the Domestication Merger;

•

“Vacasa Common Stock” means the Vacasa Class A Common Stock, Vacasa Class B Common Stock, Vacasa Class F Common Stock, and Vacasa Class G Common Stock;

•

“Vacasa Holdings” means, prior to the Closing of the Business Combination, Vacasa Holdings LLC, a Delaware limited liability company;

•

“Vacasa Cash Consideration” means, if applicable, an amount of cash equal to the excess of the Available Cash over $373,000,000. Vacasa Holdings is entitled to determine the amount of Vacasa

viii

TABLE OF CONTENTS

Cash Consideration in its sole discretion and, as of the date of this proxy statement/prospectus, Vacasa Holdings expects to elect that the amount of Vacasa Cash Consideration will be $0.00.

•

“Vacasa Holdings Recapitalization” means the recapitalization by Vacasa Holdings of its outstanding equity interests into Vacasa Holdings common units and certain other rights to acquire equity interests (subject to substantially the same terms and conditions, including applicable vesting requirements); and

•

“Vacasa Preferred Stock” means preferred shares of Vacasa, Inc., par value $0.00001per share.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Vacasa Holdings has been provided by Vacasa Holdings and its management, and forward-looking statements include statements relating to our and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•

our ability to complete the Business Combination with Vacasa Holdings or, if we do not consummate such Business Combination, another business combination;

•

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the TPG Pace Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Business Combination Agreement having expired or been terminated; (iii) TPG Pace having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing (as defined below); (iv) satisfaction of the Minimum Available Cash Condition; and (v) the approval by Nasdaq of Vacasa, Inc.’s initial listing application in connection with the Business Combination;

•

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against TPG Pace and Vacasa Holdings and/or their respective directors or general partner following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

•

the projected financial information, growth rate and market opportunity of Vacasa, Inc.;

•

the ability to obtain and/or maintain the listing of the class A common stock of Vacasa, Inc. (“Vacasa Class A Common Stock”) on Nasdaq, and the potential liquidity and trading of such securities;

•

the risk that the proposed Business Combination disrupts current plans and operations of Vacasa Holdings as a result of the announcement and consummation of the proposed Business Combination;

•

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Vacasa, Inc. following the Business Combination to grow and manage growth profitably and retain its key employees;

•

costs related to the proposed Business Combination;

•

changes in applicable laws or regulations;

TABLE OF CONTENTS

•

Vacasa Holdings’ ability to raise financing in the future;

•

Vacasa Holdings’ success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

•

the period over which Vacasa Holdings anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements;

•

regulatory developments in the United States and foreign countries;

•

the impact of laws and regulations;

•

Vacasa Holdings’ ability to upgrade and maintain information technology systems;

•

Vacasa Holdings’ ability to acquire and protect intellectual property;

•

Vacasa Holdings’ ability to attract and retain key management personnel;

•

Vacasa Holdings’ estimates of, and future expectations regarding, its market opportunity;

•

Vacasa Holdings’ ability to manage its growth effectively;

•

Vacasa Holdings’ ability to grow supply, expand into new markets, expand its range of homeowner services and pursue strategic M&A and partnership opportunities;

•

Vacasa Holdings’ ability to keep pace with technological and competitive developments;

•

Vacasa Holdings’ ability to maintain and enhance awareness of its brand;

•

Vacasa Holdings’ estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•

Vacasa Holdings’ financial performance;

•

the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; and

•

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Vacasa Holdings. There can be no assurance that future developments affecting us and/or Vacasa Holdings will be those that we and/or Vacasa Holdings have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Vacasa Holdings) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Vacasa Holdings undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TPG PACE

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to TPG Pace’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held on November 30, 2021 at 4:30 p.m. Eastern time.

Why am I receiving this proxy statement/prospectus?

TPG Pace shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination contemplated thereby.

The transactions contemplated by the Business Combination Agreement include: (i) the Domestication Merger; (ii) the stock issuances as contemplated by the Blocker Mergers, PIPE Financing (as defined below) and the forward purchases; (iii) the Blocker Mergers, with Vacasa, Inc. surviving such Blocker Mergers and thereby acquiring the Blockers’ then-existing equity interests in Vacasa Holdings; (iv) Vacasa, Inc.’s contribution of cash to OpCo in exchange for OpCo Units; (v) the sale of class B common stock of Vacasa, Inc. (“Vacasa Class B Common Stock”) to holders of OpCo Units, and (vi) the purchase by Vacasa, Inc. of OpCo Units from certain existing holders of Vacasa Holdings equity (other than the Blockers) and the provision of cash by Vacasa, Inc. to the pre-transaction holders of equity interests in the Blockers in the Blocker Mergers (in each case, if applicable).

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

What proposals are shareholders of TPG Pace being asked to vote upon?

At the extraordinary general meeting, TPG Pace is asking holders of the TPG Pace ordinary shares to consider and vote upon the following proposals:

•

a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby (the Business Combination Proposal);

•

a proposal to approve the Domestication Merger (the Domestication Merger Proposal);

•

separate proposals to approve, on a non-binding advisory basis, by ordinary resolution certain material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation (the Governance Proposals);

•

a proposal to approve for purposes of complying with the applicable provisions of Section 312.03 of The NYSE Listed Company Manual, (a) the issuance of more than 20% of Vacasa Class A Common Stock in the Business Combination to the owners of the Blockers pursuant to the Blocker Mergers, to the investors in the PIPE Financing and investors party to the forward purchases and (b) the issuance of shares of Vacasa Class A Common Stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listing Company Manual) in connection with the forward purchases (the Stock Issuance Proposal); and

•

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the Adjournment Proposal).

For more information, please see “Business Combination Proposal,” “Domestication Merger Proposal,” “Governance Proposals,” “Stock Issuance Proposal” and “Adjournment Proposal.”

TABLE OF CONTENTS

Why is TPG Pace proposing the Business Combination?

TPG Pace is a blank check company incorporated as a Cayman Islands exempted company on January 4, 2021 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 may seek to complete a business combination in any industry or location, except that it is not, under the Existing Governing Documents, permitted to effect a business combination with a blank check company or a similar type of company with nominal operations.

TPG Pace has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others, the acquisition candidate: being at an inflection point, such as requiring additional management expertise, innovation and development of new products or services or where TPG Pace believes it can drive improved financial performance and where an acquisition may help facilitate growth; having built a unique product or service that addresses a large consumer or business market with sustainable competitive differentiation; being mature, at scale and ready to access the public capital markets, but needing help articulating a business model and opportunity to public investors; underperforming potential in industries that are otherwise exhibiting stable or improving fundamentals; exhibiting unrecognized value or other characteristics that TPG Pace believes have been misevaluated by the marketplace; and offering the possibility of attractive risk-adjusted equity returns for TPG Pace shareholders. Based on its due diligence investigations of Vacasa Holdings and the industry in which it operates, including the financial and other information provided by Vacasa Holdings in the course of negotiations, TPG Pace believes that Vacasa Holdings meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination — The TPG Pace Board’s Reasons for the Business Combination” for additional information.

Did TPG Pace’s board of directors (“TPG Pace Board”) obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

No. The TPG Pace Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. TPG Pace’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including Pace Holdings Corp., which completed its business combination with Playa Hotels and Resorts B.V. on March 13, 2017; TPG Pace Energy Holdings Corp., which completed its business combination with EnerVest, Ltd. to create Magnolia Oil & Gas Corporation on July 31, 2018; TPG Pace Holdings, which completed its business combination with Accel on November 20, 2019; TPG Pace Beneficial Finance Corp., which has entered into a business combination agreement with ENGIE New Business S.A.S.; and TPG Pace Tech Opportunities Corp., which completed its business combination with Nerdy Inc. on September 20, 2021, and concluded that their experience and backgrounds, together with the experience and expertise of TPG Pace’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, TPG Pace’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the TPG Pace Board in valuing Vacasa Holdings’ business and assuming the risk that the TPG Pace Board may not have properly valued such business.

What will the current equityholders of Vacasa Holdings (“Existing VH Holders”) receive in the Business Combination with TPG Pace?

The aggregate consideration to be paid to the Existing VH Holders will be based on an equity value for Vacasa Holdings of $3,963,000,000. This aggregate equity consideration (“Equity Consideration”) is expected to consist solely of shares of Vacasa Class A Common Stock valued at $10.00 per share. Pursuant to the Business Combination Agreement, the parties may elect for a portion of the consideration to be payable in cash, in an amount equal to the excess of the amount of cash available to us following the contemplated PIPE Financing and forward purchases, the payment of transaction expenses (of both Vacasa Holdings and TPG Pace), deferred underwriting commissions, and any share redemptions over $373,000,000, in which case the amount of Equity Consideration will be reduced accordingly.

xii

TABLE OF CONTENTS

Vacasa Holdings is entitled to determine the amount of Vacasa Cash Consideration in its sole discretion and, as of the date of this proxy statement/prospectus, Vacasa Holdings expects to elect that the amount of Vacasa Cash Consideration will be $0.00.

Following the completion of the Business Combination, holders of OpCo Units (other than Vacasa, Inc.) will, subject to certain limitations, have the right to cause OpCo to acquire all or a portion of their OpCo Units and corresponding shares of Vacasa Class B Common Stock, which may be settled for, at Vacasa, Inc.’s election, (i) one share of Vacasa Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash. These acquisitions of OpCo Units will provide potential future tax benefits for Vacasa, Inc. (a substantial portion of which Existing VH Holders that are parties to the Tax Receivable Agreement will benefit from pursuant to the Tax Receivable Agreement).

What is an “Up-C” Structure?

Our corporate structure following the business combination, as described under the section entitled “The Business Combination Proposal,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows certain of Existing VH Holders (other than the owners of the Blockers) to retain their equity ownership in Vacasa Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of OpCo Units, and provides potential future tax benefits for Vacasa, Inc. (a substantial portion of which the post-merger holders of OpCo Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when certain post-merger holders of OpCo Units ultimately exchange their OpCo Units for shares of Vacasa Class A Common Stock. Vacasa, Inc. will be a holding company and, immediately after the consummation of the Business Combination, will be the sole manager of Vacasa Holdings and its only direct assets will consist of equity interests (or rights to obtain equity interests) in OpCo. Immediately following the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), under the no redemption scenario, Vacasa, Inc. is expected to own approximately 51.7% of the OpCo Units and the Existing VH Holders are expected to own approximately 48.3% of the OpCo Units, which figure excludes the exercise or vesting of equity-based compensation awards and class G units of Vacasa Holdings. Under the illustrative redemption scenario, Vacasa, Inc. is expected to own approximately 51.0% of the OpCo Units and the Existing VH Holders are expected to own approximately 49.0% of the OpCo Units, which figure excludes the exercise or vesting of equity based compensation awards and class G units of Vacasa Holdings. Under the maximum redemption scenario, Vacasa, Inc. is expected to own approximately 50.2% of the OpCo Units and the Existing VH Holders are expected to own approximately 49.8% of the OpCo Units, which figure excludes the exercise or vesting of equity-based compensation awards and class G units of Vacasa Holdings.

What is the Tax Receivable Agreement and who will receive the benefit of tax attributes covered by the Tax Receivable Agreement?

In connection with the Business Combination, Vacasa, Inc. will enter into the Tax Receivable Agreement with the Existing VH Holders (other than the holders of Vacasa Holdings unit appreciation rights and other than holders of options to purchase shares of TK Newco common stock, but including for this purpose current and former members of management that hold interests in Vacasa Holdings indirectly through a management holding vehicle) (the “TRA Holders”), which will generally provide for the payment by Vacasa, Inc. to such TRA Holders (or their transferees or assignees) of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that Vacasa, Inc. realizes or is deemed to realize (calculated using certain assumptions set forth in the Tax Receivable Agreement) in periods after the Business Combination as a result of certain covered tax attributes, including increases in Vacasa, Inc.’s share of tax basis that occur in connection with future acquisitions of OpCo Units by Vacasa, Inc. from the TRA Holders. Vacasa, Inc. will generally be entitled to retain any portion of any tax benefit realized in connection with such attributes that is not required to be paid to the TRA Holders pursuant to the terms of the Tax Receivable Agreement.

The actual tax benefit that will be realized from tax attributes covered by the Tax Receivable Agreement, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary

xiii

TABLE OF CONTENTS

depending on a number of factors, as further set forth herein in the section titled “Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

However, future payments under the Tax Receivable Agreement could be substantial. For the sake of illustration, if there were an exchange of all of the outstanding OpCo Units (other than those held by Vacasa, Inc.) immediately after the Business Combination in exchange for Vacasa Class A Common Stock, the estimated tax benefits to Vacasa, Inc. subject to the Tax Receivable Agreement would be approximately $766.0 million and the related undiscounted payment to the TRA Holders equal to 85% of the benefit would be approximately $651.1 million. The foregoing figures are based on certain assumptions, including but not limited to a $10.00 per share trading price of Vacasa Class A Common Stock, a 21% federal corporate income tax rate and certain estimated state and local income tax rates, no material changes in U.S. federal income tax law and that Vacasa, Inc. will have sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement.

As referenced above, the actual amount of payments under the Tax Receivable Agreement will depend on a number of factors, and the Tax Receivable Agreement liability amounts referenced above are provided for illustrative purposes only. For a more fulsome discussion of the Tax Receivable Agreement, see the section titled “Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

How will the Business Combination affect my ordinary shares?

One (1) business day prior to the Closing, TPG Pace will merge with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger. At the Domestication Merger Effective Time, (a) each then issued and outstanding class A ordinary share of TPG Pace (“TPG Pace Class A Share”) will convert automatically, on a one-for-one basis, into a share of Vacasa Class A Common Stock; (b) each then issued and outstanding class F ordinary share of TPG Pace (“TPG Pace Class F Share” and together with TPG Pace Class G Shares, “TPG Pace Founder Shares”) will convert automatically, on a one-for-one basis, into a share of class F common stock of Vacasa, Inc. (“Vacasa Class F Common Stock”), which thereafter will convert into shares of Vacasa Class A Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation; and (c) each then issued and outstanding class G ordinary share of TPG Pace (“TPG Pace Class G Share”) will convert automatically, on a one-for-one basis, into a share of Vacasa Class G Common Stock (“Vacasa Class G Common Stock”).

See the sections entitled “The Business Combination Proposal”.

What are the PIPE Financing and the Forward Purchase Agreements?

In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, TPG Pace entered into the Subscription Agreements (“Subscription Agreements”) with certain investors, pursuant to which such investors agreed to purchase, and Vacasa, Inc. will issue and sell to such investors, newly issued shares of Vacasa Class A Common Stock at a purchase price of $9.50 per share for gross proceeds of $77,5000,000 (“PIPE Financing”). In addition, (i) TPG Pace and Vacasa, Inc. entered into Amended and Restated Forward Purchase Agreements (“Forward Purchase Agreements”), which were amended in contemplation of the Business Combination, with (i) certain investors pursuant to which such investors agreed to purchase 10,273,688 shares of Vacasa, Inc.Class A Common Stock for gross proceeds of approximately $97,600,000 at $9.50 per share; and (ii) TPG Holdings III, L.P. (“TPG Holdings”) and the Sponsor, pursuant to which TPG Holdings agreed to purchase 2,490,000 shares of TPG Pace Class A Shares for gross proceeds of $24,900,000 at $10.00 per share (such agreement, the “TPG Forward Purchase Agreement”). TPG Holdings has entered into assignment agreements with certain affiliates, members of management, directors and other investors to assign a portion of its obligation to purchase Vacasa Class A Common Stock pursuant to the Forward Purchase Agreements to such related parties, in accordance with the terms and conditions therein.

xiv

TABLE OF CONTENTS

What equity stake will current TPG Pace shareholders and Existing VH Holders hold in Vacasa, Inc. immediately after the consummation of the Business Combination?

The following table presents the share ownership of various holders of Vacasa, Inc. securities upon the closing of the Business Combination assuming the following redemption scenarios:

No redemptions: This presentation assumes that no TPG Pace Class A Shares are redeemed by TPG Pace’s shareholders pursuant to their redemption rights upon consummation of the Business Combination.

Illustrative redemption: This presentation assumes the redemption of approximately 23.5% or 6,702,826 TPG Pace Class A ordinary shares held by TPG Pace’s public shareholders for a total cash redemption of $67.0 million, pursuant to their redemption rights upon consummation of the Business Combination.

Maximum redemptions: This presentation assumes the redemption of approximately 47.0% or 13,405,652 TPG Pace Class A Shares held by TPG Pace’s public shareholders for a total cash redemption of $134.1 million, which is the maximum number of shares that can be redeemed that would allow the Minimum Available Cash Condition of $300.0 million to be met after deducting estimated transaction costs of both parties of approximately $50.9 million and any amounts paid to TPG Pace shareholders that exercise their redemption right.

The foregoing redemption scenarios are for illustrative purposes only as Vacasa, Inc. does not have, as of the date of this proxy statement/prospectus, a meaningful way of providing any certainty regarding the number of redemptions of TPG Pace Class A Shares by TPG Pace’s public shareholders that may occur. Each of the redemption scenarios assume none of the OpCo Units or Vacasa Class B Common Stock held by the Existing VH Holders immediately upon consummation of the Business Combination are redeemed for Class A Common Stock or cash in an amount equal to the fair value of Vacasa Class A Common Stock. Following the consummation of the Business Combination, holders of OpCo Units or Vacasa Class B Common Stock will own an economic interest in Vacasa Holdings shown as redeemable noncontrolling interest outside of permanent equity in the financial statements of Vacasa, Inc. The indirect economic interests are held by the Existing VH Holders in the form of OpCo Units and an equivalent number of Vacasa Class B Common Stock that can be redeemed at Vacasa, Inc.’s election for Vacasa Class A Common Stock or cash in an amount equal to the fair market value of Vacasa Class A Common Stock.

The following table summarizes the share ownership of various holders of Vacasa, Inc. securities upon the consummation of the Business Combination under the redemption scenarios referred to above, based on the estimated exercise price of all vested existing equity of Vacasa Holdings at the consummation of the Business Combination, excluding the potential dilutive effect of the exercise or vesting of equity based compensation awards and Vacasa Class G Common Stock:

	No Redemption Secenario				Illustrative Redemption Secenario				Max Redemption Secenario
	Shares		%		Shares		%		Shares		%
TPG Pace Public Shareholders		28,500,000		6.4%		21,797,174		5.0%		15,094,348		3.5%
Existing VH Holders(1)		388,032,435		87.6%		388,031,963		89.0%		388,028,829		90.5%
Sponsor and Affiliates(2)		6,887,282		1.6%		6,831,569		1.6%		6,459,186		1.5%
PIPE Investors		8,157,896		1.8%		8,157,896		1.9%		8,157,896		1.9%
Forward Purchasers (excluding Affiliates)(3)		11,208,688		2.5%		11,208,688		2.6%		11,208,688		2.6%
Closing Shares		442,786,301		100.0%		436,027,290		100.0%		428,948,947		100.0%
Class A Common Stock		229,030,510		51.7%		222,267,189		51.0%		215,160,131		50.2%
Class B Common Stock(4)		213,755,791		48.3%		213,760,101		49.0%		213,788,816		49.8%
Closing Shares		442,786,301		100.0%		436,027,290		100.0%		428,948,947		100.0%

TABLE OF CONTENTS

(1)

Excludes 900,527 shares to be owned by Karl Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(2)

Vacasa Class A Common Stock to be owned upon conversion of the TPG Pace Class A Shares purchased in the Private Placement and the TPG Pace Class F Shares owned by our Sponsor, taking into account the Sponsor’s agreement regarding the forfeiture of shares described elsewhere in this proxy statement/prospectus. Amounts also include (1) 1,555,000 shares of Vacasa Class A Common Stock to be issued to the TPG Pace Insiders party to the Forward Purchase Agreements and (2) 900,527 shares to be owned by Mr. Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(3)

Excludes 1,555,000 shares of Vacasa Class A Common Stock to be issued to TPG Pace Insiders party to the Forward Purchase Agreements.

(4)

Shares of voting, non-economic Class B Common Stock are to be issued entirely to each holder of OpCo Units and represent voting interests held by existing unitholders of Vacasa Holdings that will continue to hold their direct economic interests through OpCo units in Vacasa Holdings, LLC.

