UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2630, 2021

TPG PACE SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40319	98-1574632
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

301 Commerce St., Suite 3300 Fort Worth, TX		76102
(Address of principal executive offices)		(Zip Code)

(212) 405-8458

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-~~commencements~~commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading ~~symbols~~symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		TPGS		The New York Stock Exchange

x	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On November 26 30, 2021, TPG Pace Solutions Corp., ana ~~exempted company incorporated in the~~ Cayman Islands exempted company (“TPG Pace ~~Solutions~~” ~~or the “Company”~~), ~~provided written~~convened ~~notice~~an toextraordinary ~~the~~meeting ~~New~~of ~~York~~stockholders ~~Stock Exchange~~ (the “~~NYSE~~Special Meeting”). ofAt ~~its intention to voluntarily withdraw~~ the ~~listing of~~Special ~~its~~Meeting, ~~Class~~TPG APace’s ~~ordinary~~stockholders ~~shares~~voted ~~from~~on the ~~NYSE~~proposals ~~and~~set ~~that~~forth below, ~~following~~each ~~the completion~~ of ~~its~~which ~~previously~~is ~~announced~~described in ~~business~~greater ~~combination~~detail (in the ~~“Business~~ ~~Combination”)~~definitive ~~with~~proxy ~~Vacasa~~statement/prospectus ~~Holdings LLC~~ (~~“Vacasa”~~File No. 333-258739), filed itby ~~expects~~TPG ~~the~~Pace ~~Class A~~with ~~common stock of~~ the ~~surviving~~Securities and ~~company,~~Exchange ~~Vacasa,~~Commission ~~Inc.~~on ~~(“NewCo”)~~November 10, to2021 ~~be listed on The Nasdaq Stock Market LLC~~ (the “~~Nasdaq”).~~Definitive ~~The~~Proxy ~~shares of Class A common stock of NewCo are expected to commence trading on the Nasdaq the day after the closing of the Business Combination under the symbol “VCSA.~~Statement/Prospectus”).

~~The~~There ~~Nasdaq~~were ~~listing~~38,770,000 TPG Pace ordinary shares issued and ~~NYSE~~outstanding ~~delisting~~on ~~are~~November 1, ~~subject~~2021, tothe record date (the ~~closing~~“Record of Date”) for the ~~Business~~Special ~~Combination~~Meeting. ~~and~~At the ~~fulfillment~~Special ofMeeting, ~~all~~there ~~Nasdaq~~were ~~listing~~32,876,332 ~~requirements.~~ordinary ~~The~~shares ~~closing~~present ofeither ~~the~~by ~~Business~~proxy ~~Combination~~or isonline, ~~subject~~representing toapproximately ~~the approval~~84.79% of the ~~Company’s~~total ~~shareholders~~outstanding ~~and~~TPG ~~the~~Pace ~~satisfaction~~ordinary shares as of ~~other~~the ~~customary~~Record ~~closing~~Date, ~~conditions~~which constituted a quorum.

~~Item~~A 8summary of the voting results for each proposal is set forth below.01 ~~Other~~Capitalized ~~Items~~terms used herein but not otherwise defined have the meaning set forth in the Definitive Proxy Statement/Prospectus.

OnProposal ~~November~~No. 1: ~~26,~~The ~~2021, the Company issued a press release with respect to the~~ Business Combination ~~between TPG Pace Solutions and Vacasa. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.~~Proposal

~~Additional~~The ~~Information~~Business ~~About~~Combination Agreement, dated as of July 28, 2021 (the ~~Proposed~~“Business ~~Transaction~~Combination Agreement”), by and ~~Where~~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, pursuant to ~~Find~~which Ita business combination between TPG Pace and Vacasa, Inc. will be effected (the “Business Combination”), was approved and adopted, and all transactions contemplated by the Business Combination were approved. The voting results were as follows:

This communication is being made in connection with the Business Combination involving Vacasa and TPG Pace Solutions. In connection with the proposed transaction, NewCo has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which has become effective. TPG Pace Solutions urges investors, shareholders and other interested persons to read the definitive proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about TPG Pace Solutions, Vacasa, NewCo and the business combination. Shareholders will be able to obtain a copy of the definitive proxy statement/prospectus, without charge, by directing a request to: TPG Pace Solutions, 301 Commerce St., Suite 3300, Fort Worth, TX 76102. The definitive proxy statement/prospectus, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Votes For		Votes Against		Abstentions
31,723,190		153,120		1,000,022

~~INVESTMENT~~Proposal IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREINNo. 2: ~~ANY~~The ~~REPRESENTATION~~Domestication TOMerger ~~THE CONTRARY IS A CRIMINAL OFFENSE.~~Proposal

~~Participants~~The inproposal to approve a plan of merger and approve of TPG Pace merging with and into Vacasa, Inc. (the ~~Solicitation~~“Domestication Merger”), with Vacasa, Inc. surviving the Domestication Merger was approved. The voting results were as follows:

TPG Pace Solutions, NewCo, Vacasa, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TPG Pace Solutions in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of certain of TPG Pace Solutions’ executive officers and directors in the solicitation by reading TPG Pace Solutions’ initial public offering prospectus, which was filed with the SEC on April 9, 2021, the definitive proxy statement/prospectus relating to the business combination, which was filed with the SEC on November 10, 2021, and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, is set forth in the definitive proxy statement/prospectus relating to the business combination. Shareholders, potential investors, and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. Copies of these documents may be obtained for free from the sources indicated above.

