TPGY TPG Pace Beneficial Finance Corp

On April 12, 2021, the Staff of the Securities and Exchange Commission (the “SEC”) released a statement (the “SEC Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. TPG Pace Beneficial Finance Corp. (the “Company,” “we” or “our”) has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity and classified certain forward purchase agreements (“FPAs”) as equity based upon the Company’s conclusion that the financial instruments to be issued in accordance with the agreements were equity classified. The Company has re-evaluated its accounting for the warrants and FPAs and in consultation with its advisors concluded that the warrants and the FPAs should be liability-classified and measured at fair value, with changes in fair value each period reported in earnings (the “Warrant Accounting”). As part of the re-evaluation referred to above and in consultation with its advisors, the Company also re-evaluated its accounting for its Class A ordinary shares, $0.0001 par value (the “Class A Shares”), and concluded that the Company’s issued and outstanding Class A Shares should be classified within temporary equity pursuant to Accounting Standards Codification (“ASC”) 480-10 rather than partially as temporary equity and partially as permanent equity (the “Temporary Equity Accounting”). In addition, the Company is evaluating certain other disclosures as part of the re-evaluation referred to above (together with the Warrant Accounting and the Temporary Equity Accounting, the “Accounting Matters”).

On May 3, 2021, the Board of Directors of the Company (the “Board”), in consultation with management of the Company and upon the recommendation of the Audit Committee of the Board, determined as a result of the Accounting Matters that the Company’s previously issued audited financial statements as of October 9, 2020, and as of and for the year ended December 31, 2020, should no longer be relied upon and, with respect to such financial statements as of and for the year ended December 31, 2020 (the “Restatement Date/Period”), should be restated.

With respect to the Warrant Accounting, the Company noted that the SEC Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration of the guidance in the SEC Statement, while the terms and quantum of the warrants and FPAs as described in the Prospectus have not changed, the Company concluded the warrants and FPAs do not meet the conditions to be classified in equity and instead, the warrants and the FPAs meet the requirement under ASC 815, under which the Company should record the warrants and the FPAs as liabilities on the Company’s balance sheet.

With respect to the Temporary Equity Accounting, the Company noted that because it is certain that its Class A Shares will be redeemed or become redeemable and no exceptions in ASC 480-10-S99-3A apply, the Class A Shares (1) must be classified within temporary equity in the Company’s financial statements and (2) are subject to the subsequent measurement guidance in ASC 480-10-S99-3A.

The Company intends to file restated financial statements as of and for the Restatement Date/Period in an amendment (the “Amended 10-K”) to its Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the SEC on March 24, 2021, reflecting revisions resulting from the Accounting Matters. The Company engaged an independent valuation expert to value the warrants and the FPAs as of October 7, 2020 and December 31, 2020, and is working diligently to file the Amended 10-K as soon as practicable. The adjustments to the financial statement items for the Restatement Date/Period will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously reported amounts. In addition, the Company is reassessing its previous conclusions regarding the effectiveness of its disclosure controls and procedures.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, KPMG LLP.