The following table summarizes the share ownership of various holders of Vacasa, Inc. securities upon the consummation of the Business Combination under the redemption scenarios referred to above, based on the estimated exercise price of all vested existing equity of Vacasa Holdings at the consummation of the Business Combination, including the potential dilutive effect of the exercise or vesting of equity based compensation awards and Vacasa Class G Common Stock:

	No Redemption Secenario				Illustrative Redemption Secenario				Max Redemption Secenario
	Shares		%		Shares		%		Shares		%
TPG Pace Public Shareholders		28,500,000		6.1%		21,797,174		4.7%		15,094,348		3.3%
Existing VH Holders(1)		388,032,435		82.7%		388,031,963		83.9%		388,028,829		85.3%
Sponsor and Affiliates(2)		16,053,949		3.4%		15,886,812		3.4%		14,769,671		3.2%
PIPE Investors		8,157,896		1.7%		8,157,896		1.8%		8,157,896		1.8%
Forward Purchasers (excluding Affiliates)(3)		11,208,688		2.4%		11,208,688		2.4%		11,208,688		2.5%
Other Dilutive Equity Instruments(4)		17,476,938		3.7%		17,479,643		3.8%		17,497,654		3.8%
Closing Shares		469,429,906		100.0%		462,562,176		100.0%		454,757,086		100.0%
Class A Common Stock		249,291,861		53.1%		242,417,746		52.4%		234,570,125		51.6%
Class B Common Stock(5)		220,138,045		46.9%		220,144,430		47.6%		220,186,961		48.4%
Closing Shares		469,429,906		100.0%		462,562,176		100.0%		454,757,086		100.0%

(1)

Excludes 900,527 shares to be owned by Karl Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(2)

Vacasa Class A Common Stock to be owned upon conversion of the TPG Pace Class A Shares purchased in the Private Placement and the TPG Pace Class F Shares owned by our Sponsor, taking into account the Sponsor’s agreement regarding the forfeiture of shares described elsewhere in this proxy statement/prospectus. Amounts also include (1) 1,555,000 shares of Vacasa Class A Common Stock to be issued to the TPG Pace Insiders party to the Forward Purchase Agreements, (2) 900,527 shares to be owned by Mr. Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings, and (3) 9,166,667 TPG Pace Class G Shares in No Redemption Scenario, 9,055,243 TPG Pace Class G Shares in Illustrative Redemption Scenario, and 8,310,485 TPG Pace Class G Shares in Max Redemption Scenario.

(3)

Excludes 1,555,000 shares of Vacasa Class A Common Stock to be issued to TPG Pace Insiders party to the Forward Purchase Agreements.

xvi

TABLE OF CONTENTS

(4)

Includes (1) vested and unvested options, (2) vested and unvested UARs, and (3) Employee Equity Units granted to certain executives that are subject to time-based vesting.

(5)

Shares of voting, non-economic Vacasa Class B Common Stock are to be issued entirely to each holder of OpCo Units and represent voting interests held by existing unitholders of Vacasa Holdings that will continue to hold their direct economic interests through OpCo Units in Vacasa Holdings, LLC.

If the actual facts are different from the assumptions or the scenarios presented above, the interests of TPG Pace shareholders and other estimates set forth in this proxy statement/prospectus will differ and such differences may be material.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information of Vacasa, Inc.” for further information.

Why are the PIPE Investors and certain Forward Purchase investors investing into the proposed Business Combination at a discount compared to TPG Pace shareholders?

During the PIPE marketing process in June, TPG Pace and Vacasa Holdings received feedback from potential investors and that PIPE investors required some compensation for investing in the illiquid PIPE security. TPG’s bankers and capital markets advisors indicated that the PIPE market had tightened and recommended revising price and terms to ensure the PIPE capital raise could be successfully completed. As a result, to reflect concern related to the longer-than-expected illiquidity of PIPE investments in the market, the price at which shares of the Vacasa Class A Common Stock was to be offered in connection with the PIPE Financing and the Forward Purchase Agreements (other than the shares to be purchased by the Sponsor and Affiliates) was decreased from $10 per share to $9.50, to provide for a modest illiquidity discount for certain investors. To offset the price decrease, Sponsor agreed to forfeit certain shares of Vacasa Class F Common Stock, and as a result, the TPG Pace public shareholders would not be subject to dilution from the pricing of the PIPE Financing and Forward Purchase financing.

How did the Forward Purchase Agreements, which amended and restated the Initial Forward Purchase Agreement, change the terms of the Initial Forward Purchase Agreement?

The terms of the Forward Purchase financing were amended for all Forward Purchase investors, in order to align the representations and warranties given by each of TPG Pace and Vacasa, Inc. to the Forward Purchase investors with the representations and warranties given to the PIPE investors. Notably, Vacasa, Inc. was added as a party to the Forward Purchase Agreements given Vacasa, Inc. would be the issuing entity, and TPG Pace gave additional representations including with regards to its corporate authorization, consents required for the Business Combination and conduct of business in the ordinary course prior to the Business Combination. Certain closing conditions to the Forward Purchase financing were also removed for each of TPG Pace, Vacasa, Inc. and the Forward Purchase investors, including, the closing conditions for correctness of representations and warranties, material performance of all covenants, no order or judgment preventing the Forward Purchase, and restrictions on amendments to the Business Combination Agreement. In addition, with regards to the Forward Purchase investors who were not the Sponsor or Affiliates, the price at which shares of the Vacasa Class A Common Stock was to be offered decreased from $10 per share to $9.50 to match the price offered to the PIPE investors. To offset the price decrease, Sponsor agreed to forfeit certain shares of Vacasa Class F Common Stock, and as a result, the TPG Pace public shareholders were not subject to dilution from the pricing of the PIPE Financing and Forward Purchase financing.

How will we be managed following the Business Combination?

We anticipate that all of the executive officers of Vacasa Holdings will remain with Vacasa, Inc., who will be the sole manager of Vacasa Holdings. Immediately following the consummation of the Business Combination, Vacasa, Inc.’s executive officers will be: Matthew Roberts (Chief Executive Officer), Jamie Cohen (Chief Financial Officer) and Craig Smith (Chief Operating Officer).

Concurrently with the closing of the Business Combination, the Company, our Sponsor and certain equityholders of Vacasa Holdings will enter into the Stockholders Agreement, which will govern certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding

xvii

TABLE OF CONTENTS

the composition of the board of directors of Vacasa, Inc. (“Vacasa Board”) and grant the parties thereto certain director nomination and removal rights. The names, ages and biographical information of each of the individuals who will serve on the board of directors of Vacasa, Inc. following the Business Combination are set forth elsewhere in this proxy statement/prospectus.

Additionally, following the Closing, Vacasa, Inc. will be a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Please see the section entitled “Management of Vacasa, Inc. Following the Business Combination” for further information.

What are the U.S. federal income tax consequences of the Domestication Merger?

As discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders,” the Domestication Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (an “F Reorganization”). Section 367(b), which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-deferred, may apply with respect to U.S. Holders (as defined below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders”) on the date of the Domestication Merger. Consequently, for U.S. federal income tax purposes:

•

a U.S. Holder who, on the date of the Domestication Merger, beneficially owns (actually or constructively) TPG Pace Class A Shares with a fair market value of $50,000 or more but with less than 10% of the total combined voting power of all classes of TPG Pace ordinary shares entitled to vote and less than 10% of the total value of all classes of TPG Pace ordinary shares, will recognize gain (but not loss) with respect to the Domestication Merger or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder, as discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Effects of Section 367(b)”; and

•

a U.S. Holder who, on the date of the Domestication Merger, beneficially owns (actually or constructively) TPG Pace Class A Shares with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss in connection with the Domestication Merger or to include any part of the “all earnings and profits amount” in income.

Further, the Domestication Merger could be a taxable event for U.S. Holders under the “passive foreign investment company” (or “PFIC”) provisions of the Code. While TPG Pace believes it is not a PFIC, because TPG Pace is a blank-check company with no current active business it is possible that the Internal Revenue Services (the “IRS”) could assert that TPG Pace is a PFIC for the 2021 taxable year, its current taxable year (which is expected to end on the date of the Domestication Merger).

If finalized in their proposed form, proposed U.S. Treasury regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of TPG Pace Class A Shares for Vacasa Class A Common Stock in the Domestication Merger if TPG Pace were classified as a PFIC at any time during such U.S. Holder’s holding period for such TPG Pace Class A Shares. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its TPG Pace Class A Shares if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) TPG Pace Class A Shares and in which TPG Pace was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below under the caption “Material

xviii

TABLE OF CONTENTS

U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules”) with respect to its TPG Pace Class A Shares.

While we believe that the redemption of Holders that exercise redemption rights with respect to TPG Pace Class A Shares should be treated as occurring prior to the Domestication Merger for U.S. federal income tax purposes, there is uncertainty in this regard and it is possible that the IRS could assert that the Domestication Merger should be considered to occur for U.S. federal income tax purposes prior to the redemption of Holders that exercise redemption rights with respect to TPG Pace Class A Shares, in which case U.S. Holders exercising redemption rights would be subject to the potential tax consequences of Section 367 of the Code and of the PFIC rules as a result of the Domestication Merger.

TPG Pace does not expect the Domestication Merger to result in any material U.S. federal income tax consequences to Non-U.S. Holders (as defined below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders”). However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any dividends paid (or deemed paid) in respect of such Non-U.S. Holder’s shares of Vacasa Class A Common Stock after the Domestication Merger.

The rules governing the U.S. federal income tax treatment of the Domestication Merger are complex and will depend on a holder’s particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Domestication Merger, see the discussion below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders.”

Do I have redemption rights?

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without TPG Pace’s consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without TPG Pace’s consent.

Sponsor, the independent directors (the “TPG Pace Independent Directors”), and certain officers and affiliates of TPG Pace (together with Sponsor and the TPG Pace Independent Directors, the “TPG Pace Insiders”) have agreed to waive their redemption rights with respect to all of their TPG Pace ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

How do I exercise my redemption rights?

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, TPG Pace’s public shareholders may request that TPG Pace redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(i)

hold public shares;

(ii)

submit a written request to Continental, TPG Pace’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

xix

TABLE OF CONTENTS

(iii)

deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental, TPG Pace’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, as of November 5, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

What are the U.S. federal income tax consequences of exercising my redemption rights?

The receipt of cash by a Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations”) of TPG Pace Class A Shares in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders”) and may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders”). Please see the discussion below under the caption “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Redemption of TPG Pace Class A Shares” or “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders — Redemption of TPG Pace Class A Shares,” as applicable, for additional information. All Holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

TABLE OF CONTENTS

What happens to the funds deposited in the trust account after consummation of the Business Combination?

Following the closing of our initial public offering, an amount equal to $285,000,000 ($10.00 per share) of the net proceeds from our initial public offering and the sale of the private placement shares was placed in the Trust Account. As of November 5, 2021, funds in the Trust Account totaled approximately $285 million and were held in U.S. treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by April 13, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of Vacasa, Inc., to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

If more than 13,405,652 TPG Pace ordinary shares are validly submitted for redemption, we would not satisfy the Minimum Available Cash Condition pursuant to the terms of the Business Combination Agreement. In such event, unless such condition is waived or additional financing is obtained, we may not complete the Business Combination or redeem any shares, all TPG Pace ordinary shares submitted for redemption will be returned to the holders thereof, and TPG Pace instead may search for an alternate business combination.

Additionally, as a result of redemptions, the trading market for the Vacasa Class A Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq or another national securities exchange.

When do you expect the Business Combination to be completed?

It is currently expected that the Business Combination will be consummated in the fourth quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to TPG Pace shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

xxi

TABLE OF CONTENTS

What happens if the Business Combination is not consummated?

TPG Pace will not complete the Business Combination unless all conditions to the consummation of the Business Combination have been satisfied or, to the extent permitted, waived by the parties in accordance with the terms of the Business Combination Agreement. If TPG Pace is not able to consummate the Business Combination with Vacasa Holdings nor able to complete another business combination by April 13, 2023, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the TPG Pace Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

Do I have appraisal or dissention rights in connection with the proposed Business Combination, including the Domestication Merger?

The Business Combination Agreement does not provide for appraisal rights in connection with the Business Combination, including the Domestication Merger, under the Cayman Islands Companies Act or the General Corporation Law of the State of Delaware (“DGCL”). The Cayman Islands Companies Act prescribes when shareholder dissention rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as described herein, and the TPG Pace Board is of the view that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “Extraordinary General Meeting of TPG Pace — Appraisal Rights.”

What do I need to do now?

We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on November 1, 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. If you decide to vote, you should provide instructions to your

xxii

TABLE OF CONTENTS

broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held on November 30, 2021 at 4:30 p.m. Eastern time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, and via live webcast, unless the extraordinary general meeting is adjourned. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/tpgpacesolutions/2021, where you will be able to listen to the meeting live and vote during the meeting. Rather than attending in person, we encourage you to attend via live webcast. Please note that you will only be able to access the extraordinary general meeting by means of remote communication.

Who is entitled to vote at the extraordinary general meeting?

We have fixed November 1, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of TPG Pace at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (or virtually via the meeting website) or is represented by proxy at the extraordinary general meeting.

How many votes do I have?

TPG Pace shareholders are entitled to one vote at the extraordinary general meeting for each TPG Pace ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 38,770,000 TPG Pace ordinary shares issued and outstanding, of which 28,500,000 were issued and outstanding public shares.

What constitutes a quorum?

A quorum of TPG Pace shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person virtually or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 19,385,001 TPG Pace ordinary shares would be required to achieve a quorum.

What vote is required to approve each proposal at the extraordinary general meeting?

The following votes are required for each proposal at the extraordinary general meeting:

•

The Business Combination Proposal. The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

•

The Domestication Merger Proposal. The approval of the Domestication Merger Proposal requires a special resolution, being the affirmative vote of two-thirds of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

•

The Stock Issuance Proposal. The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

•

The Adjournment Proposal. The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by the holders of the issued ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

xxiii

TABLE OF CONTENTS

As of the record date, TPG Pace had 38,770,000 TPG Pace ordinary shares issued and outstanding. TPG Pace shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. The TPG Pace Insiders hold 10,270,000, or approximately 26.5%, of the outstanding TPG Pace ordinary shares entitled to vote at the extraordinary general meeting. Each TPG Pace Insider has agreed to vote in favor of approving the Business Combination, pursuant to the Amended and Restated Insider Letter Agreement (as described below). Assuming only the minimal number of shares required to constitute a quorum are present at the extraordinary general meeting, taking into account the 26.5% of shares to be voted by TPG Pace Insiders, none of the outstanding TPG Pace ordinary shares entitled to vote (other than those held by TPG Pace Insiders) will be needed to approve all proposals, other than the Domestication Merger Proposal, and 9.3% of the outstanding TPG Pace ordinary shares entitled to vote (other than those held by TPG Pace Insiders) will need to be voted in favor of the Domestication Merger Proposal, in order to approve the Domestication Merger Proposal.

What are the recommendations of the TPG Pace Board?

The TPG Pace Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TPG Pace and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Merger Proposal, “FOR” each of the separate Governance Proposals, “FOR” the Stock Issuance Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of TPG Pace’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TPG Pace and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TPG Pace’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

How do the TPG Pace Insiders intend to vote their shares?

Unlike some other blank check companies in which the TPG Pace Insiders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the TPG Pace Insiders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus the TPG Pace Insiders own approximately 26.5% of the issued and outstanding TPG Pace ordinary shares. As of the date of this proxy statement/prospectus, there are 29,270,000 TPG Pace Class A Shares issued and outstanding, which include 770,000 Private Placement Shares held by the TPG Pace Insiders, and an aggregate of 3,166,667 TPG Pace Class F Shares and 6,333,333 TPG Pace Class G Shares held by the TPG Pace Insiders.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the TPG Pace Insiders, Vacasa Holdings and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the TPG Pace Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the TPG Pace Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the TPG Pace Insiders, Vacasa Holdings and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share

xxiv

TABLE OF CONTENTS

purchases and other transactions would be to increase the likelihood of the satisfaction of the requirements that the proposals described herein will be approved by TPG Pace shareholders.

Entering into any such arrangements may have a depressive effect on the TPG Pace ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

What happens if I sell my TPG Pace ordinary shares before the extraordinary general meeting?

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting

May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to our secretary at our address set forth below so that it is received by our secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on November 30, 2021) or attend the extraordinary general meeting in person (or virtually via the meeting website) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What happens if I fail to take any action with respect to the extraordinary general meeting?

If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder of Vacasa, Inc. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of TPG Pace. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

TPG Pace will pay the cost of soliciting proxies for the extraordinary general meeting. TPG Pace has

xxv

TABLE OF CONTENTS

engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. TPG Pace has agreed to pay Morrow a fee of $30,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. TPG Pace will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of TPG Pace Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of TPG Pace Class A Shares and in obtaining voting instructions from those owners. TPG Pace’s directors and officers may also solicit proxies by telephone, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Where can I find the voting results of the extraordinary general meeting?

The preliminary voting results will be announced at the extraordinary general meeting. TPG Pace will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokerage firms: (203) 658-9400
E-mail: TPGS.info@investor.morrowsodali.com

You also may obtain additional information about TPG Pace from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, TPG Pace’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on November 26, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-Mail: mzimkind@continentalstock.com

xxvi

TABLE OF CONTENTS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal — The Business Combination Agreement.”

The Parties to the Business Combination

TPG Pace

TPG Pace is a blank check company incorporated as a Cayman Islands exempted company on January 4, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. TPG Pace consummated the TPG Pace IPO on April 13, 2021, generating gross proceeds of approximately $285,000,000. Substantially concurrently with the consummation of the IPO, TPG Pace completed the private sale of 770,000 TPG Pace Class A Shares at a purchase price of $10.00 per share (“Private Placement Shares”), to our Sponsor generating gross proceeds to TPG Pace of approximately $7,700,000. A total of $285,000,000, comprised of $279,300,000 of the proceeds from the IPO, including approximately $9,975,000 of the underwriters’ deferred discount, and $5,700,000 of the proceeds of the sale of the Private Placement Shares, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

TPG Pace Class A Shares are traded on the NYSE under the ticker symbol “TPGS.” Vacasa, Inc. intends to list the Vacasa Class A Common Stock on Nasdaq under the symbol “VCSA”, upon the Closing.

The mailing address of TPG Pace’s principal executive office is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

Vacasa Holdings

Vacasa Holdings is a Delaware limited liability company. Vacasa Holdings’ principal executive office is located at 850 NW 13th Avenue, Portland, Oregon 97209. Vacasa Holdings’ corporate website address is https://www.vacasa.com. Vacasa Holdings’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Vacasa, Inc.

Vacasa, Inc. is a Delaware corporation, and wholly-owned subsidiary of Vacasa Holdings. Vacasa, Inc. was originally formed on July 1, 2021 under the name Voyage Newco, Inc., for purposes of being the publicly-held corporation following the Business Combination. In July 2021, Voyage Newco, Inc. changed its name to Vacasa, Inc. The mailing address for Vacasa, Inc.’s principal executive office is 850 NW 13th Avenue, Portland, Oregon 97209.

Sources and Uses for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no TPG Pace shareholders exercise their redemption rights in connection with the Business Combination. If the actual facts are different from these assumptions, the below figures will be different.

TABLE OF CONTENTS

Sources ($MM)			Uses ($MM)
Existing VH Holders(1)	$	3,963	Existing VH Holders (1)	$	3,963
SPAC cash in Trust Account(2)	$	285	Cash to balance sheet	$	429
PIPE Financing and forward purchases(3)	$	200	TPG Pace Shares held by Sponsor (4)	$	44
TPG Pace Shares held by Sponsor(4)	$	44	Estimated fees and expenses	$	56
Total Sources	$	4,492	Total Uses	$	4,492

(1)

Includes the conversion of the D-1 Convertible Notes. Includes 7.4 million underlying vested options and SARS, and any warrants anticipated to be exercised at closing.

(2)

Assumes no redemptions by TPG Pace public shareholders.

(3)

Assumes PIPE Financing and forward purchase shares issued to (i) certain third party investors at $9.50 per share and (ii) TPG Global Holdings at $10.00 per share.

(4)

Includes 770,000 Private Placement Shares acquired by the Sponsor to cover initial underwriting fees and offering expenses. TPG Pace Shares held by Sponsor reduced by 0.9 million shares to compensate for illiquidity discount provided to PIPE Investors and forward purchase investors.