Votes For		Votes Against		Abstentions
31,723,190		153,120		1,000,022

NoGovernance ~~Offer or Solicitation~~Proposals

~~This~~Proposal ~~communication~~No. 3A: ~~does~~Change ~~not constitute an offer to sell or~~ the ~~solicitation of~~Authorized anCapital offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.Stock

NoThe ~~Assurances~~proposal that, following the consummation of the Domestication Merger, the authorized capital stock of TPG Pace will change from (i) 500,000,000 TPG Pace Class A Shares, (ii) 30,000,000 TPG Pace Class F Shares, (iii) 30,000,000 TPG Pace Class G Shares, and (iv) 5,000,000 TPG Pace preferred shares to 1,590,000,000 shares total, consisting of: (a) 1,000,000,000 shares of Vacasa Class A Common Stock, (b) 500,000,000 shares of Vacasa Class B Common Stock, (c) 30,000,000 shares of Vacasa Class F Common Stock, (d) 30,000,000 shares of Vacasa Class G Common Stock, and (e) 30,000,000 preferred shares of Vacasa, Inc. (the “Vacasa Preferred Stock”), was approved. The voting results were as follows:

There can be no assurance that the transactions described herein will be completed, nor can there be any assurance, if such transactions are completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transactions, copies of which have been filed as exhibits to the Current Report on Form 8-K filed by TPG Pace Solutions with the SEC on August 3, 2021.

Votes For		Votes Against		Abstentions
28,846,532		3,004,777		1,025,023

~~Trademarks~~Proposal No. 3B: Election Not to Be Governed by Section 203 of the DGCL

~~This~~The ~~communication~~proposal ~~contains trademarks~~that, ~~service~~upon ~~marks,~~the ~~trade~~Domestication ~~names~~Merger, ~~and~~Vacasa, Inc. ~~copyrights~~will not be governed by Section 203 of ~~Vacasa,~~the ~~TPG~~Delaware ~~Pace~~General ~~Solutions~~Corporation Law (the “DGCL”) and, ~~other~~instead, will ~~companies~~be governed by a provision in the proposed certificate of incorporation that is substantially similar to Section 203 of the DGCL, ~~which~~but ~~are~~excludes certain parties, including any person that holds equity interests in Vacasa Holdings immediately prior to the ~~property~~closing date of the transactions contemplated by the Business Combination Agreement (the “Closing”) and its direct or indirect transferees or any of their ~~respective~~affiliates ~~owners~~or successors, from the definition of “interested stockholder,” and to make certain related changes, was approved. The voting results were as follows:

Forward-Looking Statements

Votes For		Votes Against		Abstentions
31,204,443		645,764		1,026,125

~~Certain~~Proposal ~~statements made in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995~~No. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from TPG Pace Solutions’ or Vacasa’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements 3C: ~~(i)~~Selection ~~the occurrence~~ of ~~any event, change or other circumstances that could give rise to~~ the ~~termination~~Court of ~~the~~Chancery ~~definitive agreement for the business combination between TPG Pace Solutions and Vacasa (the “Business Combination Agreement”); (ii) the ability~~ of the ~~combined company to meet listing standards following the transaction and~~ inState ~~connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval~~ of ~~the~~Delaware shareholders of TPG Pace Solutions or other reasons; (iv) the failure to meet the minimum cash requirements of the Business Combination Agreement due to TPG Pace Solutions shareholders’ redemptions and one or more defaults by the investors in the private placement that is being undertaken in connection with the business combination, and failing to obtain replacement financing; (v) costs related to the proposed transaction; (vi) changes in applicable laws or regulations; (vii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (viii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (ix) the continuing or new effects of the COVID-19 pandemic on TPG Pace Solutions and Vacasa and their ability to consummate the transaction; and (x) other risks and uncertainties described herein, as ~~well~~Exclusive ~~as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by TPG Pace Solutions and NewCo.~~Forum

~~Additional~~The ~~information~~proposal ~~concerning~~that, ~~these~~among ~~and~~ other ~~factors~~things, ~~that~~upon ~~may~~the ~~impact~~Domestication ~~TPG~~Merger, ~~Pace~~the ~~Solutions’~~proposed ~~and~~certificate of incorporation will provide that unless Vacasa’s, Inc. ~~expectations~~consents ~~and~~in ~~projections~~writing ~~can~~to bethe selection ~~found~~of an alternative forum, (x) the Court of Chancery (or, in ~~TPG~~the ~~Pace~~event ~~Solutions’~~that ~~and~~the ~~NewCo’s~~Court of Chancery does not have jurisdiction, ~~periodic~~the ~~filings~~federal ~~with~~district court for the ~~SEC~~District ~~and~~of inDelaware or other state courts of the ~~definitive~~State ~~proxy~~of ~~statement/prospectus~~Delaware) ~~filed~~will ~~with~~be the ~~SEC~~sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Vacasa, Inc., (b) any action asserting a claim of breach of a fiduciary duty owed by ~~NewCo~~any current or former director, officer, employee, agent or stockholder of Vacasa, Inc. ~~TPG~~to ~~Pace~~Vacasa, Inc. or ~~Solutions~~Vacasa, Inc.’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the proposed certificate of incorporation and ~~NewCo’s~~proposed ~~SEC~~bylaws ~~filings~~or ~~are~~as ~~available~~to ~~publicly~~which the DGCL confers jurisdiction on the ~~SEC's~~Court ~~website~~of atChancery ~~www~~or (d) any action asserting a claim governed by the internal affairs doctrine, where the Court of Chancery has personal jurisdiction over the indispensable parties named as defendants; and (y) the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, was approved.~~sec.gov.~~ The voting results were as follows:

