YTPG / TPG Pace Beneficial II Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2313551d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40328 TPG PACE BENEFICIAL II CORP.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 28, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 TPG PACE BENEFICIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2023 TPG PACE BENEFICIAL II CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40328 98-1574707 (State or Other Jurisdiction of Incorporation) (Commi

YTPG / TPG Pace Beneficial II Corp. / GUGGENHEIM CAPITAL LLC Passive Investment

SC 13G/A 1 guggenheim-ytpg123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPG Pace Beneficial II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G89826104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40328 TPG PACE BENEFI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 TPG PACE BENEFICIAL II CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40328 98-1574707 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40328 TPG PACE BENEFI

YTPG / TPG Pace Beneficial II Corp. / GUGGENHEIM CAPITAL LLC Passive Investment

SC 13G 1 guggenheim-ytpg123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TPG Pace Beneficial II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G89826104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statem

YTPG / TPG Pace Beneficial II Corp. / TPG Pace Beneficial II Sponsor, Series LLC - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TPG Pace Beneficial II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Titles of Class of Securities) G89826104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2021 TPG PACE BENEFICIAL II CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40328 98-1574707 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40328 TPG PACE BENEFICIAL II CORP.

Engagement Letter between the Registrant and TPG Capital BD, LLC

Exhibit 10.8 EXECUTION VERSION CONFIDENTIAL April 13, 2021 TPG Pace Beneficial II Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Attention: Eduardo Tamraz, Secretary Re: Engagement of Services Dear Eduardo Tamraz: This will confirm the basis upon which TPG Pace Beneficial II Corp. (?Client?) has engaged TPG Capital BD, LLC (?TPG Capital BD?) to provide independent financial consulting ser

TPG PACE BENEFICIAL II CORP.

Exhibit 99.1 TPG PACE BENEFICIAL II CORP. Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Balance Sheet F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors TPG Pace Beneficial II Corp.: Opinion on the Financial Statement We have audited the accompanying balance sheet of TPG Pace Beneficia

Financial Statements and Exhibits, Other Events

8-K 1 tm213172d188k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2021 TPG PACE BENEFICIAL II CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40328 98-1574707 (State or other

Financial Statements and Exhibits, Other Events

8-K 1 tm213172d178k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 TPG PACE BENEFICIAL II CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40328 98-1574707 (State or other

Form of Indemnity Agreements, dated April 16, 2021, between the Company and each of its officers and directors (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 10.5 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 16, 2021. Between: (1) TPG PACE BENEFICIAL II CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at P.O. Box 309, Ugland House, KYI-1104, Grand Cayman, Cayman Islands (the ?Company?); and (2) [?] (?Indemnitee?). Whereas: (A) Highly comp

Administrative Services Agreement, dated April 13, 2021 between the Company and TPG Global, LLC (incorporated herein by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 10.3 EXECUTION VERSION TPG Pace Beneficial II Corp. 301 Commerce St. Suite 3300 Fort Worth, TX 76102 April 13, 2021 TPG Global LLC 301 Commerce St. Suite 3300 Fort Worth, TX 76102 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the shares of TPG Pace Beneficial II Corp. (the ?Company?) are first listed on the New York Sto

TPG Pace Beneficial II Corp. Announces Pricing of $350,000,000 Initial Public Offering

Exhibit 99.1 TPG Pace Beneficial II Corp. Announces Pricing of $350,000,000 Initial Public Offering SAN FRANCISCO AND FORT WORTH, Texas, April 13, 2021 ? TPG Pace Beneficial II Corp. (the ?Company?), a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganizat

Registration Rights Agreement, dated April 16, 2021, among the Company, the Sponsor and certain security holders (incorporated herein by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 16, 2021, is made and entered into by and among TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability company (the ?Sponsor?) and the undersigned parties l

Investment Management Trust Agreement, dated April 16, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 10.1 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 16, 2021, by and between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement

Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPG Pace BENEFICIAL II Corp. (ADOPTED BY SPECIAL RESOLUTION DATED 12 APRIL 2021 AND EFFECTIVE ON 13 APRIL 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TPG P

TPG Pace Beneficial II Corp. Completes Initial Public Offering

Exhibit 99.2 TPG Pace Beneficial II Corp. Completes Initial Public Offering SAN FRANCISCO, CA AND FORT WORTH, TX, April 16, 2021 ? TPG Pace Beneficial II Corp. (the ?Company?), a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

Form of Letter Agreements, dated April 16, 2021, between the Company and each of its officers and directors, and the Sponsor (incorporated herein by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed by the Company on April 16, 2021 (File No. 001-40328)).