The Business Combination

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the Business Combination will be accomplished by way of the following transaction steps:

•

a restructuring will be completed such that, after giving effect to that restructuring, the Blockers will directly hold equity interests in Vacasa Holdings;

•

one (1) business day prior to the Closing TPG Pace will merge with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger;

•

at the Domestication Merger Effective Time, (a) each then issued and outstanding TPG Pace Class A Share will convert automatically, on a one-for-one basis, into a share of Vacasa Class A Common Stock; (b) each then issued and outstanding TPG Pace Class F Share will convert automatically, on a one-for-one basis, into a share of Vacasa Class F Common Stock, which thereafter will convert into shares of Vacasa Class A Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation; (c) each then issued and outstanding TPG Pace Class G Share will convert automatically, on a one-for-one basis, into a share of Vacasa Class G Common Stock; and (d) the common stock of Vacasa, Inc. held by Vacasa Holdings will be cancelled;

•

the investors party to Subscription Agreements will purchase, and Vacasa, Inc. will issue and sell to the investors, the number of shares of Vacasa Class A Common Stock pursuant to and set forth in the Subscription Agreements against payment of the amount set forth in the Subscription Agreements;

•

the investors party to the Forward Purchase Agreements will purchase, and Vacasa, Inc. will issue and sell to such investors, the number of shares of Vacasa Class A Common Stock pursuant to and as set forth in the Forward Purchase Agreements against payment of the amount set forth in the Forward Purchase Agreements;

•

TABLE OF CONTENTS

•

immediately following the Blocker Mergers and in connection with the Closing, Vacasa, Inc. will contribute all of its assets (other than the interests in OpCo it then holds and amounts necessary to fund any shareholder redemptions), which will consist of the amount of funds contained in TPG Pace’s trust account (net of deferred underwriting commissions and transaction expenses (of both Vacasa Holdings and TPG Pace) and amounts paid in respect of shareholder redemptions and including the net cash proceeds resulting from the share issuances contemplated by the Subscription Agreements and the Forward Purchase Agreements (collectively, “Available Cash”)), less the Vacasa Cash Consideration, if applicable, to OpCo in exchange for a number of OpCo Units such that Vacasa, Inc. thereafter will hold a number of OpCo Units equal to the total number of shares of Vacasa Class A Common Stock (after giving effect to the conversion of the Vacasa Class F Common Stock in accordance with the Vacasa Inc. Certificate of Incorporation) and Vacasa Class G Common Stock issued and outstanding immediately after giving effect to the Business Combination. The amount of cash to be contributed by Vacasa, Inc. to OpCo at the Closing is estimated to be approximately $429 million, net of transaction costs, assuming no redemptions by TPG Pace shareholders; and

•

on the date of the Closing, in connection with the Vacasa Holdings Recapitalization and the Blocker Mergers, as applicable: (a) Vacasa, Inc. will sell a number of shares of Vacasa Class B Common Stock to each holder of OpCo Units for an amount per share equal to the par value thereof, (b) each Vacasa Holdings unit appreciation right award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into a Vacasa SAR Award covering a number of shares of Vacasa Class A Common Stock determined by application of an exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio shall also be applied to adjust the per share exercise price of the Vacasa SAR Award), (c) each option to purchase TK Newco stock that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of Vacasa Class A Common Stock (each, a “Vacasa Option”), determined by application of an exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio shall also be applied to adjust the per share exercise price of the Vacasa Option), (d) each Existing VH Holder entitled to receive a portion of the Vacasa Cash Consideration (other than the holders of the Blockers), if applicable, will sell OpCo Units to Vacasa, Inc. in exchange for its allocable portion of the Vacasa Cash Consideration, if applicable, (at a price of $10 per OpCo Unit) and certain rights described in the Tax Receivable Agreement with respect to such OpCo Units sold, and (e) by virtue of each Blocker Merger, the outstanding equity interests in the applicable Blocker will be converted into the right to receive shares of Vacasa Class A Common Stock (and, if applicable, a portion of the Vacasa Cash Consideration) or other equity interests and certain rights as set forth in the Tax Receivable Agreement.

Upon the Closing, Existing VH Holders will be issued at Closing (i) 175,177,171 shares of Vacasa Class A Common Stock under the no redemption scenario and (ii) 213,755,791 shares of voting, non-economic Vacasa Class B Common Stock (and a corresponding number of OpCo Units in respect of each such Vacasa Class B Common Stock), as applicable. Following the Closing, the equityholders of Vacasa Holdings will own 100% of the outstanding Vacasa Class B Common Stock and approximately 76.5% of the outstanding Vacasa Class A Common Stock. The foregoing and, unless indicated otherwise, other ownership percentages presented throughout this proxy statement/prospectus (a) assume no redemptions by TPG Pace shareholders, (b) assume there is no Vacasa Cash Consideration (as defined below) payable in connection with the Business Combination, (c) do not take into account (i) the issuance of any shares upon completion of the Business Combination under the Incentive Award Plan which is expected to include awards exercisable for shares available for issuance for up to 5% of the fully diluted shares outstanding at Closing and (ii) the issuance of any shares upon completion of the Business Combination under the ESPP, which is expected to include shares available for issuance for up to 2% of the fully diluted shares outstanding at Closing and (d) excludes the potential dilutive effect of the exercise or vesting of equity based compensation awards and Vacasa Class G Common Stock. Vacasa Holdings is entitled to determine the amount of Vacasa Cash Consideration in its sole discretion and, as of the date of this proxy statement/prospectus, Vacasa Holdings expects to elect that the amount of Vacasa Cash Consideration will be $0.00.

For further details, see “Business Combination Proposal — Business Combination Agreement.”

TABLE OF CONTENTS

Conditions to Closing of the Business Combination

The consummation of the Business Combination is conditioned upon, among other things: (i) the approval by our shareholders of the TPG Pace Proposals being obtained and the requisite approvals by holders of Vacasa membership interests; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) no order, statute, rule or regulation prohibiting the consummation of the transactions contemplated by the Business Combination Agreement being in force; (iv) TPG Pace having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing; (v) this Registration Statement having become effective; (vi) the Domestication merger having been completed; (vii) customary bring down conditions; (viii) satisfaction of the Minimum Available Cash Condition; and (ix) the approval by Nasdaq of Vacasa, Inc.’s initial listing application in connection with the Business Combination.

For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Proposals to be Put to the Shareholders of TPG Pace at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of TPG Pace and certain transactions contemplated by the Business Combination Agreement.

Business Combination Proposal

TPG Pace will ask its shareholders to approve and adopt the Business Combination Agreement, and approve the transactions contemplated thereby. A copy of the Business Combination Agreement is attached to the proxy statement/prospectus as Annex A. For additional information, see “Business Combination Proposal.”

Governance Proposals

TPG Pace will ask its shareholders to approve, on a non-binding advisory basis, certain material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation. Approval of each of the Governance Proposals is not a condition to the consummation of the Business Combination. These summaries are qualified in their entirety by reference to the complete text of the Proposed Certificate of Incorporation. For additional information, see “Governance Proposals.”

Stock Issuance Proposal

Our shareholders are also being asked to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, (a) the issuance of more than 20% of Vacasa Common Stock in the Business Combination to the owners of the Blockers pursuant to the Blocker Mergers, to the investors in the PIPE Financing and to the investors party to the forward purchases and (b) the issuance of shares of Vacasa Common Stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listing Company Manual) in connection with the forward purchases. For additional information, see “Stock Issuance Proposal.”

Adjournment Proposal

Our shareholders are being asked to approve the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if TPG Pace shareholders have elected to redeem an amount of TPG Pace Class A Shares such that the Minimum Available Cash Condition would not be satisfied. For additional information, see “Adjournment Proposal.”

TABLE OF CONTENTS

Each of the Business Combination Proposal, the Domestication Merger Proposal and the Stock Issuance Proposal, is conditioned on the approval and adoption of each of the other TPG Pace Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governance Proposals are being submitted for approval on a non-binding advisory basis.

TPG Pace’s Reasons for the Business Combination

TPG Pace was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The TPG Pace Board sought to do this by utilizing the networks and industry experience of both Sponsor and the TPG Pace Board to identify, acquire and operate one or more businesses.

After consideration, the TPG Pace Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for TPG Pace IPO. For more information about the TPG Pace Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination — The TPG Pace Board’s Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements related to the Business Combination that have been executed or will be executed in connection with the closing of the Business Combination. For additional information, see “Business Combination Proposal — Related Agreements.”

Subscription Agreement

In connection with the entry into the Business Combination Agreement, TPG Pace and Vacasa, Inc. entered into the Subscription Agreements with certain qualified institutional buyers and accredited investors, pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and Vacasa, Inc. agreed to issue and sell to the PIPE Investors, an aggregate of 8,157,896 shares of Vacasa Class A Common Stock for gross proceeds of approximately $77,500,000 at $9.50 per share. The proceeds from the PIPE Financing will be paid to Vacasa, Inc. in connection with the Business Combination. The transactions contemplated by the Subscription Agreements are expected to close substantially concurrently with the closing of the Business Combination.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is attached hereto as Annex D and is incorporated herein by reference.

Forward Purchase Agreements

TPG Pace and Vacasa, Inc. entered into Amended and Restated Forward Purchase Agreements, in connection with the Business Combination Agreement. Pursuant to the Amended and Restated Forward Purchase Agreements, Vacasa, Inc. has agreed to issue to (i) certain third parties an aggregate of 10,273,688 shares of Vacasa Class A Common Stock at a price of $9.50 per share, for gross proceeds of approximately $97,600,000, and (ii) TPG Holdings, an affiliate of TPG Global, an aggregate of 2,490,000 shares of Vacasa Class A Common Stock at a price of $10.00 per share, for an aggregate amount of approximately $24,900,000. The transactions contemplated by the Forward Purchase Agreements are expected to close substantially concurrently with the closing of the Business Combination.

TPG Holdings has entered into assignment agreements with certain affiliates, members of management, directors and other investors to assign a portion of its obligation to purchase Vacasa Class A Common Stock pursuant to the Forward Purchase Agreements to such related parties, in accordance with the terms and conditions therein.

The foregoing descriptions of the Forward Purchase Agreement and the TPG Forward Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the form of such agreements, copies of which are attached hereto as Annex E and Annex F and are incorporated herein by reference.

TABLE OF CONTENTS

Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, TPG Pace, Vacasa Holdings, TK Newco and all holders required for requisite consent under the Third Amended and Restated Limited Liability Agreement of Vacasa Holdings (“Vacasa Holdings LLC Agreement”) and the Stockholders Agreement of TK Newco (including a majority of the Vacasa Holdings equity holders and of the TurnKey shareholders, respectively) (collectively, the “Holders”) entered into the Transaction Support Agreements, pursuant to which each Holder agreed to, among other things, (i) execute a written consent approving the Business Combination Agreement and vote in favor of the transactions contemplated thereby (including an agreement to exercise drag-along rights pursuant to the Vacasa Holdings LLC Agreement); (ii) be bound by certain other covenants and agreements related to the Business Combination; and (iii) withhold consent with respect to any alternative transaction.

The foregoing description of the Transaction Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Transaction Support Agreement, a copy of which is attached hereto as Annex G and is incorporated herein by reference.

Waiver Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, TPG Pace, Vacasa Holdings and Vacasa, Inc. entered into a waiver agreement pursuant to which the Sponsor agreed to (i) waive the receipt of the shares of Vacasa Class A Common Stock that it had the right to receive as a result of the application of adjustment provisions contemplated by Article 17 of the Existing Governing Documents and Article 6.4 of the Proposed Certificate of Incorporation, which provide that in the event that additional shares of Surviving Corporation Class A Common Stock, or equity-linked securities are issued or deemed issued in excess of the amounts sold in TPG Pace’s initial public offering and related to the closing of a Business Combination, the applicable conversion ratio of Vacasa Class F Common Stock and Vacasa Class G Common Stock into Vacasa Class A Common Stock shall be adjusted to account for such greater number of shares, (ii) forfeit, for no consideration, the number of shares of Vacasa Class F Common Stock that, but for the terms of the Waiver Agreement, would convert pursuant to the terms of the Existing Governing Documents and the Proposed Certificate of Incorporation, into a number of shares of Vacasa Class A Common Stock equal to the difference between (A) the number of shares of Vacasa Class A Common Stock issued at a price per share of less than $10.00 under the Forward Purchase Agreements or Subscription Agreements and (B) the number of shares of Vacasa Class A Common Stock that would have been issued under the Forward Purchase Agreements or Subscription Agreements at a price per share of $10.00, and (iii) forfeit, for no consideration, the number of shares of Vacasa Class A Common Stock issuable upon the conversion of Vacasa Class G Common Stock and Vacasa Class F Common Stock in the event that TPG Pace shareholders redeem in excess of 20% of the aggregate issued and outstanding stock of TPG Pace prior to Closing. As a result of the waivers and forfeitures contemplated under subparagraphs (i), (ii) and (iii), we estimate that the Sponsor will (x) waive approximately 2,543,860 shares of Vacasa Class F Common Stock and Vacasa Class G Common Stock, (y) forfeit 921,579 shares of Vacasa Class F Common Stock and (z) forfeit 167,137 shares of Vacasa Class F Common Stock and Vacasa Class G Common Stock under the Illustrative Redemption Scenario and 1,284,274 shares of Vacasa Class F Common Stock and Vacasa Class G Common Stock under the Maximum Redemption Scenario.

Stockholders Agreement

On the Closing Date, (i) Vacasa, Inc., (ii) certain funds affiliated with Silver Lake (“Silver Lake Stockholder”), (iii) certain funds affiliated with Riverwood Capital (“Riverwood Stockholder”), (iv) certain funds affiliated with Level Equity Management (“Level Equity Stockholder”), (v) TPG Stockholders (as defined in the Stockholders Agreement), and (vi) Mossytree Inc. (“EB Stockholder”) will enter into the Stockholders Agreement, which will govern certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding the composition of the Vacasa Board.

The foregoing description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Stockholders Agreement, a copy of which is attached hereto as Annex H and is incorporated herein by reference.

TABLE OF CONTENTS

Registration Rights Agreement

In connection with the execution of the Business Combination Agreement, Vacasa, Inc., the Sponsor, and certain existing equity holders of Vacasa Holdings have agreed to enter into the Registration Rights Agreement at the Closing. Pursuant to the Registration Rights Agreement, the parties will be entitled to certain customary registration rights, including demand, shelf and piggy-back rights. The Registration Rights Agreement also provides that Vacasa, Inc. pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement, a copy of which is attached hereto as Annex I and is incorporated herein by reference.

OpCo LLC Agreement

Following the closing of the Business Combination, Vacasa, Inc. will operate its business through Vacasa Holdings. At the Closing, Vacasa Holdings, Vacasa, Inc. and the OpCo Unitholders will enter into the Fourth Amended and Restated Limited Liability Company Agreement of Vacasa Holdings (the “OpCo LLC Agreement”). The operations of Vacasa Holdings, and the rights and obligations of the OpCo Unitholders, will be set forth in the OpCo LLC Agreement.

The foregoing description of the Opco LLC Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of OpCo LLC Agreement, a copy of which is attached hereto as Annex J and is incorporated herein by reference.

Amendment to the Insider Letter

In connection with the Business Combination Agreement, on July 28, 2021, TPG Pace amended and restated (the “Amendment”) the Insider Letter entered into in connection with TPG Pace’s initial public offering (the “Insider Letter”), dated as of April 13, 2021, by and among TPG Pace, the Sponsor and each of the directors and officers of TPG Pace. Pursuant to the Amendment, among other things, (1) the Sponsor and each of the TPG Pace Insiders agreed (i) not to redeem or transfer any shares of Vacasa Class A Common Stock (other than shares acquired pursuant to the Forward Purchase Agreements or the Subscription Agreements) until the earlier of (a) one year after the completion of the Business Combination or (b) subsequent to the Business Combination, if (x) the last reported sale price of the Vacasa Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date following the completion of the Business Combination on which Vacasa, Inc. consummates a change of control (other than as set forth in the Amendment); (ii) not to transfer any shares of Vacasa Class G Common Stock until the date following the completion of the Business Combination on which Vacasa, Inc. consummates a change of control; provided that any shares of Vacasa Class A Common Stock issued upon conversion of any shares of Vacasa Class G Common Stock will be subject to the restrictions set forth in subsection (1)(i) of this paragraph (other than as set forth in the Amendment); (2) TPG Pace agreed to make arrangements such that certain expenses of TPG Pace incurred in connection with the Business Combination not exceed $45,000,000 without prior written consent of Vacasa Holdings, not to be unreasonably withheld; and (3) TPG Pace, the Sponsor, and the TPG Pace Insiders agreed (i) that Vacasa Holdings and Vacasa, Inc. are third-party beneficiaries of the Insider Letter and the Amendment and (ii) to be bound to certain other obligations as described therein.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Annex L and is incorporated herein by reference.

Ownership of Vacasa, Inc. following the Business Combination

The following table presents the share ownership of various holders of Vacasa, Inc. securities upon the closing of the Business Combination assuming the following redemption scenarios:

TABLE OF CONTENTS

No redemptions: This presentation assumes that no TPG Pace Class A Shares are redeemed by TPG Pace’s shareholders pursuant to their redemption rights upon consummation of the Business Combination.

Maximum redemptions: This presentation assumes the redemption of approximately 47.0% or 13,405,652 TPG Pace Class A Shares held by TPG Pace’s public shareholders for a total cash redemption of $134.1 million, which is the maximum number of shares that can be redeemed that would allow the Minimum Available Cash Condition of $300.0 million to be met after deducting estimated transaction costs of approximately $50.9 million and any amounts paid to TPG Pace shareholders that exercise their redemption right.

	No Redemption Secenario				Illustrative Redemption Secenario				Max Redemption Secenario
	Shares		%		Shares		%		Shares		%
TPG Pace Public Shareholders		28,500,000		6.4%		21,797,174		5.0%		15,094,348		3.5%
Existing VH Holders(1)		388,032,435		87.6%		388,031,963		89.0%		388,028,829		90.5%
Sponsor and Affiliates(2)		6,887,282		1.6%		6,831,569		1.6%		6,459,186		1.5%
PIPE Investors		8,157,896		1.8%		8,157,896		1.9%		8,157,896		1.9%
Forward Purchasers (excluding Affiliates)(3)		11,208,688		2.5%		11,208,688		2.6%		11,208,688		2.6%
Closing Shares		442,786,301		100.0%		436,027,290		100.0%		428,948,947		100.0%
Class A Common Stock		229,030,510		51.7%		222,267,189		51.0%		215,160,131		50.2%
Class B Common Stock(4)		213,755,791		48.3%		213,760,101		49.0%		213,788,816		49.8%
Closing Shares		442,786,301		100.0%		436,027,290		100.0%		428,948,947		100.0%

(1)

Excludes 900,527 shares to be owned by Karl Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(2)

TABLE OF CONTENTS

to be issued to the TPG Pace Insiders party to the Forward Purchase Agreements and (2) 900,527 shares to be owned by Mr. Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(3)

Excludes 1,555,000 shares of Vacasa Class A Common Stock to be issued to TPG Pace Insiders party to the Forward Purchase Agreements.

(4)

The following table summarizes the share ownership of various holders of Vacasa, Inc. securities upon the consummation of the Business Combination under the redemption scenarios referred to above, based on the estimated exercise price of all vested existing equity of Vacasa Holdings at the consummation of the Business Combination, including the potential dilutive effect of the exercise or vesting of equity based compensation awards and Vacasa Class G Common Stock:

	No Redemption Secenario				Illustrative Redemption Secenario				Max Redemption Secenario
	Shares		%		Shares		%		Shares		%
TPG Pace Public Shareholders		28,500,000		6.1%		21,797,174		4.7%		15,094,348		3.3%
Existing VH Holders(1)		388,032,435		82.7%		388,031,963		83.9%		388,028,829		85.3%
Sponsor and Affiliates(2)		16,053,949		3.4%		15,886,812		3.4%		14,769,671		3.2%
PIPE Investors		8,157,896		1.7%		8,157,896		1.8%		8,157,896		1.8%
Forward Purchasers (excluding Affiliates)(3)		11,208,688		2.4%		11,208,688		2.4%		11,208,688		2.5%
Other Dilutive Equity Instruments(4)		17,476,938		3.7%		17,479,643		3.8%		17,497,654		3.8%
Closing Shares		469,429,906		100.0%		462,562,176		100.0%		454,757,086		100.0%
Class A Common Stock		249,291,861		53.1%		242,417,746		52.4%		234,570,125		51.6%
Class B Common Stock(5)		220,138,045		46.9%		220,144,430		47.6%		220,186,961		48.4%
Closing Shares		469,429,906		100.0%		462,562,176		100.0%		454,757,086		100.0%

(1)

Excludes 900,527 shares to be owned by Karl Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings.