The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither TPG Pace Solutions nor Vacasa undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

Votes For		Votes Against		Abstentions
29,145,456		2,704,770		1,026,106

Proposal No. 3D: Corporate Opportunities

The proposal that, upon the Domestication Merger, the proposed certificate of incorporation will provide that 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 (each, an “Exempted Person”) (i) have no duty not to, directly or indirectly, engage in the same or similar business activities or lines of business as Vacasa, Inc. or any of its subsidiaries and (ii) in the event that any Exempted Person acquires knowledge of a potential transaction that may be a corporate opportunity for Vacasa, Inc., Vacasa, Inc. renounces any interest therein and such Exempted Person will not have any duty to communicate or present such corporate opportunity to Vacasa, Inc. or any of its subsidiaries, and will not be liable to Vacasa, Inc. or its affiliates or stockholders for breach of any duty by reason of the fact that such Exempted Person, directly or indirectly, pursues or acquires the opportunity for itself or does not present such opportunity to Vacasa, Inc., was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
28,845,449		3,004,777		1,026,106

Proposal No. 3E: Removal of Directors for Cause; Filling Vacancies

The proposal that, upon the Domestication Merger, the proposed certificate of incorporation will provide that (except with respect to directors that are elected by holders of any series of Vacasa Preferred Stock), (i) until the Sunset Date, any director or the entire Vacasa Board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class and (ii) from and after the Sunset Date, any director or the entire Vacasa Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class, was approved. The proposed certificate of incorporation further will provide that, subject to the rights of holders of Vacasa Preferred Stock and the terms of the Stockholders’ Agreement, newly created directorships or vacancies on the Vacasa Board (i) from and after the Sunset Date, by the affirmative vote of the remaining directors then in office, even if less than a quorum of the Vacasa Board and (ii) until the Sunset Date, only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class. The voting results were as follows:

Votes For		Votes Against		Abstentions
28,845,439		3,004,777		1,026,116

Proposal No. 3F: Removal of Ability to Act by Written Consent

The proposal that, subject to the Stockholders’ Agreement, the proposed certificate of incorporation will provide that, until the Sunset Date, Vacasa, Inc. stockholders may act by written consent and, following the Sunset Date, Vacasa, Inc. stockholders may not take action by written consent, was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
28,845,439		3,004,777		1,026,116

Proposal No. 3G: Vote Required to Amend Certain Provisions of Proposed Certificate of Incorporation

The proposal that, following the Sunset Date, the sections of the proposed certificate of incorporation with respect to the Vacasa Board of Directors (Article 7), Meetings of Stockholders (Article 8), DGCL 203 and Business Combinations (Article 9), Corporate Opportunities (Article 10), Indemnification (Article 12), Adoption, Amendment or Repeal of Proposed Bylaws (Article 13), Adoption, Amendment or Repeal of Proposed Certificate of Incorporation (Article 14) and Forum for Adjudication of Disputes (Article 15), can only be amended if such proposed amendment is approved by the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) or more of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class at a meeting of the stockholders called for that purpose, and prior to the Sunset Date, such provisions may be amended by the affirmative vote of the holders of fifty percent (50%) or more of the total voting power of the outstanding shares of capital stock of Vacasa, Inc. entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose, or by consent in writing, was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
28,640,100		3,210,070		1,026,162

Proposal No. 4: Stock Issuance Proposal

The 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 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, was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
31,722,096		153,130		1,001,106

Proposal No. 5: The Adjournment Proposal

The proposal to approve, by ordinary resolution, 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 Class A ordinary shares of TPG Pace 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, 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, was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions
31,530,542		345,767		1,000,023

Item 8.01.

Other Events.

On December 1, 2021, TPG Pace issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		~~Description~~Exhibit
99.1		Press ~~release~~Release dated ~~November~~December 261, 2021
104		Cover ~~Page~~page Interactive Data File (~~the cover page tags are~~ embedded within ~~the~~ Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TPG PACE SOLUTIONS CORP. By: /s/ Eduardo Tamraz Name: Eduardo Tamraz Title: President

	TPG PACE SOLUTIONS CORP.
Date: December 1, 2021	By:	/s/ Eduardo Tamraz
	Name:	Eduardo Tamraz
	Title:	President

Date: November 26, 2021

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