Exhibit 10.4 EXECUTION VERSION April 16, 2021 TPG Pace Beneficial II Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among TPG Pace Beneficial II Corp., a Cayman

$350,000,000 TPG Pace Beneficial II Corp. 35,000,000 Class A Ordinary Shares

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-254008? PROSPECTUS $350,000,000 TPG Pace Beneficial II Corp. 35,000,000 Class A Ordinary Shares ? TPG Pace Beneficial II Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganizatio

- 8-A12B

8-A12B 1 tm213172d108a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TPG PACE BENEFICIAL II CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574707 (State or other jurisdiction of Incorporation or Organiza

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CORRESP 1 filename1.htm Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 April 9, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: TPG Benef

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CORRESP 1 filename1.htm TPG Pace Beneficial II Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 April 9, 2021 VIA EDGAR Mr. Ruairi Regan Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TPG Pace Beneficial II Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333

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CORRESP 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 1, 2021 VIA EDGAR TRANSMISSION Mr. Ruairi Regan Office of Real Estate & Construction Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Re: TPG Pace Beneficial II Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed

- S-1/A

S-1/A 1 tm213172-12s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 1, 2021. Registration No. 333-254008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TPG Pace Beneficial II Corp. (Exact name of registrant as specified in its charter) Cayma

Power of Attorney (included on signature page of this Registration Statement).*

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 25, 2021. Registration No. 333-254008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TPG Pace Beneficial II Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or Other Jurisd

767 Fifth Avenue

CORRESP 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax March 25, 2021 VIA EDGAR TRANSMISSION Mr. Ruairi Regan Office of Real Estate & Construction Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Re: TPG Pace Beneficial II Corp. Registration Statement on Form S-1 Filed March 8, 2021 File

Form of Promissory Note, dated   , 2021, issued to TPG Pace Beneficial II Sponsor, Series LLC.*

EX-10.1 10 tm213172d6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

Form of Letter Agreement among the Registrant and its officers and directors and TPG Pace Beneficial II Sponsor, Series LLC.*

Exhibit 10.2 [?], 2021 TPG Pace Beneficial II Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among TPG Pace Beneficial II Corp., a Cayman Islands exempted compa

Certificate of Incorporation on Change of Name.*

EX-3.2 4 tm213172d6ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 MC-369764 Certificate ofIncorporation on Change of Name I DO HEREBY CERTIFY that TPG Pace VI Holdings Corp. having by Special resolution dated 13th day of January Two Thousand Twenty-One changed its name, is now incorporated under name of TPG Pace Beneficial II Corp. Given under my hand and Seal at George Town in the Island of Grand Cayman this

Certificate of Incorporation.*

Exhibit 3.1 MC-369764 I, JOY A. RANKINE Certificate Of Incorporation Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by TPG Pace VI Holdings Corp. an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 4th d

Form of Third Amended and Restated Memorandum and Articles of Association.

Exhibit 3.5 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPG Pace BENEFICIAL II Corp. (ADOPTED BY SPECIAL RESOLUTION PASSED ON [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TPG Pace Beneficial II Corp. (ADOPTED

Second Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.4 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPG PACE BENEFICIAL II CORP. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 18 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TPG PACE BENEFICIAL II CORP. (AD

Form of Forward Purchase Agreement, dated as of March 18, 2021, between the Company and an affiliate of TPG Global, LLC (incorporated herein by reference to Exhibit 10.9 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on March 19, 2021 (File No. 333-254008)).

Exhibit 10.9 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of March 18, 2021, between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), TPG Holdings III, L.P. (the ?Purchaser?), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (?TPG?) and TPG P

Form of Indemnity Agreement.*

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021. Between: (1) TPG PACE BENEFICIAL II CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at P.O. Box 309, Ugland House, KYI-1104, Grand Cayman, Cayman Islands (the ?Company?); and (2) [?] (?Indemnitee?). Whereas: (A) Highly competent persons have beco

Form of Engagement Letter between the Registrant and TPG Capital BD, LLC.