(2)

Vacasa Class A Common Stock to be owned upon conversion of the TPG Pace Class A Shares purchased in the Private Placement and the TPG Pace Class F Shares owned by our Sponsor, taking into account the Sponsor’s agreement regarding the forfeiture of shares described elsewhere in this proxy statement/prospectus. Amounts also include (1) 1,555,000 shares of Vacasa Class A Common Stock to be issued to the TPG Pace Insiders party to the Forward Purchase Agreements, (2) 900,527 shares to be owned by Mr. Peterson as a result of his personal investment in the equity of Turnkey, recently acquired by Vacasa Holdings, and (3) 9,166,667 TPG Pace Class G Shares in No Redemption Scenario, 9,055,243 TPG Pace Class G Shares in Illustrative Redemption Scenario, and 8,310,485 TPG Pace Class G Shares in Max Redemption Scenario.

(3)

Excludes 1,555,000 shares of Vacasa Class A Common Stock to be issued to TPG Pace Insiders party to the Forward Purchase Agreements.

(4)

Includes (1) vested and unvested options, (2) vested and unvested UARs, and (3) Employee Equity Units granted to certain executives that are subject to time-based vesting.

(5)

TABLE OF CONTENTS

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information of Vacasa, Inc.” for further information.

Date, Time and Place of Extraordinary General Meeting of TPG Pace’s Shareholders

The extraordinary general meeting of TPG Pace, will be on November 30, 2021 at 4:30 p.m. Eastern time, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, and via live webcast, to consider and vote upon the proposals to be put to the extraordinary general meeting. Rather than attending in person, we encourage you to attend via live webcast.

Voting Power; Record Date

TPG Pace shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on November 1, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the record date, there were 38,770,000 ordinary shares issued and outstanding, of which 28,500,000 were issued and outstanding public shares.

Quorum and Vote of TPG Pace Shareholders

A quorum of TPG Pace shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person (or virtually) or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 19,385,001 ordinary shares would be required to achieve a quorum.

The TPG Pace Insiders have, pursuant to the Amended and Restated Insider Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the TPG Pace Insiders own approximately 26.5% of the issued and outstanding TPG Pace ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

•

Redemption Rights

Pursuant to the Existing Governing Documents, TPG Pace is providing its public shareholders with the opportunity to redeem all or a portion of the TPG Pace Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPG Pace to pay its taxes, divided by the number of then outstanding TPG Pace Class A Shares. The per-share amount TPG Pace will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting

TABLE OF CONTENTS

commission totaling approximately $10.0 million that TPG Pace will pay to the underwriters of the TPG Pace IPO or transaction expenses (of both Vacasa Holdings and TPG Pace) incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $285 million as of November 5, 2021, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares even if they vote for the Business Combination. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the TPG Pace Class A Shares sold in the TPG Pace IPO without the prior consent of TPG Pace. Any beneficial holder of TPG Pace Class A Shares on whose behalf a redemption right is being exercised must identify itself to TPG Pace in connection with any redemption election in order to validly elect to redeem such TPG Pace Class A Shares.

TPG Pace has no specified maximum redemption threshold under the Existing Governing Documents, other than the aforementioned 15% threshold. Each redemption of TPG Pace Class A Shares by TPG Pace’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that Vacasa Holdings’ obligation to consummate the Business Combination is conditioned on the amount in the Trust Account (net of the amount of any TPG Pace public shareholder redemptions, deferred underwriting commissions and transaction expenses (of both Vacasa Holdings and TPG Pace)) plus the net proceeds from the PIPE Financing and the forward purchases equaling or exceeding $300,000,000 as of the closing of the Business Combination. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of TPG Pace Class A Shares by holders of public shares and/or a failure to consummate the PIPE Financing and forward purchases, this condition is not met or is not waived, then Vacasa Holdings may elect not to consummate the Business Combination. In addition, in no event will TPG Pace redeem its TPG Pace Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Existing Governing Documents and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. TPG Pace shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of TPG Pace — Redemption Rights” to properly redeem their public shares.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. TPG Pace has engaged Morow Sodali to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares during the extraordinary general meeting via the meeting website if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of TPG Pace — Revoking Your Proxy.”

Interests of TPG Pace Insiders in the Business Combination

In considering the recommendation of the TPG Pace Board to vote in favor of the Business Combination, TPG Pace shareholders should be aware that aside from their interests as shareholders, the TPG Pace Insiders have interests in the Business Combination that are different from, or in addition to, those of other TPG Pace shareholders generally. With one director recusing himself from the vote, the TPG Pace Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to TPG Pace shareholders that they approve the Business Combination. TPG Pace shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•

the fact that the TPG Pace Insiders have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•

the fact that our Sponsor paid an aggregate of $25,000 for the TPG Pace Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, which, if

TABLE OF CONTENTS

unrestricted and freely tradable, would be valued at approximately $96,045,000, resulting in a theoretical gain of $96,020,000, not taking into account any TPG Pace Founder Shares that were or will be forfeited, but given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, TPG Pace Sponsor will lose the theoretical gain of $96,020,000, not taking into account any TPG Pace Founder Shares that were or will be forfeited, based upon the closing price of $10.11 per public share on the NYSE on November 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that the TPG Pace Insiders1 have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any TPG Pace Founder Shares and Private Placement Shares held by them if TPG Pace fails to complete an initial business combination by April 13, 2023, resulting in a loss of approximately $7,700,000;

•

the fact that as of November 5, 2021, the TPG Pace Independent Directors own 160,000 TPG Pace Ordinary Shares in the aggregate. Such shares would have had an aggregate market value of $1,617,600 based upon the closing price of $10.11 per public share on the NYSE on November 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that, as of November 5, 2021, TPG Pace’s officers and directors, other than TPG Pace Independent Directors, collectively own, directly or indirectly, approximately one-third (1/3) of the interests in the Sponsor with respect to the TPG Pace Founder Shares;

•

the continued indemnification of TPG Pace existing directors and officers under the Proposed Governing Documents and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;

•

the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, for which TPG Capital BD expects to receive up to $4.8 million in fees upon the consummation of the Business Combination;

•

The fact that Karl Peterson, Non-Executive Chairman and Director of TPG Pace, and Greg Mrva, an advisor of TPG Pace and former President of TPG Pace Tech Opportunities Corp., were familiar with Vacasa Holdings as a result of their personal investments in the equity in Turnkey, recently acquired by Vacasa Holdings, resulting in an ownership of Vacasa Holdings for Mr. Peterson of 0.222% and Mr. Mrva of 0.023%. Upon consummation of the Business Combination Mr. Peterson and Mr. Mrva will own an estimated 900,527 and 94,309 shares of Vacasa Common Stock, respectively, due to their existing ownership interest in Vacasa Holdings, representing $9,005,270 and $943,090, respectively, based upon the value ascribed by the parties to the Vacasa Common Stock for purposes of the transaction, of $10.00 per share;

•

the fact that Karl Peterson, Non-Executive Chairman and Director of the TPG Pace Board, has potential personal interest in the Business Combination as a result of his personal investment of 0.222% of the equity of Vacasa Holdings, and as a result, Mr. Peterson abstained from voting on the Business Combination Agreement and the Business Combination;

•

the fact that our Sponsor will lose its investment of approximately $7.7 million in TPG Pace and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by April 13, 2023. Prior to the TPG Pace IPO, the Sponsor purchased 20,000,000 TPG Pace Founder Shares, for an aggregate purchase price of $25,000, or approximately $0.001 per share (which were subsequently recapitalized into 2,777,778 TPG Pace Class F Shares and 5,555,556 TPG Pace Class G Shares). On April 6, 2021, the Sponsor transferred 40,000 TPG Pace Class F Shares to each of the TPG Pace Independent Directors at a purchase price of approximately $0.009 per share. Upon the consummation of the TPG Pace IPO, in connection with the underwriters’ partial exercise of its over-allotment option, TPG Pace effected a stock dividend of approximately 0.14 TPG Pace Class F Shares for each TPG Pace Class F Share, and 0.14 TPG Pace

On April 6, 2021, the Sponsor transferred 40,000 Class F ordinary shares to each of TPG Pace’s independent directors at a purchase price of approximately $0.009 per share.

TABLE OF CONTENTS

Class G Share for each TPG Pace Class G Share, such that after the underwriters’ partial exercise of its over-allotment option, the ratio of TPG Pace Founder Shares to the sum of TPG Pace Founder Shares and Public Shares remained at approximately 25%. In connection with the TPG Pace IPO, the Sponsor purchased an additional 770,000 Private Placement Shares, and a portion of the proceeds were placed in the Trust Account. As of June 30, 2021, the Sponsor held 3,166,667 Class F ordinary shares and 6,333,333 Class G ordinary shares. The 770,000 TPG Pace Class A Shares expected to be owned by our Sponsor and its affiliates would have had an aggregate market value of $7,784,700 based upon the closing price of $10.11 per public share on the NYSE on November 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Upon the completion of the Business Combination, our Sponsor and its affiliates are expected to own 16,053,949 shares of Vacasa Class A Common Stock, or 3.42% of the outstanding Vacasa Class A Common Stock, assuming no redemptions of TPG Pace Class A Shares by TPG Pace’s public shareholders and including the potential dilutive effect of the exercise or vesting of equity based compensation awards and Vacasa Class G Common Stock, representing $160,539,490 based upon the subscription price of $10.00 per share;

•

the fact that in the event that the Business Combination, or another business combination, is not completed by April 13, 2023, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund redemptions of TPG Pace Class A Shares by TPG Pace shareholders (subject to the requirements of applicable law) and the TPG Pace Founder Shares and the Private Placement Shares will be worthless;

•

the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to TPG Pace shareholders rather than liquidate; and

•

the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”

These interests may influence the TPG Pace Board in making their recommendation that you vote in favor of the approval of the Business Combination.

Recommendation to Shareholders of TPG Pace

The TPG Pace Board, with one director recusing himself from the vote, believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TPG Pace and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” each of the Governance Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Domestication Merger Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

TABLE OF CONTENTS

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Business Combination and exercise of redemption rights to holders of TPG Pace Class A Shares, please see “U.S. Federal Income Tax Considerations.”

Material Cayman Islands Tax Considerations

The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon TPG Pace or its shareholders.

Expected Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Vacasa, Inc. has been treated as the “acquired” company for financial reporting purposes, with Vacasa Holdings considered to be the accounting acquirer. This determination was primarily based on the Existing VH Holders comprising a relative majority of the voting power of the combined company, Vacasa Holdings’ operations prior to the acquisition comprising the only ongoing operations of Vacasa, Inc., and Vacasa Holdings’ senior management comprising a majority of the senior management of Vacasa, Inc. Accordingly, although Vacasa, Inc. will be the legal parent company, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Vacasa Holdings, with the Business Combination being treated as the equivalent of Vacasa Holdings issuing stock for the net assets of Vacasa, Inc. accompanied by a recapitalization. The net assets of Vacasa Holdings will be stated at historical costs, with no goodwill or other intangible assets recorded.

Emerging Growth Company

Each of TPG Pace and Vacasa, Inc. is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and each entity may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Each of TPG Pace and Vacasa, Inc. has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, each of TPG Pace and Vacasa, Inc., as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of TPG Pace’s and Vacasa, Inc.’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Vacasa, Inc. expects to remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of TPG Pace’s initial public offering, (b) in which Vacasa, Inc. has total annual gross revenue of at least $1.07 billion, or (c) in which Vacasa, Inc. is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and

TABLE OF CONTENTS

(ii) the date on which Vacasa, Inc. has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, TPG Pace is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Sources of Industry and Market Data

Where information has been sourced from a third-party, the source of such information has been identified.

Unless otherwise indicated, the information contained in this proxy statement on the market environment, market developments, growth rates, market trends and competition in the markets in which we operate is taken from publicly available sources, including third-party sources, or reflects our estimates that are principally based on information from publicly available sources.

Risk Factor Summary

In evaluating the Business Combination and the proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors discussed or referenced below and set forth under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances discussed or referenced below or in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of TPG Pace and Vacasa Holdings to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of Vacasa, Inc. following consummation of the Business Combination.

Risks Related to Vacasa Holdings’ Business and Industry

•

Vacasa Holdings has incurred net losses in each year since inception, and may not be able to achieve profitability.

•

Vacasa Holdings’ business and operations have experienced rapid growth, and if Vacasa Holdings does not appropriately manage this growth and any future growth, or if it is unable to improve its systems, processes and controls, its business, results of operations, financial condition and prospects will be adversely affected.

•

Vacasa Holdings’ recent growth may not be indicative of its future growth, and it may not be able to sustain a similar revenue growth rate in the future. This recent growth also makes it difficult to evaluate Vacasa Holdings’ current business and future prospects and may increase the risk that it will not be successful.

•

If Vacasa Holdings’ is unable to attract new vacation rental homeowners to its platform and maintain relationships with existing vacation rental homeowners, or if homeowners reduce the availability of their homes on Vacasa Holdings’ platform, Vacasa Holdings’ business, results of operations, and financial condition would be materially adversely affected.

•

If Vacasa Holdings is unable to attract new guests and retain existing guests, its business, results of operations, and financial condition would be materially adversely affected.

•

Bookings through Vacasa Holdings’ distribution partners account for a significant portion of its revenue, and if it is unable to maintain its relationships with existing distribution partners and develop and maintain successful relationships with additional distribution partners, its business, results of operations, and financial condition would be materially and adversely affected. These relationships also subject Vacasa Holdings to certain risks.

TABLE OF CONTENTS

•

Any further and continued decline or disruption to the travel and hospitality industries or economic downturn would materially adversely affect Vacasa Holdings’ business, results of operations, and financial condition.

•

Vacasa Holdings’ continued growth depends, in part, on its ability to consummate portfolio transactions on favorable terms and to effectively manage the risks associated with these transactions.

•

Vacasa Holdings’ failure to raise additional capital or generate the significant capital necessary to expand its operations and invest in new offerings could reduce its ability to compete and could adversely affect its business.

•

The business and industry in which Vacasa Holdings participates are highly competitive, and Vacasa Holdings may be unable to compete successfully with current or future competitors.

•

The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact Vacasa Holdings’ business, results of operations, and financial condition.

•

Vacasa Holdings may experience significant fluctuations in its results of operations from quarter to quarter and year to year as a result of seasonality and other factors, which make it difficult to forecast its future results.

•

Demand for vacation rental properties has increased in recent periods compared to demand for other forms of accommodations, and there can be no guarantee that this trend will continue once the COVID-19 pandemic subsides.

Risks Related to Information Technology, Intellectual Property, Data Security and Data Privacy

•

If Vacasa Holdings fails to comply with federal, state, and foreign laws relating to privacy and data protection, it may face potentially significant liability, negative publicity, an erosion of trust, and increased regulation could materially adversely affect its business, results of operations, and financial condition.

•

If Vacasa Holdings or its third-party service providers fail to prevent data security breaches, there may be damage to Vacasa Holdings’ brand and reputation, material financial penalties, and legal liability, along with a decline in use of its platform, which would materially adversely affect its business, results of operations, and financial condition.

•

System capacity constraints, system or operational failures, or denial-of-service or other attacks could materially adversely affect Vacasa Holdings’ business, results of operations, and financial condition.

•

If Vacasa Holdings does not adequately protect its intellectual property and its data, its business, results of operations, and financial condition could be materially adversely affected.

Risks Related to Other Legal, Regulatory and Tax Matters

•

Laws, regulations, and rules that affect the short-term rental business have limited and may continue to limit the ability or willingness of homeowners to rent through Vacasa and expose its homeowners or Vacasa Holdings to significant penalties, which have had and could continue to have a material adverse effect on its business, results of operations, and financial condition.

•

Vacasa Holdings is subject to a wide variety of complex, evolving, and sometimes inconsistent and ambiguous laws and regulations that may adversely impact its operations and discourage homeowners and guests from using its services, and that could cause Vacasa Holdings to incur significant liabilities including fines and criminal penalties, which could have a material adverse effect on its business, results of operations, and financial condition.

•

Uncertainty in the application of taxes to Vacasa Holdings’ homeowners, guests, or platform could increase its tax liabilities and may discourage homeowners and guests from conducting business on its platform.

•

Changes in tax laws or tax rulings could materially affect Vacasa Holdings’ business, results of operations, and financial condition.

TABLE OF CONTENTS

Risks Related to our Organizational Structure After the Business Combination

•

Vacasa, Inc.’s principal stockholders will have significant influence following the consummation of the Business Combination, including over decisions that require the approval of Vacasa, Inc.’s stockholders, and their interests may conflict with yours.

•

Following the Closing, Vacasa, Inc. will be a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

•

Vacasa, Inc. is a holding company and its principal asset after completion of the Business Combination will be its indirect equity interests in OpCo and, accordingly, it will be dependent upon distributions from OpCo to pay taxes and other expenses.

•

Vacasa, Inc. will be required to pay the TRA Holders for certain tax benefits it may claim (or is deemed to realize) in the future, and the amounts it may pay could be significant.

Risks Related to this Business Combination, Ownership of Vacasa Class A Common Stock, and Vacasa, Inc.’s Status as a Public Company

•

Vacasa, Inc. will be an “emerging growth company” within the meaning of the Securities Act, and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, Vacasa Class A Common Stock may be less attractive to investors.

Risks Related to the Business Combination and TPG Pace

•

TPG Pace has no operating history and its results of operations and those of Vacasa, Inc. following the Business Combination may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

•

The TPG Pace Insiders have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.

•

The TPG Pace Insiders hold a significant number of TPG Pace ordinary shares.

•

The exercise of TPG Pace’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in TPG Pace’s shareholders’ best interest.

•

Subsequent to consummation of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

•

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of Vacasa, Inc., almost all of whom we expect to be from Vacasa Holdings, and some of whom may join Vacasa, Inc. following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of Vacasa, Inc.

•

The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize the capital structure of Vacasa, Inc.

•

Delaware law and the Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Risks Related to the Redemption

•

Shareholders of TPG Pace who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption, which may make it difficult for

TABLE OF CONTENTS

them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their TPG Pace Class A Shares for a pro rata portion of the funds held in the Trust Account.

Risks if the Adjournment Proposal is Not Approved

•

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the TPG Pace Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Risks if the Business Combination is not Consummated

•

Pursuant to Section 49.7 of the Existing Governing Documents, if TPG Pace is unable to complete a business combination by April 13, 2023, TPG Pace will cease all operations except for the purpose of winding up, and TPG Pace will redeem the public shares and liquidate.

•

If TPG Pace is unable to consummate a business combination by April 13, 2023, the public shareholders may be forced to wait beyond such date before redemption from the Trust Account.

MARKET PRICE AND DIVIDEND INFORMATION

TPG Pace Class A Shares are traded on the NYSE under the symbol “TPGS.” The closing price of TPG Pace Class A Shares on July 27, 2021, the last trading day before the announcement of the execution of the Business Combination Agreement, was $9.97. On November 9, 2021, the last trading day prior to the date of this proxy statement/prospectus, the closing price of the TPG Pace Class A Shares was $10.19.

Holders of TPG Pace Class A Shares should obtain current market quotations for their securities. The market price of TPG Pace securities could change significantly. The value of the Vacasa Common Stock that TPG Pace shareholders will receive in the Business Combination may vary significantly from the value implied by the market prices of shares of TPG Pace Class A Shares on the date of the Business Combination Agreement, the date of this proxy statement/prospectus, and the date on which TPG Pace shareholders vote on adoption of the Business Combination Agreement. TPG Pace shareholders are urged to obtain current market quotations for TPG Pace securities before making their decision with respect to the adoption of the Business Combination Agreement.

TPG Pace

Common Shares

TPG Pace Class A Shares are currently listed on the NYSE under the symbol “TPGS”. Upon the Closing, Vacasa, Inc. intends to list the Vacasa Class A Common Stock on Nasdaq under the symbol “VCSA”.

