Item 8.01. Other Events.
Tishman Speyer Innovation Corp. II (the "Company") is filing this Amendment
No. 1 on Form 8-K/A (the "Amendment") to restate the Company's audited balance
sheet as of February 17, 2021 that had originally been filed with the U.S.
Securities and Exchange Commission ("SEC") on Form 8-K (the "Original Form 8-K")
on February 23, 2021. The audited balance sheet is being restated to reflect the
classification of all of the Company's shares of Class A common stock (the
"public shares") as temporary equity in accordance with Accounting Standards
Codification ("ASC") 480-10-S99. The Company had historically classified a
portion of the public shares as permanent equity to maintain stockholders'
equity in excess of $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. The restatement also reflects the classification of the
Company's public and private warrants (the "warrants") issued in connection with
the Company's initial public offering as derivative liabilities in accordance
with ASC 815-40. The Company had historically classified its warrants as equity
instruments. As previously disclosed, in accordance with ASC 815, the warrants
should be recorded as derivative liabilities on the balance sheet and measured
at fair value at inception (February 17, 2021) and at each reporting date in
accordance with ASC 820, Fair Value Measurement, with changes in fair value
recognized in the statement of operations in the period of change.
As previously disclosed, on December 16, 2021, the Company's management and the
Company's audit committee concluded that (i) the Company's previously issued
audited balance sheet as of February 17, 2021, which was included in the
Original Form 8-K, (ii) the Company's previously issued unaudited condensed
financial statements as of and for the three months ended March 31, 2021, which
were included in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2021, filed with the SEC on May 25, 2021, (iii) the
Company's previously issued unaudited condensed financial statements as of and
for the three and six months ended June 30, 2021, which were included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2021, filed with the SEC on August 12, 2021, and (iv) Note 2 to the Company's
previously issued unaudited condensed financial statements as of and for the
three and nine months ended September 30, 2021, which were included in the
Company's Form 10-Q for the quarterly period ended September 30, 2021, filed
with the SEC on November 1, 2021 (the "Original Form 10-Q"), respectively,
should no longer be relied upon due to the classification errors described
above. The Company restated these previously issued financial statements (other
than the Company's audited balance sheet as of February 17, 2021) in an
amendment to the Original Form 10-Q, filed with the SEC on December 20, 2021.
This Amendment does not amend, update or change any other disclosures in the
Original Form 8-K other than to reflect the restatement of the Company's audited
balance sheet as of February 17, 2021. In addition, the information contained in
this Amendment does not reflect events occurring after the filing of the
Original Form 8-K and does not modify or update the disclosures therein, except
as specifically identified above. Among other things, forward-looking statements
made in the Original Form 8-K have not been revised to reflect events, results
or developments that occurred or facts that became known to the Company after
the date of the Original Form 8-K, other than as described herein, and such
forward-looking statements should be read in conjunction with the Company's
filings with the SEC.
The Company's restated audited balance sheet as of February 17, 2021 is included
as Exhibit 99.1 to this Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Audited Balance Sheet as of February 17, 2021 (restated).
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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