Exhibit 10.11 CONFIDENTIAL [?], 2021 TPG Pace Beneficial II Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Attention: Eduardo Tamraz, Secretary Re: Engagement of Services Dear Eduardo Tamraz: This will confirm the basis upon which TPG Pace Beneficial II Corp. (?Client?) has engaged TPG Capital BD, LLC (?TPG Capital BD?) to provide independent financial consulting services, consisting of a

Form of Private Placement Shares Purchase Agreement between the Registrant and TPG Pace Beneficial II Sponsor, Series LLC.*

Exhibit 10.6 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability company (th

Form of Administrative Services Agreement between the Registrant and TPG Pace Beneficial II Sponsor, Series LLC.*

Exhibit 10.8 TPG Pace Beneficial II Corp. 301 Commerce St. Suite 3300 Fort Worth, TX 76102 [?], 2021 TPG Global LLC 301 Commerce St. Suite 3300 Fort Worth, TX 76102 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the shares of TPG Pace Beneficial II Corp. (the ?Company?) are first listed on the New York Stock Exchange (the ?Listi

Form of Forward Purchase Agreement between the Registrant and other third parties.*

Exhibit 10.10 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of March 18, 2021, between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), other third parties (each, a ?Purchaser?, and collectively, the ?Purchasers?) and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability c

Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.3 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPG PACE BENEFICIAL II CORP. THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TPG PACE BENEFICIAL II CORP. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 14 JANUARY 2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Registrat

Form of Registration Rights Agreement among the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the ?Company?), and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability company (the ?Sponsor?) and the undersigned parties listed under Holder on t

Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.1 filed with the Company’s Amendment No. 1 to Form S-1 filed by the Company on March 19, 2021 (File No. 333-254008)).

Exhibit 4.1 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] TPG PACE BENEFICIAL II CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF TPG PACE BENEFICIAL II CORP. (THE ?COMPANY?) transferable on the books of the Company in p

- S-1/A

? As filed with the U.S. Securities and Exchange Commission on March 18, 2021. Registration No. 333-254008? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? TPG Pace Beneficial II Corp. (Exact name of registrant as specified in its charter) ? Cayman Islands (State or Other Jurisdict

Form of Underwriting Agreement.*

Exhibit 1.1 35,000,000 Shares TPG Pace Beneficial II Corp. UNDERWRITING AGREEMENT March [?], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters Ladies and Gentlemen: TPG Pace Beneficial II Corp

Form S-1 (File No. 333-254008), originally filed with the Securities and Exchange Commission on March 8, 2021

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 8, 2021. Registration No. 333-????????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? TPG Pace Beneficial II Corp. (Exact name of registrant as specified in its charter) ? Cayman Islands (State or Other Jurisdictio

Consent of Nancy Mahon.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Consent of Anilu Vazquez-Ubarri.*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Consent of Chad Leat.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Consent of Maryanne Hancock.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Consent of Kneeland Youngblood.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Consent of Mark Fields.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by TPG Pace Beneficial II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of TPG Pace

Securities Subscription Agreement, dated January 12, 2021, between the Registrant and TPG Pace Beneficial II Sponsor, Series LLC.*

Exhibit 10.5 TPG Pace VII Holdings Corp. c/o TPG Global, LLC 301 Commerce St., Suite 3300 Fort Worth, TX 76102 TPG Pace VII Sponsor (Series S) 301 Commerce St., Suite 3300 Fort Worth, TX 76102 January 12, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement and the terms hereof (this ?Agreement?) memorializes the purchase of 20,000,000 of Class B ordinary shares (the ?Sh

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DRS 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 19, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TPG Pace Beneficial

TPG Pace VI Holdings Corp. c/o TPG Global, LLC 301 Commerce St., Suite 3300 Fort Worth, TX 76102

EX-10.5 2 filename2.htm Exhibit 10.5 TPG Pace VI Holdings Corp. c/o TPG Global, LLC 301 Commerce St., Suite 3300 Fort Worth, TX 76102 TPG Pace VI Sponsor (Series S) 301 Commerce St., Suite 3300 Fort Worth, TX 76102 January 12, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement and the terms hereof (this “Agreement”) memorializes the purchase of 20,000,000 of Class B or