Holders

As of November 1, 2021, there were two holders of record of TPG Pace Class A Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose TPG Pace Class A Shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

TPG Pace has not paid any cash dividends on the TPG Pace Class A Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends by Vacasa, Inc. in the future will be dependent upon Vacasa, Inc.’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to a Business Combination will be within the discretion of the Vacasa Board at such time. Vacasa, Inc. currently intends to retain its future earnings, if

TABLE OF CONTENTS

RISK FACTORS

TPG Pace shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.

Unless the context otherwise requires, any reference in the below sections of this proxy statement/prospectus to “we,” “us” or “our” refers to Vacasa Holdings and its subsidiaries prior to the consummation of the Business Combination, and to Vacasa, Inc. and its subsidiaries following the consummation of the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes, and other financial information included elsewhere within this proxy statement/prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involves risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vacasa Holdings.”

Risks Related to Vacasa Holdings’ Business & Industry

We have incurred net losses in each year since inception, and we may not be able to achieve profitability.

We incurred net losses of $(84.9) million and $(92.3) million for the years ended December 31, 2019 and 2020, respectively, and net losses of $(56.5) million and $(69.2) million for the six months ended June 30, 2020 and 2021, respectively. Historically, we have invested significantly in efforts to grow our homeowner base, both through our individual and portfolio strategies, as well as through strategic acquisitions, and to grow our guest community, and have increased our marketing spend, expanded our operations, hired additional employees, and enhanced our platform. While we significantly reduced our fixed and variable costs beginning in the second quarter of 2020 as a result of certain cost reduction measures we undertook in response to the COVID-19 pandemic, we resumed investing in our business in the first quarter of 2021 and expect our fixed and variable costs to increase in the future as we continue making significant investments in our business, including escalating acquisition activities, making improvements in our owner tools and portal, improving our field tools, and investing in technology and infrastructure. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. We also expect to incur additional expenses on an ongoing basis following the Business Combination, including additional legal, accounting and other expenses as a result of becoming a public company, and additional stock-based compensation expense as a result of the satisfaction, in connection with the Business Combination, of the liquidity-based vesting condition with respect to unit appreciation rights (“UARs”) we have granted to certain of our employees and other persons. If our revenue does not increase to offset the expected increases in our operating expenses, we will not achieve profitability in future periods and our net losses may increase.

Revenue growth may slow or revenue may decline for a number of possible reasons, many of which are beyond our control, including slowing demand for our offerings, increasing competition, or any of the other factors discussed in this “Risk Factors” section. Certain types of units and certain regions in which we operate result in listings with lower commission rates and/or lower service fees, which could have a materially negative impact on our overall operating margins. In addition, we have changed, and may in the future reduce, our commission rates and service fees for strategic or competitive reasons. Any failure to increase our revenue or manage the increase in our operating expenses could prevent us from achieving or sustaining profitability as measured by net income, operating income, or Adjusted EBITDA at all or on a consistent basis, which would cause our business, results of operations and financial condition to suffer and the market price of Vacasa Class A Common Stock to decline.

TABLE OF CONTENTS

Our business and operations have experienced rapid growth, and if we do not appropriately manage this growth and any future growth, or if we are unable to improve our systems, processes and controls, our business, results of operations, financial condition and prospects will be adversely affected.

The growth and expansion of our business places a continuous and significant strain on our management, operational, financial and other resources. In order to manage our growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our security and compliance requirements, our operating and administrative systems, our customer service and support capabilities, our relationships with various distribution partners and other third parties, and our ability to manage headcount and processes in an efficient manner.

We may not be able to sustain the pace of improvements to our platform and services, or the development and introduction of new offerings, successfully, or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. Our failure to improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, expenses, and earnings accurately, or to prevent losses.

As we continue to expand our business and operate as a public company, we may find it difficult to maintain our corporate culture while managing our employee growth. Any failure to manage our anticipated growth and related organizational changes in a manner that preserves our culture could negatively impact future growth and achievement of our business objectives. Additionally, our productivity and the quality of our offerings may be adversely affected if we do not integrate and train our new employees quickly and effectively. These challenges have been, and may continue to be, heightened due to the ongoing COVID-19 pandemic and the related stay-at-home, travel and other restrictions instituted by governments in the jurisdictions in which we operate. Failure to manage our growth to date and any future growth effectively could result in increased costs, negatively affect homeowner and guest satisfaction and adversely affect our business, results of operations, financial condition and growth prospects.

Our recent growth may not be indicative of our future growth, and we may not be able to sustain a similar revenue growth rate in the future. Our recent growth also makes it difficult to evaluate our current business and future prospects and may increase the risk that we will not be successful. Our total revenue for the years ended December 31, 2019 and December 31, 2020 were $299.3 million and $491.8 million, respectively, representing a year-over-year growth rate of 64% compared to 2019. You should not rely on the revenue growth of any prior period as an indication of our future performance. Our future revenue growth depends on the growth of supply of homes for our platform and demand for vacation rentals on our platform and the platforms of our distribution partners, and our business is affected by general economic and business conditions worldwide as well as trends in the global travel and hospitality industries. In addition, we believe that our revenue growth depends upon a number of additional factors, including, among other things:

•

the COVID-19 pandemic and its impact on the travel and accommodations industries;

•

our ability to retain and grow the number of guests and Nights Sold;

•

our ability to retain and grow the number of homeowners and available listings on our platform, as well as the number of inventory nights available to be booked;

•

the occurrence of events beyond our control, such as any future pandemic, epidemic or outbreak of infectious disease and other health concerns, increased or continuing restrictions on travel and immigration, trade disputes, economic downturns, political, civil or social unrest, and the impact of climate change on travel (including fires, floods, severe weather and other natural disasters) and on seasonal destinations;

•

our ability to maintain our relationships with our existing distribution partners and enter into relationships with additional distribution partners, and the availability of, and accessibility of our listings on, their platforms;

TABLE OF CONTENTS

•

our ability to consummate portfolio transactions on favorable terms and to effectively manage the risks associated with these transactions;

•

our ability to successfully compete against established companies and new market entrants;

•

our ability to price our offerings effectively and establish appropriate contract terms;

•

the legal and regulatory landscape, including changes in the application of existing laws and regulations or the adoption of new laws and regulations that impact our business, homeowners, and/or guests, including changes in short-term occupancy and tax laws, and our ability to comply with applicable laws and regulations;

•

the level of consumer awareness and perception of our brand;

•

the level of spending on, and effectiveness of, brand, performance and other marketing initiatives to attract homeowners and guests to our service;

•

our ability to introduce and grow new offerings and tiers, and to deepen our presence in certain geographic regions;

•

the timing, effectiveness, and costs of expansion and upgrades to our services, platform and infrastructure;

•

our ability to hire, integrate, train and retain skilled personnel;

•

our ability to determine the most appropriate investments for our limited resources; and

•

other risks described elsewhere in this proxy statement/prospectus.

A softening of demand, whether caused by events outside of our control, such as COVID-19 or any other pandemic, epidemic or outbreak of infectious disease, changes in homeowner and guest preferences, any of the other factors described above, or elsewhere in this proxy statement/prospectus or otherwise, will impair our ability to grow our revenue. Furthermore, our revenue growth has declined in recent periods and, even if our revenue continues to increase, we expect our revenue growth to decline in the future. If our revenue growth continues to decline, we may not achieve profitability and our business, results of operations, and financial condition could be materially adversely affected.

In addition, our recent growth may make it difficult to evaluate our current business and future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in changing industries that may prevent us from achieving the objectives discussed elsewhere in this proxy statement/prospectus. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be adversely affected. Moreover, if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our industry and the markets in which we operate, or if we are unable to maintain consistent revenue or revenue growth, the market price of Vacasa Class A Common Stock could be volatile, and it may be difficult to achieve and maintain profitability.

If we are unable to attract new vacation rental homeowners to our platform and maintain relationships with existing vacation rental homeowners, or if homeowners reduce the availability of their homes on our platform, our business, results of operations, and financial condition would be materially adversely affected.

Our business depends on our ability to attract new vacation rental homeowners to our platform and maintain relationships with our existing homeowner base, and on those homeowners allowing us to make their homes available for rental through our service. We deploy focused outbound sales efforts to identify and convert homeowners to our platform, and also utilize a variety of marketing, public relations and communications strategies to increase homeowner awareness regarding our brand. If our sales personnel are unable to accurately identify and convert a sufficient number of prospective homeowners, if they fail to accurately predict the value of these homeowners’ properties on our platform, or if our sales and marketing efforts are otherwise unsuccessful, our revenue and growth prospects could be materially and adversely affected. In addition, homeowners are able to limit the number of nights available through our services. These

TABLE OF CONTENTS

practices are outside of our direct control. If homeowners do not establish or maintain availability of their vacation rentals, or if the number of Nights Sold declines for a particular period, then our revenue would decline and our business, results of operations, and financial condition would be materially adversely affected.

While we plan to continue to invest in our homeowner base and in tools to assist homeowners, these investments may not be successful in growing our homeowner base or the vacation rental listings published on our platform and through our distribution partners. In addition, homeowners may not continue their contractual arrangements with us if we cannot attract prospective guests to our platform, generate bookings from a large number of guests and create attractive returns to homeowners. If we are unable to retain existing homeowners or add new homeowners, we may be unable to offer a sufficient supply and variety of properties to attract guests to use our platform. If we are unable to attract and retain individual homeowners in a cost-effective manner, or at all, our business, results of operations, and financial condition would be materially adversely affected.

We work with certain homeowner associations to manage their association activities and we often act to manage vacation rental properties for homeowners within these associations. If our fee structure and payment terms are not as competitive as those of our competitors, these homeowner associations may choose to end their business relationships with us thereby reducing the number of homeowners using our platform and vacation rentals listed with our service.

While the number of homeowners using our platform increased year-over-year in 2020, we also saw an increase in homeowner terminations during 2020 due to COVID-19. For the year ended December 31, 2020, approximately 7% of homeowner terminations were directly attributable to COVID-19 based on information provided to the Company by homeowners regarding their reason for terminating. For the six months ended June 30, 2021, homeowner terminations directly attributable to COVID-19 began to normalize and were less than half of the rate observed during the year ended December 31, 2020. A number of factors affecting homeowners could cause homeowner attrition, including: the continuing COVID-19 pandemic or the occurrence of any other pandemic, epidemic or outbreak of infectious disease; changes to, or the enforcement or threatened enforcement of, laws and regulations, including short-term occupancy and tax laws; homeowners, condominium and neighborhood associations adopting and enforcing governing documents or contracts that prohibit or restrict short term rental activities; regulations that purport to ban or otherwise restrict short term rentals; homeowners opting for long-term rentals outside of our service; economic, social, and political factors; perceptions of trust and safety on and off our platform and within our units; or negative experiences with guests, including guests who damage homeowner property, throw unauthorized parties, or engage in violent and unlawful acts. A number of our homeowners are individuals who have acquired properties specifically for rental. Our business, results of operations, and financial condition could be materially adversely affected if our homeowners are unable or unwilling to allow us to list and manage their properties and return to normal operations in the near to immediate term.

We believe that our supplemental homeowner protection program is integral to retaining and acquiring homeowners. Our homeowner insurance program offers a layer of vacation rental liability protection, including $1.0 million liability coverage due to homeowner negligence, $1.0 million coverage in damage protection for homeowners’ homes and coverage for damage to furnishing and valuables up to $20,000. While we currently have no intention to discontinue or reduce these programs, if our intentions change in the future, if the third-party insurance provider ends the program and we cannot implement a comparable program on similar terms, or if the cost of the program rises significantly and becomes less attractive to homeowners, then the number of homeowners who list with us may decline.

Owners whose reservations were cancelled during COVID-19, whether by us or by guests, have had and may continue to have a negative view of our cancellation policy and may experience negative financial impacts as a result of such cancellations. This could materially negatively impact our relationship with our homeowners and guests, resulting in homeowners leaving our service, removing their listings and/or offering less availability, or fewer repeat guests, which in turn could have a material adverse impact on our business, results of operations, and financial condition, as well as on our ability to grow our business.

TABLE OF CONTENTS

If we are unable to attract new guests and retain existing guests, our business, results of operations, and financial condition would be materially adversely affected.

Our success depends significantly on existing guests continuing to book and attracting new guests to book our homeowners’ vacation rentals through the Vacasa platform and through listings on the platforms of our distribution partners. Our ability to attract and retain guests could be materially adversely affected by a number of factors, including, among others:

•

the occurrence of events beyond our control, such as the COVID-19 pandemic, any other pandemic, epidemic or outbreak of infectious disease and other health concerns, increased or continuing restrictions on travel and immigration, trade disputes, economic downturns, political, civil or social unrest, and the impact of climate change on travel (including fires, floods, severe weather and other natural disasters) and seasonal destinations;

•

units failing to meet guests’ expectations;

•

increased competition and use of our competitors’ platforms and services;

•

our failure to provide differentiated, high-quality, and an adequate supply of homes at competitive prices;

•

guests not receiving timely and adequate customer support from us;

•

declines or inefficiencies in our marketing efforts;

•

negative associations with, or reduced awareness of, our brand;

•

problems with our distribution partners;

•

negative perceptions of the trust and safety on our platform or in our homeowners’ homes;

•

macroeconomic and other conditions outside of our control affecting travel and hospitality industries generally; and

•

other risks described elsewhere in this proxy statement/prospectus.

In addition, for guests who book directly with us, if our platform is not easy to navigate, guests have an unsatisfactory sign-up, search, booking, or payment experience on our platform, the listings and other content provided on our platform are not displayed effectively to guests, we fail to make our brand known to guests during their rental experience or we fail to provide a rental experience in a manner that meets rapidly changing demand, we could fail to convert first-time guests into repeat customers and fail to engage with existing guests, which would materially adversely affect our business, results of operations, and financial condition.

Bookings through our distribution partners account for a significant portion of our revenue, and if we are unable to maintain our relationships with our existing distribution partners and develop and maintain successful relationships with additional distribution partners, our business, results of operations, and financial condition would be materially and adversely affected. These relationships also subject us to certain risks.

We believe that the continued growth of our business depends, in part, on our ability to maintain our relationships with our existing distribution partners and to identify, develop, and maintain strategic relationships with additional distribution partners, particularly as we continue to grow our brand recognition and our own booking platform. For the year ended December 31, 2020 and the six months ended June 30, 2021, we generated approximately 65% and 70%, respectively, of our Gross Booking Value through our distribution partners. The impairment or termination of these relationships for any reason, or the failure of our distribution partners to effectively market our listings and provide satisfactory user experiences could materially and adversely affect our business, results of operations and financial condition. Our agreements with our existing distribution partners are non-exclusive, meaning our distribution partners can and do provide users looking for vacation rentals in the markets in which we operate access to listings other than ours. These parties are not bound by any requirement to continue to market our listings, and may take actions that promote their or other third-party listings above ours. In addition, certain of these companies are now, or may in the future become, competitors of ours. While we view our distribution partners more as

TABLE OF CONTENTS

partners than competitors and believe our relationships with these parties are mutually beneficial, we cannot guarantee that our distribution partners will continue to share this view. If our distribution partners view us as competitive, they could limit our access to their platforms, allow access only at an unsustainable cost, or make changes to their platforms that make our listings less desirable to users or harder to access.

In addition, bookings through Airbnb, Booking.com, and Vrbo account for a significant portion of our Gross Booking Value. For the year ended December 31, 2020 and the six months ended June 30, 2021, Gross Booking Value generated through Airbnb, Booking.com, and Vrbo accounted for approximately 95% and 95%, respectively, of the Gross Booking Value generated through our distribution partners. The loss of any one or more of these distribution partners, or a material reduction in the number of listings booked through their platforms, including for any of the reasons described above, would adversely affect our business, financial condition and results of operations.

Any further and continued decline or disruption to the travel and hospitality industries or economic downturn would materially adversely affect our business, results of operations, and financial condition.

Our financial performance is dependent on the strength of the travel and hospitality industries. The outbreak of COVID-19 has caused many governments to implement quarantines and significant restrictions on travel or to advise that people remain at home where possible and avoid crowds, which has had a particularly negative impact on air and other types of travel. In addition, most airlines that suspended or significantly limited their flights at the start of the COVID-19 pandemic continue to operate on reduced flight schedules and at lower passenger capacities, further decreasing opportunities for travel. This led to a decrease in our bookings and an increase in cancellations and associated claims for refunds or credits for the period of time from March 2020 through the third quarter of 2020. In March 2020, we began to offer future stay credits in lieu of refunds to guests who had reservations cancelled due to COVID-19 or who cancelled their reservations within a certain period of time prior to the reservation date. As of June 30, 2021, we accrued approximately $31.6 million of value of unused future stay credits. We expect that COVID-19 may continue to impact our bookings and business in 2021 and beyond. The extent and duration of such impact over the longer term remains uncertain and is dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, potential new strains of the virus, the timing, availability, and effectiveness of vaccines, the extent and effectiveness of containment actions taken, including mobility restrictions, and the impact of these and other factors on travel behavior in general, and on our business in particular. See our risk factor titled “The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact our business, results of operations, and financial condition.”

Other events beyond our control, such as unusual or extreme weather or natural disasters, such as earthquakes, hurricanes, fires, tsunamis, floods, severe weather, droughts, and volcanic eruptions, and travel-related health concerns including pandemics and epidemics, restrictions related to travel, trade or immigration policies, wars, terrorist attacks, sources of political uncertainty, such as the United Kingdom’s departure from the European Union (“Brexit”), protests, foreign policy changes, regional hostilities, imposition of taxes or surcharges by regulatory authorities, changes in regulations, policies, or conditions related to sustainability, including climate change, work stoppages, labor unrest or travel-related accidents can disrupt travel globally or otherwise result in declines in travel demand. Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, and therefore demand for our platform and services, which would materially adversely affect our business, results of operations, and financial condition. Increasing awareness around the impact of air travel on climate change and the impact of over-tourism may also adversely impact the travel and hospitality industries and demand for our platform and services.

Our financial performance is also subject to global economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that have an impact on discretionary consumer spending include general economic conditions, worldwide or regional recessions, unemployment, consumer debt, reductions in net worth, fluctuations in exchange rates, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, tariffs, and other macroeconomic factors. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected, which could lead to a decline in the bookings and prices

TABLE OF CONTENTS

for rentals through our platform and an increase in cancellations, and thus result in lower revenue. Leisure travel in particular, which accounts for a substantial majority of our current business, is dependent on discretionary consumer spending levels. Downturns in worldwide or regional economic conditions, such as the current downturn resulting from the COVID-19 pandemic, have led to a general decrease in leisure travel and travel spending, and similar downturns in the future may materially adversely impact demand for our platform and services. Such a shift in consumer behavior would materially adversely affect our business, results of operations, and financial condition.

Our continued growth depends, in part, on our ability to consummate portfolio transactions on favorable terms and to effectively manage the risks associated with these transactions.

Our ability to successfully execute portfolio transactions is critical to our ability to enter new markets and build local market density at a faster rate than we can achieve through individual homeowner additions. As a result, we believe our portfolio approach contributes to our ability to grow revenue and increase our profitability over time. Our ability to execute our portfolio strategy depends, in part, on our ability to identify and maintain a robust pipeline of local professionally managed vacation home businesses in new and existing markets, enter into transaction arrangements on favorable terms and optimize the performance of these properties upon onboarding. If we are unable to identify a sufficient number of property portfolios, or if local property managers are unwilling to transact with us on favorable terms, our business, results of operations, financial condition and growth prospects could be materially and adversely affected.

In addition, onboarding the properties we acquire through our portfolio approach can entail significant costs and risks that have the potential to erode the profitability we may expect to achieve through these transactions. The onboarding process for these properties involves, among other things, understanding and standardizing accounting systems and bookkeeping practices and moving homeowners onto our standardized contracts. It is possible homeowners may choose not to enter into agreements with us once their existing agreements expire. Our ability to successfully execute these transactions also depends on our ability to retain key staff members of the businesses we acquire, particularly in cases where we are entering new markets, which we cannot guarantee we will be able to do. Executing these transactions in new markets also entails additional costs and risks, including the need to understand and comply with new regulatory requirements and build our local operations network and other local resources. If we are unable to successfully and efficiently manage these risks and their associated costs, these transactions may be less profitable than we anticipate, fail to be profitable at all, or otherwise adversely affect our business, results of operations and financial condition.

