TISHMAN SPEYER INNOVATION CORP. II Item 1.01. Entry into a Material Definitive Agreement.
On
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (SEC File No. 333-252423) for the IPO, filed with the
• An Underwriting Agreement, dated February 11, 2021 , by and among the
Company, BofA Securities, Inc. and Allen & Company LLC , which contains
customary representations and warranties and indemnification of the
underwriters by the Company.
• A Warrant Agreement, dated February 11, 2021 , by and between the Company
and Continental Stock Transfer & Trust Company , as warrant agent, which
sets forth the expiration and exercise price of and procedure for
exercising the Warrants; certain adjustment features of the terms of
exercise; provisions relating to redemption and cashless exercise of the
Warrants; certain registration rights of the holders of Warrants;
provision for amendments; and indemnification of the warrant agent by the
Company under the agreement.
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• A Letter Agreement, dated February 11, 2021 , by and among the Company,
its executive officers, its directors and Tishman Speyer Innovation
Sponsor II, L.L.C. (the "Sponsor"), pursuant to which the Sponsor and
each officer and director of the Company has agreed to vote any shares
held by him, her or it in favor of the Company's initial business
combination; to facilitate the liquidation and winding up of the Company
if an initial business combination is not consummated within 24 months;
to certain transfer restrictions with respect to the Company's
securities; and to certain indemnification obligations of the Sponsor.
• An Investment Management Trust Agreement, dated February 11, 2021 , by and
between the Company and Continental Stock Transfer & Trust Company , as
trustee, which establishes the trust account that will hold the net
proceeds of the IPO and certain of the proceeds of the sale of the
private placement warrants, and sets forth the responsibilities of the
trustee; the procedures for withdrawal and direction of funds from the
trust account; and indemnification of the trustee by the Company under
the agreement.
• A Registration Rights Agreement, dated February 11, 2021 , by and among
the Company, the Sponsor and the other holders party thereto, which
provides for customary demand and piggy-back registration rights.
• A Private Placement Warrants Purchase Agreement, dated February 11, 2021 ,
by and between the Company and the Sponsor, pursuant to which the Sponsor
purchased 5,333,334 private placement warrants, each exercisable to
purchase one share of Class A Common Stock at $11.50 per share, at a
price of $1.50 per warrant.
• Indemnity Agreements, each dated February 11, 2021 , between the Company
and each of the officers and directors of the Company, pursuant to which
the Company has agreed to indemnify each officer and director of the
Company against certain claims that may arise in their roles as officers
and directors of the Company.
• An Administrative Services Agreement, dated February 11, 2021 , between
the Company and the Sponsor, which provides that, until the earlier of
the Company's consummation of an initial business combination or
liquidation, the Company will pay the Sponsor a total of $10,000 per
. . .
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO and the issuance and sale of the
Units, pursuant to the Private Placement Warrants Purchase Agreement, the
Company completed the private sale of an aggregate of 5,333,334 warrants (the
"Private Placement Warrants") to the Sponsor at a purchase price of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
Commencing at our first annual meeting of stockholders and at each annual meeting of stockholders thereafter, directors elected to succeed those directors whose terms expire will be elected for a term of office to expire at the second annual meeting of stockholders after their election.
On
Other than the foregoing, none of the Directors are a party to any arrangement or understanding with any person pursuant to which he or she was appointed as director, nor is any Director party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement, the Registration Rights Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Registration Rights Agreement and an Indemnity Agreement, in the form attached hereto as Exhibit 10.1, Exhibit 10.3 and Exhibit 10.5, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
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Item 8.01. Other Events.
A total of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedFebruary 11, 2021 , by and among the Company,BofA Securities, Inc. andAllen & Company LLC 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation. 3.2 Amended and Restated Certificate of Incorporation. 3.3 Bylaws. 4.1 Warrant Agreement, datedFebruary 11, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedFebruary 11, 2021 , by and among the Company, its executive officers, its directors andTishman Speyer Innovation Sponsor II, L.L.C. 10.2 Investment Management Trust Agreement, datedFebruary 11, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedFebruary 11, 2021 , by and among the Company,Tishman Speyer Innovation Sponsor II, L.L.C. and the other holders party thereto. 10.4 Private Placement Warrants Purchase Agreement, datedFebruary 11, 2021 , by and between the Company andTishman Speyer Innovation Sponsor II, L.L.C. 10.5 Form of Indemnity Agreement between the Company and each of the officers and directors of the Company. 10.6 Administrative Services Agreement, datedFebruary 11, 2021 , between the Company andTishman Speyer Innovation Sponsor II, L.L.C.
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