Furthermore, certain of the businesses we acquire through our portfolio approach may not initially have the accounting systems necessary to provide the information we need to report certain key metrics, such as Gross Booking Value (“GBV”), Nights Sold, and GBV per Night Sold. As a result, for the period during which they are being integrated, such metrics may be reported exclusive of these non-integrated units, which could adversely affect investor perceptions regarding our business and the trading price of Vacasa Class A Common Stock.

The failure to successfully execute and integrate strategic acquisitions at our historical rate and at acceptable prices, and to enter into other strategic transactions and relationships that support our long-term strategy, could materially adversely affect our business, results of operations, and financial condition, as well as our ability to grow our business. These strategic transactions and relationships also subject us to certain risks.

We have acquired multiple businesses, including our October 2019 acquisition of WVRNA and our April 2021 acquisition of TurnKey, and we regularly evaluate potential strategic acquisitions and other strategic transactions in the ordinary course as part of our business strategy. We may not be able to consummate strategic acquisitions at rates similar to the past, which could adversely impact our growth rate and the trading price of Vacasa Class A Common Stock. Promising acquisitions, investments and other strategic transactions are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate these transactions on acceptable terms or at all. As a

TABLE OF CONTENTS

result, we may enter into negotiations for strategic acquisitions that are not ultimately consummated, and those negotiations could result in diversion of management time and significant out-of-pocket costs. In addition, competition for strategic acquisitions, investments and other strategic transactions may result in higher purchase prices or other terms less economically favorable to us. We may expend significant cash or incur substantial debt to finance such acquisitions, which indebtedness could result in restrictions on our business and significant use of available cash to make payments of interest and principal. In addition, we may finance such acquisitions by issuing equity or convertible debt securities, which could result in further dilution to our existing stockholders. If we fail to evaluate and execute strategic acquisitions and other strategic transactions successfully, our business, results of operations, and financial condition could be materially adversely affected.

In addition, even if we are able to consummate strategic acquisitions and enter into other strategic transactions and relationships, we cannot assure you that any such strategic transactions or relationships will be successful. Integrating any strategic transactions into our existing business may create unforeseen operating difficulties and costs, which may be further exacerbated by factors and events beyond our control. For example, in October 2019, we completed the acquisition of Wyndham Vacation Rental North America, LLC (“WVRNA”) and its related subsidiaries from Wyndham Destinations, Inc. and took over Wyndham’s vacation rental property management operations in North America. This included management of over 9,000 new properties, 100 homeowner and community association arrangements, management of resort operations and certain ancillary services. Soon after the acquisition, we began the process of integrating the vacation rental management activities of various operating entities under the WVRNA umbrella, each of which had different and varied business operations and practices. In the first quarter of 2020, as we began to execute a number of key integration initiatives, the COVID-19 pandemic hit and negatively impacted our ability to effectively and efficiently integrate the business, significantly delaying our business harmonization efforts. In addition, in April 2021, we acquired TurnKey’s vacation rental property management business, adding approximately 6,000 units to our inventory and approximately 500 employees to our workforce. We are in the early stages of our integration efforts with TurnKey and are encountering similar challenges of rationalizing and combining disparate business practices and processes.

Furthermore, strategic acquisitions and other strategic transactions and relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could negatively affect our growth rate and the trading price of Vacasa Class A Common Stock, and may have a material adverse effect on our business, results of operations and financial condition:

•

Any business that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably;

•

Any debt we incur or assume in connection with our strategic acquisitions and other strategic transactions and relationships could cause a deterioration of our credit ratings, increase our borrowing costs and interest expense, and diminish our future access to the capital markets;

•

Acquisitions and other strategic transactions and relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term;

•

Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period;

•

Acquisitions and other strategic transactions and relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

•

We may be unable to achieve cost savings or other synergies anticipated in connection with a strategic acquisition or other strategic transaction or relationship;

•

We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of

TABLE OF CONTENTS

these liabilities or deficiencies may increase our expenses, adversely affect our financial position and/or cause us to fail to meet our public financial reporting obligations;

•

In connection with strategic acquisitions and other strategic transactions and relationships, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results;

•

As a result of our strategic acquisitions, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges; and

•

We may have interests that diverge from those of our strategic partners and we may not be able to direct the management and operations of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.

Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could adversely affect our business.

Since our founding, our principal sources of liquidity have been from proceeds we have received through the issuance of preferred equity and debt financing. We have incurred significant operating losses and generated negative cash flows from operations as we have invested to support the growth of our business and expect to continue to do so in the future as we execute on our strategic initiatives to grow our business. While we currently anticipate our existing sources of liquidity will be sufficient to fund our operations, working capital requirements, capital expenditures and debt service obligations for at least the twelve months following the date of this proxy statement / prospectus, our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain new homeowners and guests that utilize our services, the extent and profitability of our portfolio transaction activity, the continuing market acceptance of our offerings, the timing and extent of spending to enhance our technology, and the expansion of our sales and marketing activities and, as a result, we may require additional financing. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of Vacasa Class A Common Stock. In addition, our stockholders will experience additional dilution when UAR and option holders exercise their right to purchase Vacasa Class A Common Stock under our equity incentive plans, when any restricted stock units we may grant from time to time vest and settle, when we issue equity awards to our employees under our equity incentive plans or our employee stock purchase plan, and when we otherwise issue additional equity interests.

If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

•

develop or enhance our platform, products or services;

•

consummate portfolio transactions and strategic acquisitions in order to grow our supply in existing markets and enter new markets;

•

continue to expand our research and development and sales and marketing organizations;

•

acquire complementary technologies, products or businesses;

•

effectively expand our operations in the United States and internationally;

•

hire, train, and retain employees; or

•

respond to competitive pressures or unanticipated working capital requirements.

If we are unable to raise additional funds when we need them and on terms that are acceptable to us, our ability to continue to support our business, to respond to business challenges and opportunities, and to

TABLE OF CONTENTS

execute our growth strategy would be significantly limited, and our business, results of operations, and financial condition would be materially adversely affected.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

We operate in a highly competitive environment and we face significant competition in attracting and retaining homeowners and guests.

Homeowners. Homeowners have two primary options for online listing, demand generation and distribution and care of their units, self-management or using local property management businesses. Homeowners who self-manage are able to list on sites such as Airbnb and Vrbo, and may choose to leverage additional software tools to handle aspects of the process such as pricing or scheduling, or fully self-manage. We compete for homeowners based on many factors, including the volume of bookings generated by guests on our platform and those of our distribution partners; ease of onboarding onto our platform; the service fees and commissions we charge; the owner protections we offer, such as our insurance programs; and the strength of our brand. Throughout the COVID-19 pandemic, we have also competed based on our cancellation and shut down policies in response to regulatory actions.

Guests. We also compete to attract guests to our platform. Guests have a wide range of options for finding and booking accommodations, and as such, we compete with other forms of accommodations including hotels, other vacation rental companies, and serviced apartment providers, both online and offline. We also compete for traffic and demand generation through our direct booking channel with Airbnb, Booking Holdings (including the brands Agoda.com, Booking.com, KAYAK, and Priceline.com), Expedia Group (including the brands Expedia, Hotels.com, Orbitz, Travelocity and Vrbo), Google, Tripadvisor, Trivago, and regional booking sites and OTAs, and to a lesser degree, urban rental sites such as Sonder, and niche programs such as Inspirato. We compete for guests based on many factors, including the uniqueness and quality of our inventory and the availability of homes; the value and all-in cost of our offerings relative to other options, our brand; and the ease of use of our platform. Throughout the COVID-19 pandemic, we have also competed based on the availability of inventory close to where guests live, as well as the perceived safety and cleanliness of the listings on our platform.

Our competitors are adopting aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could reduce demand for our platform from homeowners and guests, slow our growth, and materially adversely affect our business, results of operations, and financial condition.

Many of our current and potential competitors are larger and have greater financial, technical and other resources that provide substantial competitive advantages, such as greater brand name recognition, longer operating histories, larger marketing budgets and established marketing relationships, and significantly greater resources for the development of their offerings. In addition, many of our current and potential competitors have access to larger user bases and/or inventory for accommodations, and may provide multiple travel products, including flights. As a result, our competitors may be able to provide consumers with a better or more complete product experience and respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or homeowner and guest requirements or preferences. The global travel industry has experienced significant consolidation, and we expect this trend may continue as companies attempt to strengthen or hold their market positions in a highly competitive industry. Consolidation amongst our competitors will give them increased scale and may enhance their capacity, abilities, and resources, and lower their cost structures. In addition, emerging start-ups may be able to innovate and focus on developing a new product or service faster than we can or may foresee consumer need for new offerings or technologies before us.

Some of our competitors and potential competitors have more established or varied relationships with consumers than we do, and they could use these advantages in ways that could affect our competitive position, including by entering the travel and accommodations businesses. For example, some competitors and potential competitors are creating “super-apps” where consumers can use many online services without leaving that company’s app. If any of these platforms are successful in offering services to consumers that are similar to ours, or if we are unable to offer our services to consumers within these super-apps, our

TABLE OF CONTENTS

customer acquisition efforts could be less effective and our customer acquisition costs, including our brand and performance marketing expenses, could increase, any of which could materially adversely affect our business, results of operations, and financial condition.

We also face increasing competition from search engines, including Google. The way Google presents travel search results, and its promotion of its own travel meta-search services, such as Google Travel and Google Vacation Rental Ads, or similar actions from other search engines, and their practices concerning search rankings, could decrease our search traffic, increase traffic acquisition costs, and/or disintermediate our platform. These parties can also offer their own comprehensive travel planning and booking tools, or refer leads directly to suppliers, other favored partners, or themselves, which could also disintermediate our platform. In addition, if Google or Apple use their own mobile operating systems or app distribution channels to favor their own or other preferred travel service offerings, or impose policies that effectively disallow us to continue our full product offerings in those channels, it could materially adversely affect our ability to engage with homeowners and guests who access our platform via mobile apps or search, which would negatively impact our business, results of operations and financial condition.

The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact our business, results of operations, and financial condition.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In an attempt to limit the spread of the virus, governments imposed various restrictions, including emergency declarations at the international, federal, state, and local levels, school and business closings, quarantines, “shelter at home” & “stay-at-home” orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures, which have had and may continue to have a material adverse impact on our business and operations and on travel behavior and demand.

In response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its impact on our business, we took cost reduction measures to mitigate the adverse impacts of COVID-19 during the first two quarters of 2020, which included lower discretionary and overhead spending, as well as an internal reorganization that reduced the size of our workforce, primarily in North America, resulting in the elimination of approximately 850 positions. Additionally, we furloughed approximately 3,000 employees, which primarily occurred in the second quarter of 2020. This reduction in workforce impacted all of our teams with significant reductions in our operations, customer service and our sales teams. These organizational changes also resulted in the loss of institutional knowledge, relationships, and expertise for critical roles, which may not have been effectively transferred to continuing employees and diverted attention from operating our business. These actions resulted in personnel capacity constraints and had an adverse effect on our ability to grow, integrate acquired businesses and resources, develop innovative products, and compete. These actions resulted in increased employee attrition, reduced employee morale and productivity and problems retaining existing and recruiting future employees due to brand damage, which could have a material adverse impact on our business, results of operations, and financial condition. The reduction in force and other restructuring activities resulted in charges of $5.0 million in 2020.

In addition, the COVID-19 pandemic materially and adversely impacted our operating and financial results for the year ended December 31, 2020. Beginning at the end of the first quarter of 2020, we experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted Nights Sold. Due to the impact the reduction in bookings initially had on our financial condition, we issued $108.1 million in aggregate principal amount of our D-1 Convertible Notes to provide for liquidity and fund other general corporate initiatives. While we began to experience a significant increase in bookings and reduction in cancellations in the second half of 2020, management made the decision to realign its business and strategic priorities based on our core operating strengths, which resulted in the wind-down of a significant portion of our international business by December 31, 2020. Additionally, our additions of new units were significantly muted in 2020 due to the reduction in sales staff and portfolio spend associated with COVID-19 furloughs, layoffs and cash preservation strategies. As a result, we did not grow our total unit inventory in 2020 to the same extent we have historically, which is impacting our revenue growth in 2021. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict the COVID-19 pandemic’s cumulative and ultimate

TABLE OF CONTENTS

impact on our future business, results of operations, and financial condition. The extent to which the COVID-19 pandemic will impact our business, results of operations and financial condition will depend largely on future developments, including the duration and extent of the spread of COVID-19 both globally and within the United States, the availability and adoption of vaccines for COVID-19, the prevalence of local, national, and international travel restrictions, the duration and extent of reduced flight volume, the impact on capital and financial markets and on the U.S. and global economies, including foreign currencies exchange, and the effects of governmental or regulatory orders that impact our business, all of which are highly uncertain and cannot be predicted. Moreover, even as stay-at-home orders and travel advisories are lifted, demand for our offerings may remain depressed in some markets for a significant length of time, and we cannot predict if and when demand will return to pre-COVID-19 levels.

In addition, COVID-19 has disrupted and may continue to disrupt the operations of our business partners and third-party vendors and service providers. We cannot predict the impact the COVID-19 pandemic will ultimately have on these parties, and we may continue to be materially adversely impacted as a result of any material adverse impact our business partners and third-party vendors suffer now and in the future.

For example, some homeowners have chosen to impose owner blocks or take their properties out of service or out of our portfolio entirely due to either changed personal economic circumstances or concern for safety relating to COVID-19. The COVID-19 pandemic has also resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. Furthermore, our customer service support teams continue to work remotely, and it is possible that widespread remote work arrangements could have a materially negative impact on homeowner and guest satisfaction resulting from potential delays or slower than usual response times in receiving assistance from our customer support organization. The negative impact on our homeowners’ and guests’ satisfaction could adversely impact our operations, the execution of our business plans, and the productivity and availability of key personnel and other employees necessary to conduct our business, and of third-party service providers that perform critical services for us, and otherwise cause operational failures due to changes in our normal business practices necessitated by the COVID-19 pandemic and related governmental actions. If a natural disaster, power outage, connectivity issue, or other event occurs that impacts our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in material consumer privacy, information technology security, and fraud risks. The manner in which we have adjusted our business following the COVID-19 pandemic is based on our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities, and is subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

It is not possible to quantify the impact the COVID-19 pandemic has had on our business and operations to date as a result of the factors discussed above, or to estimate the long-term impact that COVID-19 could have on our business, financial condition and results of operations as the impact will depend on future developments, which are highly uncertain and cannot be predicted. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future. These uncertainties may increase variability in our results of operations and adversely affect our ability to accurately forecast changes in our operating and financial performance in future periods. To the extent the COVID-19 pandemic continues to materially adversely affect our business, results of operations, and financial condition, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently foreseeable, could materially adversely impact our business, results of operations, and financial condition.

We may experience significant fluctuations in our results of operations from quarter to quarter and year to year as a result of seasonality and other factors, which make it difficult to forecast our future results.

Our results of operations may vary significantly from quarter to quarter and year to year and are not an indication of our future performance. Our overall business is seasonal, reflecting typical travel behavior

TABLE OF CONTENTS

patterns over the course of the calendar year. In addition, each market where we operate has unique seasonality, events, and weather that can increase or decrease demand for our offerings. Certain holidays can have an impact on our revenue by increasing Nights Sold on the holiday itself or during the preceding and subsequent weekends. Typically, our second and third quarters have higher revenue due to increased Nights Sold. Our GBV typically follows the seasonality patterns of Nights Sold. Our operations and support costs also increase in the second and third quarters as we increase our hourly staffing to handle increased activity on our platform in those periods. In 2020, we saw COVID-19 overwhelm the historical seasonality pattern in our revenue as well as in our Nights Sold, Gross Booking Value and Adjusted EBITDA These changes were primarily the result of shelter-in-place orders and changing travel preferences relating to the COVID-19 pandemic. We expect this impact on typical seasonality to continue as long as COVID-19 continues to impact travel restrictions and customer preferences globally. As our business matures, other seasonal trends may develop, or these existing seasonal trends may become more extreme. In addition to seasonality, our results of operations may fluctuate as a result of a variety of other factors, many of which are beyond our control, may be difficult to predict, and may not fully reflect the underlying performance of our business, including:

•

reduced travel and cancellations due to other events beyond our control such as health concerns, including the COVID-19 pandemic or other pandemics, epidemics or outbreaks of infectious disease, natural disasters, wars, regional hostilities or law enforcement demands and other regulatory actions;

•

periods with increased investments in our platform for existing offerings, new offerings and initiatives, marketing, and the accompanying growth in headcount;

•

our ability to maintain growth and effectively manage that growth;

•

increased competition;

•

our ability to expand our operations in new and existing regions;

•

changes in governmental or other regulations affecting our business;

•

changes to our internal policies or strategies;

•

harm to our brand or reputation; and

•

other risks described elsewhere in this proxy statement/prospectus.

As a result, it may be more difficult to accurately forecast our results of operations and, if our forecasts are not accurate, we may fail to meet the expectations of investors and securities analysts, which could cause the trading price of Vacasa Class A Common Stock to fall substantially and potentially subject us to costly lawsuits, including securities class action suits. Moreover, we base our expense levels and investment plans on estimates for revenue that may turn out to be inaccurate. A significant portion of our expenses and investments are fixed, and we may not be able to adjust our spending quickly enough if our revenue is less than expected, resulting in losses that exceed our expectations. If our assumptions regarding the risks and uncertainties that we use to plan our business are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, results of operations, and financial condition could be materially adversely affected.

Demand for vacation rental properties has increased in recent periods compared to demand for other forms of accommodations, and we cannot guarantee that this trend will continue once the COVID-19 pandemic subsides.

Despite the uncertainties caused by the COVID-19 pandemic, demand for vacation rental properties has increased over the last 18 months and we believe that COVID-19 helped to accelerate that trend. For instance, according to the Skift study, which we commissioned, approximately 19% of travelers stayed in a vacation rental for the first time during the pandemic. We believe that social distancing requirements and concerns about cleanliness made vacation rental properties more appealing to travelers than traditional accommodations, such as hotels, due to the increased privacy that vacation rentals provide. We experienced significant strength in the fourth quarter of 2020 due to pent up demand from COVID-19 limiting travel in the second and third quarters of 2020, which drove Nights Sold per unit and revenue per unit up above

TABLE OF CONTENTS

typical seasonal levels. We do not anticipate that this atypical seasonality will reoccur and anticipate that as a result, revenue growth in the fourth quarter of 2021 will appear muted.

Despite the increased demand for vacation rental properties over the last 18 months, we cannot be certain that this trend will continue after the COVID-19 pandemic ends. As social distancing measures are lifted and international destinations reopen for tourism, it is possible that travelers may prefer to stay in traditional accommodations or vacation in international locations where we do not operate. If the demand for vacation rental properties decreases and reduces our overall number of Nights Sold, our results of operations could differ materially from our expectations and our business, results of operations, and financial condition could be materially adversely affected.

Our customer support function is critical to the success of our platform, and any failure to provide high-quality service could affect our ability to retain our existing homeowners and guests and attract new ones.

Our ability to provide high-quality support to our homeowners and guests is important for the growth of our business and any failure to maintain such standards of customer support, or any perception that we do not provide high-quality service, could affect our ability to retain and attract homeowners and guests. Meeting the customer support expectations of our homeowners and guests requires significant time and resources from our community support team and significant investment in staffing, technology, including automation and machine learning to improve efficiency, infrastructure, policies, and community support tools. The failure to develop the appropriate technology, infrastructure, policies, and community support tools, or to manage or properly train our community support team, could compromise our ability to resolve questions and complaints quickly and effectively. The number of our homeowners and guests has grown significantly and such growth, as well as any future growth, will put additional pressure on our customer support organization and our technology organization. In addition, as we service an international customer base, we need to be able to provide effective support that meets our homeowners’ and guests’ needs and languages globally at scale. As part of the reduction in force we undertook in March 2020 in response to the COVID-19 pandemic, we significantly reduced the number of employees in our customer support organization and our technology organization, which impacted our ability to provide effective support to our homeowners and guests. Our service is staffed based on business forecasts. Any volatility in those forecasts could lead to staffing gaps that could impact the quality of our service. We have in the past experienced and may in the future experience backlog incidents that lead to substantial delays or other issues in responding to requests for customer support, which may reduce our ability to effectively retain homeowners and guests.

The vast majority of our customer support is performed by employees. We rely on our internal team and some third party providers to provide timely and appropriate responses to the inquiries of homeowners and guests that come to us via telephone, email, social media, and chat. Reliance on third parties requires that we provide proper guidance and training for their employees, maintain proper controls and procedures for interacting with our community, and ensure acceptable levels of quality and customer satisfaction are achieved.

We provide customer support to homeowners and guests and help to mediate disputes between homeowners and guests. We rely on information provided by homeowners and guests and are at times limited in our ability to provide adequate support or help homeowners and guests resolve disputes due to our lack of information or control. To the extent that homeowners and guests are not satisfied with the quality or timeliness of our customer support, we may not be able to retain homeowners or guests, and our reputation as well as our business, results of operations, and financial condition could be materially adversely affected.

When a homeowner or guest has a poor experience on our platform or with our service, we may issue refunds or future stay credits. These refunds and future stay credits are generally treated as a reduction to revenue. In addition, where there is property damage to a home below the threshold for our homeowner protection insurance, in certain cases, we may make payouts for property damage claims based on our damage waiver program, which we account for as consideration paid to a customer and is also generally treated as a reduction in revenue. A robust customer support effort is costly, and we expect such cost to continue to rise in the future as we grow our business. We have historically seen a significant number of customer support inquiries from homeowners and guests. Our efforts to reduce the number of customer support requests may

TABLE OF CONTENTS

not be effective, and we could incur increased costs without corresponding revenue, which would materially adversely affect our business, results of operations, and financial condition.

Our business depends on our ability to attract and retain capable management and employees, and if we lose any of our key personnel, or if we are unable to attract, retain and motivate a sufficient number of skilled personnel, our business, results of operations, and financial condition could be materially adversely affected and we may be unable to execute our growth strategy.

Our success depends in large part on our ability to attract and retain high-quality management and employees. Our CEO, CFO and other members of our senior management team, as well as other employees, may terminate their employment with us at any time. Losing the services of members of our senior management team could materially harm our business until a suitable replacement is found, and such replacement may not have equal experience and capabilities. In addition, we have not purchased life insurance on any members of our senior management team. Furthermore, given the importance of our key executives to our business, we are also vulnerable to the risk that they may take actions, either within or outside the scope of their duties, that intentionally or unintentionally tarnish our brand and reputation or otherwise adversely affect our business, results of operations, and financial condition.

As we continue to grow, we cannot guarantee that we will be able to attract and retain the personnel we need. Our business requires highly skilled technical, engineering, design, product, data analytics, marketing, business development, and community support personnel, including executive-level employees, who are in high demand and are often subject to competing offers. Competition for qualified employees and executive-level employees is intense in our industry. The loss of qualified employees, or an inability to attract, retain, and motivate employees required for the planned expansion of our business would materially adversely affect our business, results of operations, and financial condition and impair our ability to grow.

To attract and retain key personnel, we use various measures, including an equity incentive program. As we continue to mature, the incentives to attract, retain, and motivate employees provided by our programs or by future arrangements may not be as effective as in the past. We have a number of current employees who hold equity in our company or whose equity awards are or will become substantially vested one hundred and eighty (180) days following the completion of the Business Combination. As a result, it may be difficult for us to continue to retain and motivate these employees, and the value of their holdings could affect their decisions about whether or not they continue to work for us. Our ability to attract, retain, and motivate employees may be adversely affected by declines in our stock price. If we issue significant equity to attract employees or to retain our existing employees, we would incur substantial additional stock-based compensation expense and the ownership of our existing stockholders would be further diluted.

In response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its impact on our business, in March 2020, we took measures to reduce our workforce. This has led to increased attrition and could lead to reduced employee morale and productivity and problems retaining existing and recruiting future employees, which could have a material adverse impact on our business, results of operations, and financial condition.

We may face increased personnel costs or labor shortages that could slow our growth and adversely affect our business, results of operations and financial condition.

Personnel costs are a primary component of our operating expenses. If we face labor shortages or increased personnel costs because of increased competition for employees, higher employee turnover rates, increases in the federally-mandated or state-mandated minimum wage, changes in exempt and non-exempt status, or other employee benefits costs (including costs associated with health insurance coverage or workers’ compensation insurance), our operating expenses could increase and our growth could be adversely affected.

We have a substantial number of employees who are paid wage rates near, at or based on the applicable federal or state minimum wage, and increases in the applicable minimum wage will increase our personnel costs. From time to time, legislative proposals are made to increase the minimum wage at the federal or state level. As federal, state or other applicable minimum wage rates increase, we may be required to increase not only the wage rates of minimum wage employees, but also the wages paid to our other hourly employees.

TABLE OF CONTENTS

It may not be possible to increase prices in order to pass future increased personnel costs on to homeowners and/or guests, in which case our margins would be negatively affected. Even if we are able to increase prices to cover increased personnel costs, however, the higher prices could result in lower revenues, which may also reduce margins.

Furthermore, as discussed elsewhere in this “Risk Factors” section, the successful operation of our business depends upon our ability to attract, retain and motivate a sufficient number of qualified management and other employees. Competition for qualified employees and executive-level employees is intense in our industry, and we may face shortages of skilled labor from time to time in the markets in which we operate. For example, we are currently facing an industry-wide shortage in available housekeeping and field labor, and we expect this shortage to continue in the near future. Furthermore, inability to adequately staff can be particularly challenging during peak season in certain markets, when we are required to hire a large number of seasonal workers in order to scale our local operations networks. Shortages of skilled labor may make it increasingly difficult and expensive to attract, train and retain the services of a sufficient number of qualified employees, which could adversely affect homeowner and guest satisfaction and impair our ability to attract new homeowners and guests and retain our relationships with our existing homeowners and guests. Furthermore, competition for qualified employees, particularly in markets where such shortages exist, could require us to pay higher wages, which could result in higher personnel costs. Certain Canadian employees of one of our Canadian subsidiaries are under collective bargaining agreements which regulate certain aspects of our employment terms, including compensation, for such individuals. Although none of our U.S. employees are currently covered under collective bargaining agreements, we cannot guarantee that our U.S. employees will not elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could increase our costs and adversely affect our business, financial condition and results of operations.

In addition, we are subject to a number of other federal, state, local, and foreign laws regulating employment and employee working conditions, including employment dispute and employee bargaining processes, collective and representative actions, and other employment compliance requirements. Compliance with these regulations is costly and requires significant resources, and we may suffer losses from or incur significant costs to defend claims alleging non-compliance with these regulations. In addition, immigration reform continues to attract significant attention in the public arena and the U.S. Congress. If new immigration legislation is enacted, such laws may contain provisions that could increase our costs in recruiting, training and retaining employees.

Maintaining and enhancing our brand and reputation is critical to our growth, and negative publicity could damage our brand and thereby harm our ability to compete effectively, and could materially adversely affect our business, results of operations, and financial condition.

Our brand and our reputation are two of our most important assets. Maintaining and enhancing our brand and reputation is critical to our ability to attract homeowners, guests, and employees, to compete effectively, to maintain relationships with our distribution partners, to preserve and deepen the engagement of our existing homeowners, guests, and employees, to maintain and improve our standing in the communities where our homeowners operate (including our standing with community leaders and regulatory bodies), and to mitigate legislative or regulatory scrutiny, litigation, and government investigations. As our brand grows, we expect to depend more heavily on the perceptions of homeowners and guests who use our platform and our services to help make word-of-mouth recommendations that contribute to our growth.

Any incident, whether actual or rumored to have occurred, involving the safety or security of vacation rental homes, homeowners, guests, or other members of the public, fraudulent transactions, or incidents that are mistakenly attributed to Vacasa, and any media coverage resulting therefrom, could create a negative public perception of our platform, which would adversely impact our ability to attract homeowners and guests. In addition, when homeowners cancel reservations or if we fail to provide timely refunds to guests in connection with cancellations, guest perception of the value of our platform is adversely impacted and may cause guests to not use our platform in the future. The impact of these issues may be more pronounced if we are seen to have failed to provide prompt and appropriate community support or if our platform policies are perceived to be too permissive, too restrictive, or as providing homeowners and/or guests with

TABLE OF CONTENTS

unsatisfactory resolutions. We have been the subject of media reports, social media posts, blog posts, and content in other forums that contain allegations about our business or activity on our platform that create negative publicity. As a result of these complaints and negative publicity, some homeowners have refrained from, and may in the future refrain from, listing with us, and some guests have refrained from, and may in the future refrain from, using our platform, which could materially adversely affect our business, results of operations, and financial condition.

In addition, our brand and reputation could be harmed if we fail to act responsibly or are perceived as not acting responsibly, or if we fail to comply with regulatory requirements as interpreted by certain governments or agencies thereof, in a number of other areas, such as safety and security, data security, privacy practices, provision of information about users and activities on our platform, sustainability, human rights, diversity, non-discrimination, and support for employees and local communities. Media, legislative, or government scrutiny around our company, including the perceived impact on affordable housing and over-tourism, neighborhood nuisance, privacy practices, provision of information as requested by certain governments or agencies thereof, content on our platform, business practices and strategic plans, impact of travel on the environment, and public health policies that may cause geopolitical backlash, our business partners, private companies where we have minority investments, and our practices relating to our platform, offerings, employees, competition, litigation, and response to regulatory activity, could adversely affect our brand and our reputation with our homeowners, guests, and communities. Social media compounds the potential scope of the negative publicity that could be generated and the speed with which such negative publicity may spread. Any resulting damage to our brand or reputation could materially adversely affect our business, results of operations, and financial condition.

In addition, we rely on our homeowners and guests to provide trustworthy reviews and ratings that our homeowners or guests may rely upon to help decide whether or not to book a particular listing or accept a particular booking and that we use to enforce quality standards. We rely on these reviews to further strengthen trust among members of our community. Our homeowners and guests may be less likely to rely on reviews and ratings if they believe that our review system does not generate trustworthy reviews and ratings. We have procedures in place to combat fraud or abuse of our review system, but we cannot guarantee that these procedures are or will be effective. In addition, if our homeowners and guests do not leave reliable reviews and ratings, other potential homeowners or guests may disregard those reviews and ratings, and our systems that use reviews and ratings to enforce quality standards would be less effective, which could reduce trust within our community and damage our brand and reputation, and could materially adversely affect our business, results of operations, and financial condition

Owner, guest, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine the safety or the perception of safety of our services, affect our ability to attract and retain homeowners and guests and materially adversely affect our reputation, business, results of operations, and financial condition.

While we take certain measures to reduce the risk of fraudulent or criminal activity in connection with use of our services, we do not have complete control over or the ability to predict the actions of our users and other third parties, such as neighbors or invitees, either during the guest’s stay, or otherwise, and therefore, we cannot guarantee the safety of our employees, homeowners, guests, and third parties. The actions of homeowners, guests, and other third parties have resulted and can further result in fatalities, injuries, other bodily harm, fraud, invasion of privacy, property damage, discrimination, brand and reputational damage, which have created and could continue to create potential legal or other liabilities for us. We do not verify the identity of all of our homeowners and guests nor do we verify or screen third parties who may be present during a reservation made through our platform. Our identity verification processes rely on, among other things, information provided by homeowners and guests, and our ability to validate that information and the effectiveness of third-party service providers that support our verification processes may be limited. Certain verification processes, including legacy verification processes on which we previously relied, may be less reliable than others. These processes are beneficial but are currently minimal and have limitations due to a variety of factors, including laws and regulations that prohibit or limit our ability to conduct effective background checks in some jurisdictions, the unavailability of information, and the inability of our systems to detect all suspicious activity. There can be no assurances that the measures we take will significantly reduce criminal or fraudulent activity on our platform.

TABLE OF CONTENTS

In addition, we may not adequately police the safety, suitability, location, quality, availability of recreational items or other amenities, compliance with our policies or standards, and legal compliance, such as fire code compliance or the presence of carbon monoxide detectors, of all our homeowners’ properties. We have in the past taken steps to investigate issues raised by guests and homeowners and endeavor to require our local home care staff, including maintenance and housekeeping teams, to do periodic compliance checks, but we cannot ensure that these are consistently performed. We have created policies and standards to respond to issues reported with properties, but some vacation rentals may pose heightened safety risks to individual users because those issues have not been reported to us or because our local operations team has not taken the requisite action based on our policies. We rely, in part, on reports of issues from homeowners and guests to investigate and enforce many of our policies and standards. In addition, our policies may not contemplate certain safety risks posed by rental homes or individual homeowners or guests or may not sufficiently address those risks. For example, we have been in the past, and may be in the future, subject to legal claims and potential liability relating to injuries or other damages sustained in connection with guests’ use of recreational items and other amenities on our homeowners’ properties. Though we typically seek to obtain waivers from liabilities associated with guest use of these items, homeowners do not always inform us that such items are present on their properties and, in any event, we cannot guarantee that any waiver we are able to obtain will be found to be enforceable.

We have also faced civil litigation, regulatory investigations, and inquiries involving allegations of, among other things, unsafe or unsuitable rental homes, discriminatory policies, data processing, practices or behavior on and off our platform or by homeowners, guests, and third parties, general misrepresentations regarding the safety or accuracy of offerings on our platform, and other homeowner, guest, or third-party actions that are criminal, violent, inappropriate, dangerous, or fraudulent. While we recognize that we need to continue to build trust and invest in innovations that will support trust when it comes to our policies, tools, and procedures to protect homeowners, guests, and the communities in which our homeowners operate, we may not be successful in doing so. Similarly, listings that are inaccurate, of a lower than expected quality, or that do not comply with our policies may harm guests and public perception of the quality and safety of rental homes on our platform and materially adversely affect our reputation, business, results of operations, and financial condition.

If homeowners, guests, or third parties engage in criminal activity, misconduct, fraudulent, negligent, or inappropriate conduct or use our platform as a conduit for criminal activity, consumers may not consider our platform and the listings on our platform safe, and we may receive negative media coverage, or be subject to involvement in a government investigation concerning such activity, which could adversely impact our brand and reputation, and lower the adoption rate of our platform. For example:

•

there have been shootings and other criminal or violent acts on properties booked on our platform, including as a result of unsanctioned house parties;

•

there have been undisclosed hidden cameras and claims of invasion of privacy at properties; and

•

there have been incidents of homeowners and guests engaging in criminal, fraudulent, or unsafe behavior and other misconduct while using our platform.

The methods used by perpetrators of fraud and other misconduct are complex and constantly evolving, and our trust and security measures have been, and may currently or in the future be, insufficient to detect and help prevent all fraudulent activity and other misconduct. For example, there have been incidents where guests have caused substantial property damage to listings or misrepresented the purpose of their stay and used listings for unauthorized or inappropriate conduct including parties, drug-related activities, or to perpetrate criminal activities

In addition, certain regions where we operate have higher rates of violent crime or more relaxed safety standards, which can lead to more safety and security incidents, and may adversely impact the adoption of our platform and services in those regions and elsewhere.

If criminal, inappropriate, fraudulent, or other negative incidents continue to occur due to the conduct of homeowners, guests, or third parties, our ability to attract and retain homeowners and guests would be harmed, and our business, results of operations, and financial condition would be materially adversely affected. Such incidents have prompted, and may in the future prompt, stricter regulations or regulatory inquiries

TABLE OF CONTENTS

into our platform policies and business practices. In the United States and other countries, we have seen listings being used for parties in violation of our policies which have in some cases resulted in neighborhood disruption or violence. Further, claims have been asserted against us from our homeowners, guests, and third parties for compensation due to accidents, injuries, assaults, theft, property damage, privacy and security issues, and other incidents that are caused by other homeowners, guests, or third parties while using our platform. These claims subject us to potentially significant liability and increase our operating costs and could materially adversely affect our business, results of operations, and financial condition. We have obtained third-party insurance, which is subject to certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform. Even where we do have third-party insurance, such insurance may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts. Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them. If the quantity or severity of incidents increases, our insurance rates and our financial exposure will grow, which would materially adversely affect our business, results of operations, and financial condition.

Measures that we are taking to improve the trust and safety of our platform may cause us to incur significant expenditures and may not be successful.

We have taken and continue to take measures to improve the trust and safety on our platform, combat fraudulent activities and other misconduct and improve community trust, such as implementing enhanced guest screening procedures and removing homeowners and guests who fail to comply with our policies. These measures are long-term investments in our business and the trust and safety of our community; however, some of these measures increase friction on our platform by increasing the number of steps required to list or book, which reduces homeowner and guest activity on our platform, and could materially adversely affect our business, results of operations, and financial condition. Implementing these trust and safety initiatives, which include, among other things, limited verification of homeowners and listings, restrictions on “party” houses, manual screening of high-risk reservations, restrictions on certain types of bookings, and providing rental home neighbors with the contact information for our local staff, or other initiatives, has caused and will continue to cause us to incur significant ongoing expenses and may result in fewer listings and bookings or reduced homeowner and guest retention, which could materially adversely affect our business, results of operations, and financial condition. As we operate an international platform, the timing and implementation of these measures will vary across geographic regions. We have invested and plan to continue to invest significantly in the trust and safety of our platform and services, but there can be no assurances that these measures will be successful, significantly reduce criminal or fraudulent activity on or off our platform, or be sufficient to protect our reputation in the event of such activity.

In addition, in response to the COVID-19 pandemic, we instituted a number of policies and measures to address the health and safety of guests, homeowners and employees during the COVID-19 pandemic. In particular, we launched enhanced cleaning and safety practices that are intended to help prevent transmission of COVID-19. We provide substantial additional resources and use best practices communicated by the Centers for Disease Control and other public health authorities to drive our cleaning practices. Our employees are trained and expected to follow an enhanced cleaning protocol, checklists, and other written and visual materials. To the extent our employees do not follow these protocols, in addition to potentially putting our guests and homeowners at risk, they also risk damaging our brand and reputation. We have received, and continue to receive, complaints by employees and third parties regarding lack of adherence to our safety protocols by certain employees, such as failure to wear a mask or social distance. To the extent our employees do not comply with our policies and protocols, they expose us to potential financial liability and brand risk. Additionally, homeowners and guests must also agree to follow COVID-19-related safety practices when coming into contact with our employees, such as social distancing. If prospective homeowners or guests disagree with these or any similar safety practices we may implement in the future, they may be less likely to use our platform and services. Furthermore, such policies may not be successful in preventing the transmission of COVID-19. Cases of suspected COVID-19 exposure or infection during Vacasa reservations have been reported to us. If guests or homeowners believe that booking stays or experiences on our platform poses heightened risks for contracting COVID-19 or other diseases, our reputation and business could be materially adversely affected, and it could give rise to legal claims against us.

TABLE OF CONTENTS

We rely on traffic to our platform to grow revenue, and if we are unable to drive traffic cost-effectively, it would materially adversely affect our business, results of operations, and financial condition.

We believe that increasing awareness of our brand among potential homeowners and guests is an important aspect of our efforts to increase traffic on our platform and grow our revenue. We rely on brand marketing, performance marketing and other marketing initiatives, as well as a variety of public relations and communications activities, to drive homeowner and guest acquisition and increase awareness regarding our brand. We have invested considerable resources in these efforts to date, and expect to continue to invest in sales and marketing activities and personnel as a key component of our growth strategy. Our marketing efforts are expensive and may not be cost-effective or successful. If our competitors spend increasingly more on marketing efforts or are more effective in such efforts, we may not be able to maintain and grow traffic to our platform.

A critical factor in attracting homeowners and guests to our platform is how prominently listings are displayed in response to search queries for key search terms. The success of vacation rentals and the alternative accommodation industry has led to increased costs for relevant keywords as our competitors competitively bid on our keywords. We may not be successful at our efforts to drive traffic growth cost-effectively. If we are not able to effectively increase our traffic growth without increases in spend on performance marketing, we may need to increase our performance marketing spend in the future, including in response to increased spend on performance marketing from our competitors, and our business, results of operations, and financial condition could be materially adversely affected.

The technology that powers much of our performance marketing is increasingly subject to strict regulation, and regulatory or legislative changes could adversely impact the effectiveness of our performance marketing efforts and, as a result, our business. For example, we rely on the placement and use of “cookies” — text files stored on a homeowner’s or guest’s web browser or device — to support tailored marketing to consumers. Many countries have adopted, or are in the process of adopting, regulations governing the use of cookies and similar technologies, and individuals may be required to “opt-in” to the placement of cookies used for purposes of marketing. For example, to the extent we send direct electronic marketing communications to EU/UK residents and/or place cookies on electronic devices used by EU residents within the EU, we may be subject to evolving EU privacy laws on cookies and e-marketing. In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive may be replaced by an EU Regulation, known as the ePrivacy Regulation, which will significantly increase fines for non-compliance. In the European Union, informed consent is required for the placement of certain types of cookie on a user’s device. The European General Data Protection Regulation 2016/679 (“GDPR”) also imposes conditions on obtaining valid consent. While the text of the ePrivacy Regulation is still under development, a recent European Court of Justice decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies under existing law. Regulators and consumer organizations are taking steps to enforce a strict approach to regulatory guidance, and if we are required to changes our practices this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs, and subject us to additional liabilities. Widespread adoption of regulations that significantly restrict our ability to use performance marketing technology could adversely affect our ability to market effectively to current and prospective homeowners and guests, and thus materially adversely affect our business, results of operations, and financial condition.

We focus on unpaid channels such as SEO. SEO involves developing our platform in a way that enables a search engine to rank our platform prominently for search queries for which our platform’s content may be relevant. Changes to search engine algorithms or similar actions are not within our control, and could adversely affect our search-engine rankings and traffic to our platform. We believe that our SEO results have been adversely affected by the launch of Google Travel and Google Vacation Rental Ads, which reduce the prominence of our platform in organic search results for travel-related terms and placement on Google. To the extent that our brand and platform are listed less prominently or fail to appear in search results for any reason, we would need to increase our paid marketing spend which would increase our overall customer acquisition costs and materially adversely affect our business, results of operations, and financial condition. If Google or Apple uses its own mobile operating systems or app distribution channels to favor its own or

TABLE OF CONTENTS

other preferred travel service offerings, or impose policies that effectively disallow us to continue our full product offerings in those channels, there could be an adverse effect on our ability to engage with homeowners and guests who access our platform via mobile apps or search.

Moreover, as guests increase their booking activity across multiple travel sites or compare offerings across sites, our marketing efficiency and effectiveness is adversely impacted, which could cause us to increase our sales and marketing expenditures in the future, which may not be offset by additional revenue, and could materially adversely affect our business, results of operations, and financial condition. In addition, any negative publicity or public complaints, including those that impede our ability to maintain positive brand awareness through our marketing and consumer communications efforts, could harm our reputation and lead to fewer homeowners and guests using our platform, and attempts to replace this traffic through other channels will require us to increase our sales and marketing expenditures.

If we are unable to expand our international operations and manage the risks presented by our business model internationally, our business, results of operations, and financial condition would be materially adversely affected.

We currently operate in a number of international markets and believe that expanding our international operations is a key component of our future growth strategy. Until December 31, 2020, we operated vacation rental property management services in the United States, Canada, South Africa and a number of countries in Europe and Latin America. As of the beginning of 2021 and in part as a result of the business downturn caused by COVID-19, we reduced our international operations by winding down vacation rental operations in Europe, South Africa and several countries in Central and South America. Currently, we provide vacation rental management services domestically in the United States and internationally in Canada, Belize, Mexico and Costa Rica. We also operate offices for design and technology activities in Chile and in New Zealand. As of June 30, 2021, we had approximately 331 employees outside the United States. For the year ended December 31, 2020 and the six months ended June 30, 2021, approximately 3% and 1% of our revenue, respectively, was generated from vacation rental management activities outside of the United States. As part of our growth strategy, we expect to make investments to expand our international operations in the countries that we are currently operating in. We also anticipate making selective entry into new international markets over time, primarily in Europe and the Americas.

Managing an international organization is difficult, time consuming, and expensive, and requires significant management attention and careful prioritization, and any international expansion efforts that we previously undertook were not deemed entirely successful and future undertakings could also prove unsuccessful. In addition, conducting international operations subjects us to risks, which include:

•

operational and compliance challenges caused by distance, language, and cultural differences;

•

the cost and resources required to localize our platform and services, which often requires the translation of our platform into foreign languages and adaptation for local practices and regulatory requirements;

•

unexpected, more restrictive, differing, and conflicting laws and regulations, including those laws governing Internet activities, short-term and long-term rentals (including those implemented in response to the COVID-19 pandemic), tourism, tenancy, taxes, licensing, payments processing, messaging, marketing activities, registration and/or verification of guests, ownership of intellectual property, content, data collection and privacy, security, data localization, data transfer and government access to personal information, and other activities important to our business;

•

uncertainties regarding the interpretation of national and local laws and regulations, uncertainty in the enforceability of legal rights, and uneven application of laws and regulations to businesses, in particular U.S. companies;

•

competition with companies that understand local markets better than we do, or that have a local presence and pre-existing relationships with potential homeowners and guests in those markets;

•

differing levels of social acceptance of our brand and offerings;

•

legal uncertainty regarding our liability for the listings, the services, and content provided by homeowners, guests, and other third parties;

TABLE OF CONTENTS

•

uncertain resolutions of litigation or regulatory inquiries;

•

variations in payment forms for homeowners and guests, increased operational complexity around payments, and inability to offer local payment forms like cash or country-specific digital forms of payment;

•

lack of familiarity and the burden of complying with a wide variety of U.S. and foreign laws, legal standards, and regulatory requirements, which are complex, sometimes inconsistent, and subject to unexpected changes;

•

potentially adverse tax consequences, including resulting from the complexities of foreign corporate income tax systems, value added tax (“VAT”) regimes, tax withholding rules, lodging taxes, often known as transient or occupancy taxes, hotel taxes, and other indirect taxes, tax collection or remittance obligations, and restrictions on the repatriation of earnings;

•

difficulties in managing and staffing international operations, including due to differences in legal, regulatory, and collective bargaining processes;

•

fluctuations in currency exchange rates, and in particular, decreases in the value of foreign currencies relative to the U.S. dollar;

•

regulations governing the control of local currencies and impacting the ability to collect and remit funds to homeowners in those currencies or to repatriate cash into the United States;

•

oversight by foreign government agencies whose approach to privacy or human rights may be inconsistent with that taken in other countries;

•

increased financial accounting and reporting burdens, and complexities and difficulties in implementing and maintaining adequate internal controls in an international operating environment;

•

political, social, and economic instability abroad, terrorist attacks, and security concerns in general;

•

operating in countries that are more prone to crime or have lower safety standards;

•

operating in countries that have higher risk of corruption; and

•

reduced or varied protection for our intellectual property rights in some countries.

Increased operating expenses, decreased revenue, negative publicity, negative reaction from our homeowners and guests and other stakeholders, or other adverse impacts from any of the above factors or other risks related to our international operations, including if our international expansion efforts are unsuccessful, could materially adversely affect our brand, reputation, business, results of operations, financial condition, and growth prospects.

Our failure to properly manage funds held on behalf of customers could materially adversely affect our business, results of operations, and financial condition.

When a guest books and pays for a stay on our platform, we do not recognize the amount the guest has paid until the stay occurs, at which time we recognize our commission and fees as revenue and (other than in certain locations in which the homeowner is paid upon booking) initiate the process to remit the payment to the homeowner, which occurs monthly following the stay, barring any alterations or cancellations, which may result in funds being returned to the guest. Accordingly, at any given time, we hold on behalf of our homeowners and guests a substantial amount of funds, which are generally held in bank deposit accounts and in U.S. treasury bills and recorded on our consolidated balance sheets as funds receivable and amounts held on behalf of customers. In certain jurisdictions, we are required to either safeguard customer funds in bankruptcy-remote bank accounts, or hold such funds in eligible liquid assets, as defined by the relevant regulators in such jurisdictions, equal to at least 100% of the aggregate amount held on behalf of customers. Our ability to manage and account accurately for the cash underlying our customer funds requires a high level of internal controls. As our business continues to grow and we expand our offerings and tiers, we must continue to strengthen our associated internal controls. Our success requires significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to manage the assets underlying our customer funds accurately

TABLE OF CONTENTS

could result in reputational harm, lead customers to discontinue or reduce their use of our platform and services, and result in significant penalties and fines from regulators, each of which could materially adversely affect our business, results of operations, and financial condition.

Because we recognize revenue during the guest stay and not at booking, upticks or downturns in bookings are not immediately reflected in our results of operations.

We experience a difference in timing between when a booking is made and when we recognize revenue, which is at the time of the stay. The effect of significant downturns in bookings in a particular quarter may not be fully reflected in our results of operations until future periods because of this timing in revenue recognition. In response to the COVID-19 pandemic, we began issuing future stay credits to guests who chose to cancel within our enhanced cancellation policy. Such future stay credits are recognized as a liability on our consolidated balance sheets. Alternatively, in certain instances, we may offer a refund in lieu of a future stay credit. We account for these refunds as variable consideration, which results in a reduction to revenue.

We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition.

We track certain operational metrics, including metrics such as GBV, Nights Sold and GBV per Night Sold, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools are subject to a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our platform is used across populations globally.

The calculation of GBV and Nights Sold requires the ongoing collection of data on new offerings that are added to our platform over time. Our business is complex, and the methodology used to calculate GBV and Nights Sold may require future adjustments to accurately represent the full value of new offerings.

Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operational metrics are not accurate representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to stockholder litigation, and our business, results of operations, and financial condition could be materially adversely affected.

Our efforts to create new offerings and initiatives are costly, and if we are unable to successfully pursue such offerings and initiatives, we may fail to grow, and our business, results of operations, and financial condition would be materially adversely affected.

In order to grow our business, we will need to continue to invest in the development of new offerings and initiatives that differentiate us from our competitors. Developing and delivering new offerings and initiatives increase our expenses and our organizational complexity, and we may experience difficulties in developing and implementing these new offerings and initiatives.

Our new offerings and initiatives have a high degree of risk, as they may involve significant investment and upfront cost to encourage adoption. For example, we have begun investing resources to incorporate smart home technology across our portfolio in order to improve our brand, provide peace of mind for homeowners and elevate the guest experience, and expect to continue to invest significant resources to support these efforts until integration is complete, which we expect to occur in the first half of 2022. There can be no assurance that homeowner demand for smart home technology or other offerings and initiatives we may develop or otherwise introduce from time to time will exist or be sustained at the levels that we anticipate, that we will be able to successfully manage the development and delivery of such offerings and initiatives, or

TABLE OF CONTENTS

that any of these offerings or initiatives will gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities. It is also possible that offerings developed by others will render our offerings and initiatives noncompetitive or obsolete. Further, these efforts entail investments in our systems and infrastructure, payments platform, and increased legal and regulatory compliance expenses, could distract management from our core business operations, and will divert capital and other resources from our more established offerings and geographic regions. Even if we are successful in developing new offerings and initiatives, regulatory authorities may subject us or our homeowners and guests to new rules, taxes, or restrictions or more aggressively enforce existing rules, taxes, or restrictions, that could increase our expenses or otherwise prevent us from successfully commercializing these initiatives. If we do not realize the expected benefits of our investments, we may fail to grow, and our business, results of operations, and financial condition would be materially adversely affected.

We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition.

We are subject to the risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts, and wildfires, any of which could affect our business infrastructure and the rental homes that we manage and, consequently, have a material adverse effect on our business, results of operations, and financial condition. To the extent climate change causes changes in weather patterns, our coastal destinations could experience increases in storm intensity and rising sea-levels causing damage to our homeowners’ properties and result in a reduced number of listings in these areas. Short-term, extreme weather patterns may also make it unsafe or impractical for guests, or employees or contractors providing home care services, to travel to affected locations, which may in turn result in homeowners choosing not to rent their properties during certain times and reduce the overall number of nights available. Climate change may also affect our business by increasing the cost of, or making unavailable, property insurance on terms our homeowners find acceptable in areas most vulnerable to such events, increasing operating costs for our homeowners, including the cost of water or energy, and requiring our homeowners to expend funds as they seek to repair and protect their properties in connection with such events. As a result of the foregoing and other climate-related issues, our homeowners may decide to remove their listings from our platform. If we are unable to provide vacation rentals for booking in certain areas due to climate change, we may lose both homeowners and guests, which could have a material adverse effect on our business, results of operations, and financial condition.

The coverage afforded under our insurance policies may be inadequate for the needs of our business or our third-party insurers may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations, and financial condition.

We use a combination of third-party insurance and self-insurance, to manage the exposures related to our business operations. We support our homeowner community by maintaining a variety of homeowner protection programs, including supplemental homeowner insurance. Our business, results of operations, and financial condition would be materially adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our expectations; (ii) we experience a claim in excess of our coverage limits; (iii) our insurance providers become insolvent or otherwise fail to pay on our insurance claims; (iv) we experience a claim for which coverage is not provided; or (v) the number of claims under our deductibles or self-insured retentions differs from historic averages. Our overall spend on insurance has increased as our business has grown and losses from covered claims have increased. Premiums have increased as a result, and we have experienced and expect to continue to experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions. Our costs for obtaining these policies will continue to increase as our business grows and continues to evolve. Furthermore, as our business continues to develop and diversify, we may experience difficulty in obtaining insurance coverage for new and evolving offerings and tiers, which could require us to incur greater costs and materially adversely affect our business, results of operations, and financial condition. Additionally, if we fail to comply with insurance regulatory requirements in the regions where we operate, or other regulations

TABLE OF CONTENTS

governing insurance coverage, our brand, reputation, business, results of operations, and financial condition could be materially adversely affected.

Owner Protection Insurance

In order to offset our potential exposure related to stays and experiences and to comply with certain short-term rental regulatory requirements, we have procured homeowner protection liability insurance, which is subject to certain terms, conditions, and exclusions, for claims from guests and third parties for bodily injury or property damage arising from bookings of stays through our platform. We and our homeowners are insured parties, and landlords, homeowners or condo-owners associations, and any other similar entities, are additional insured parties. Our homeowners also benefit from coverage provided through our distribution partners such as Airbnb, Vrbo and Homeaway when bookings of Vacasa rental homes are made through their platforms.

However, these insurance programs may not provide coverage for certain types of claims, including those relating to contagious diseases such as COVID-19, and may be insufficient to fully cover costs of investigation, costs of defense, and payments or judgments arising from covered claims. In addition, extensive or costly claims could lead to premium increases or difficulty securing coverage, which may result in increased financial exposure and an inability to meet insurance regulatory requirements. Increased claim frequency and severity and increased fraudulent claims could result in greater payouts, premium increases, and/or difficulty securing coverage. Further, disputes with homeowners as to whether an insurance program applies to alleged losses or damages and the increased submission of fraudulent payment requests could require significant time and financial resources.

Corporate Insurance

We procure insurance policies to cover various operations-related risks, including general business liability, workers’ compensation, cyber liability and data breaches, crime, directors’ and officers’ liability, and property insurance. We do not have sufficient coverage for certain catastrophic events, including certain business interruption losses, such as those resulting from the COVID-19 pandemic. Additionally, certain policies may not be available to us and the policies we have and obtain in the future may not be sufficient to cover all of our business exposure.

We are subject to payment-related fraud and an increase in or failure to deal effectively with fraud, fraudulent activities, fictitious transactions, or illegal transactions would materially adversely affect our business, results of operations, and financial condition.

We process a significant volume and dollar value of transactions on a daily basis. We have incurred and will continue to incur losses from claims by homeowners, fraudulent bookings and fraudulent refund requests, and these losses may be substantial. Such instances have and can lead to the reversal of payments received by us for such bookings, referred to as a “chargeback.” For the years ended December 31, 2019 and 2020, total chargeback expense was $1.1 million and $3.1 million, respectively, and for the six months ended June 30, 2020 and 2021, total chargeback expense was $1.7 million and $1.7 million, respectively. Our ability to detect and combat fraud, which has become increasingly common and sophisticated, could be adversely impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms, including mobile and other devices, and our growth in certain regions, including in regions with a history of elevated fraudulent activity. We expect that technically-knowledgeable criminals will continue to attempt to circumvent our anti-fraud systems. In addition, the payment card networks have rules around acceptable chargeback ratios. If we are unable to effectively identify fraudulent bookings on our platform, combat the use of fraudulent credit cards, or otherwise maintain or lower our current levels of charge-backs, we may be subject to fines and higher transaction fees, processors holding significant reserves against us or be unable to continue to accept card payments because payment card networks have revoked our access to their networks, any of which would materially adversely impact our business, results of operations, and financial condition.

TABLE OF CONTENTS

We rely on third-party payment service providers to process payments made by guests and certain payments made to homeowners on our platform. If these third-party payment service providers become unavailable or we are subject to increased fees, our business, results of operations, and financial condition could be materially adversely affected.

We rely on a number of third-party payment service providers, including payment card networks, banks, payment processors, and payment gateways, to link us to payment card and bank clearing networks to process payments made by our guests and to remit payments to homeowners on our platform. We have agreements with these providers, some of whom are the sole providers of their particular service.

If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted, we would need to find an alternate payment service provider, and we may not be able to secure similar terms or replace such payment service providers in an acceptable time frame. If we are forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective,

efficient, or well-received by our homeowners and guests. Any of the foregoing could cause us to incur significant losses and, in certain cases, require us to make payments to homeowners out of our funds, which could materially adversely affect our business, results of operations, and financial condition.

In addition, the software and services provided by our third-party payment service providers may fail to meet our expectations, contain errors or vulnerabilities, be compromised, or experience outages. Any of these risks could cause us reputational harm or cause us to lose our ability to accept online payments or other payment transactions or make timely payments to homeowners on our platform, which could make our platform less convenient and desirable to customers and adversely affect our ability to attract and retain homeowners and guests.

Moreover, our agreements with payment service providers may allow these companies, under certain conditions, to hold an amount of our cash as a reserve. They may be entitled to a reserve or suspension of processing services upon the occurrence of specified events, including material adverse changes in our business, results of operations, and financial condition. An imposition of a reserve or suspension of processing services by one or more of our processing companies, could have a material adverse effect on our business, results of operations, and financial condition.

If we fail to invest adequate resources into the payment processing infrastructure on our platform, or if our investment efforts are unsuccessful or unreliable, our payments activities may not function properly or keep pace with competitive offerings, which could adversely impact their usage. Further, our ability to expand our payments activities into additional countries is dependent upon the third-party providers we use to support these activities. As we expand the availability of our payments activities to additional geographic regions or begin to offer new payment methods to our homeowners and guests in the future, we may become subject to additional regulations and compliance requirements, and exposed to heightened fraud risk, which could lead to an increase in our operating expenses.

For certain payment methods, including credit and debit cards, we pay interchange and other fees, and such fees result in significant costs. Payment card network costs have increased, and may continue to increase in the future, the interchange fees and assessments that they charge for each transaction that accesses their networks, and may impose special fees or assessments on any such transaction. Our payment card processors have the right to pass any increases in interchange fees and assessments on to us. Credit card transactions result in higher fees to us than transactions made through debit cards. Any material increase in interchange fees in the United States or other geographic regions, including as a

	Page
ADDITIONAL INFORMATION		iii
TRADEMARKS		iii
INDUSTRY AND MARKET DATA		iii
SELECTED DEFINITIONS		iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ix
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TPG PACE		xi
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		1
MARKET PRICE AND DIVIDEND INFORMATION		18
RISK FACTORS		20
EXTRAORDINARY GENERAL MEETING OF TPG PACE		94
BUSINESS COMBINATION PROPOSAL		101
DOMESTICATION MERGER PROPOSAL		151
GOVERNANCE PROPOSALS		152
STOCK ISSUANCE PROPOSAL		157
ADJOURNMENT PROPOSAL		159
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		160
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF VACASA, INC.		173
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF VACASA HOLDINGS		191
INFORMATION ABOUT TPG PACE		200
TPG PACE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		209
INFORMATION ABOUT VACASA		211
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VACASA HOLDINGS		243
EXECUTIVE COMPENSATION		277
MANAGEMENT OF VACASA, INC. FOLLOWING THE BUSINESS COMBINATION		289
BENEFICIAL OWNERSHIP OF SECURITIES		296
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		301
COMPARISON OF SHAREHOLDER RIGHTS		308
DESCRIPTION OF VACASA, INC. CAPITAL STOCK		325
SECURITIES ACT RESTRICTIONS ON RESALE OF CLASS A COMMON STOCK		334
STOCKHOLDER PROPOSALS AND NOMINATIONS		335
SHAREHOLDER COMMUNICATIONS		336
LEGAL MATTERS		336
EXPERTS		336
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		336
ENFORCEABILITY OF CIVIL LIABILITY		336
TRANSFER AGENT AND REGISTRAR		337

	Page
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		338
INDEX TO FINANCIAL INFORMATION		F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-0