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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tishman Speyer Innovation Corporation II | NASDAQ:TSIB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.0601 | 8.33 | 16.09 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
85-3869337
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
Rockefeller Center
45 Rockefeller Plaza
New York, New York
|
10111
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and
one-fifth
of one redeemable warrant
|
TSIBU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock, par value $0.0001 per share
|
TSIB
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
TSIBW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
|
|
September 30,
2021 (Unaudited) |
|
|
December 31,
2020 |
|
||
|
|
|
|
|
|
|
||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 598,711 | $ | 1,975 | ||||
Prepaid expenses
|
347,228 | — | ||||||
Deferred offering costs associated with IPO
|
— | 228,025 | ||||||
|
|
|
|
|||||
Total current assets
|
945,939 | 230,000 | ||||||
Prepaid expenses,
non-current
|
125,194 | — | ||||||
Cash
and cash equivalents held in trust account
|
300,011,222 | — | ||||||
|
|
|
|
|||||
Total assets
|
$
|
301,082,355 | $ | 230,000 | ||||
|
|
|
|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ (Deficit) Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 440,982 | $ | 205,998 | ||||
Due to related party
|
74,286 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
515,268 | 205,998 | ||||||
Derivative warrant liabilities
|
10,313,438 | — | ||||||
Deferred underwriters’ discount
|
10,500,000 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
21,328,706 | 205,998 | ||||||
|
|
|
|
|||||
Commitments
and Contingencies
|
||||||||
Class A Common stock subject to possible redemption, $0.0001 par value;
30,000,000
and 0 shares at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020
|
300,000,000 | — | ||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; no shares issued
or
outstanding
|
— | — | ||||||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 7,500,000 and 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
(1)(2)
|
750 | 863 | ||||||
Additional
paid-in
capital
|
— | 24,137 | ||||||
Accumulated deficit
|
(20,247,101 | ) | (998 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit
|
(20,246,351 | ) | 24,002 | |||||
|
|
|
|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ (Deficit) Equity
|
$ | 301,082,355 | $ | 230,000 | ||||
|
|
|
|
(1)
|
On January 22, 2021, the Company effected a
2.5-for-1
1.2-for-1
|
(2)
|
At December 31, 2020, includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). The underwriters did not exercise the overallotment option, and as a result, the Sponsor forfeited 1,125,000 Founders Shares on March 28, 2021, resulting in 7,500,000 Founders Shares issued and outstanding at September 30, 2021 (see Note 6).
|
|
|
For the three months
ended
September 30,
2021
|
|
|
For the nine months
ended
September 30,
2021
|
|
||
|
|
|
|
|
|
|
||
Formation and operating costs
|
$ | 427,524 | $ | 949,475 | ||||
|
|
|
|
|||||
Loss from operations
|
(427,524 | ) | (949,475 | ) | ||||
|
|
|
|
|||||
Other income/(expense)
|
||||||||
Interest income on Trust Account
|
4,609 | 11,222 | ||||||
Change
in fair value of warrant liabilities
|
10,527,846 | 6,882,845 | ||||||
Offering
expenses allocated to warrant issuance
|
— | (521,695 | ) | |||||
|
|
|
|
|||||
Total other income
|
10,532,455 | 6,372,372 | ||||||
|
|
|
|
|||||
Net income
|
$ | 10,104,931 | $ | 5,422,897 | ||||
|
|
|
|
|||||
Weighted
average shares outstanding, basic and diluted - Class A common stock
|
30,000,000 | 24,835,165 | ||||||
|
|
|
|
|||||
Basic
and diluted net income per common share – Class A common stock
|
$ | 0.27 | $ | 0.17 | ||||
|
|
|
|
|||||
Weighted
average shares outstanding, basic and diluted - Class B common stock (1)
|
7,500,000 | 7,500,000 | ||||||
|
|
|
|
|||||
Basic and
diluted net income per common share – Class B common stock
|
$ | 0.27 | $ | 0.17 | ||||
|
|
|
|
(1)
|
On January 22, 2021, the Company effected a
2.5-for-1
1.2-for-1
|
Common Stock
|
Additional
|
Total
|
||||||||||||||||||
Class B
(1)
|
Paid-In
|
Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance as of December 31, 2020
|
|
8,625,000
|
|
$
|
863
|
|
$
|
24,137
|
|
$
|
(998
|
)
|
$
|
24,002
|
|
|||||
Forfeiture of Class B shares by Sponsor
|
(1,125,000 | ) | (113 | ) | 113 | — | — | |||||||||||||
Accretion of Class A common stock to redemption amount
|
— | — | (24,250 | ) |
(25,669,000
|
)
|
(25,693,250 |
)
|
||||||||||||
Net loss
|
—
|
—
|
— | (2,077,097 | ) |
(2,077,097
|
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2021
|
|
|
7,500,000
|
|
|
$
|
750
|
|
|
$
|
—
|
$
|
(27,747,095 |
)
|
$
|
(27,746,345 |
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
— | — | — | (2,604,937 | ) | (2,604,937 |
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of June 30, 2021
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
|
$
|
(30,352,032
|
)
|
$
|
(30,351,282
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net
income
|
— | — | — | 10,104,931 | 10,104,931 |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of September 30, 2021
|
|
7,500,000
|
|
$
|
750
|
|
$
|
—
|
|
$
|
(20,247,101
|
)
|
$
|
(20,246,351
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
On January 22, 2021, the Company effected a
2.5-for-1
1.2-for-1
|
Cash Flows from Operating Activities:
|
||||
Net
income
|
$ | 5,422,897 | ||
Adjustments to reconcile net
income
to net cash used in operating activities:
|
||||
Interest
earned on investments held in trust
|
(11,222 | ) | ||
Change in fair value of warrant liabilities
|
(6,882,845 | ) | ||
Offering costs allocated to warrants
|
521,695 | |||
Changes in current assets and current liabilities:
|
||||
Prepaid expenses
|
(472,422 | ) | ||
Accounts payable and accrued expenses
|
440,982 | |||
Due to related party
|
74,286 | |||
|
|
|||
Net cash used in operating activities
|
(906,629 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash into trust account
|
(300,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(300,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from Initial Public Offering, net of underwriters’ discount
|
294,000,000 | |||
Proceeds from issuance of Private Placement Warrants
|
8,000,000 | |||
Payments of offering costs
|
(496,635 | ) | ||
|
|
|||
Net cash provided by financing activities
|
301,503,365 | |||
Net Change in Cash
|
596,736 | |||
Cash
-
Beginning
|
1,975 | |||
|
|
|||
Cash
-
Ending
|
$ | 598,711 | ||
|
|
|||
Supplemental Disclosure of
Non-cash
Financing Activities:
|
||||
Deferred underwriters’
discount payable charged to temporary equity
|
$ | 10,500,000 | ||
|
|
As Previously
Reported
|
Revision
Adjustment
|
As Revised
|
||||||||||
Condensed Balance Sheet as of June 30, 2021
|
|
|||||||||||
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00
|
$ | 264,648,710 | $ | 35,351,290 | $ | 300,000,000 | ||||||
Stockholders’ equity
|
||||||||||||
Class A common stock - $0.0001 par value
|
354 | (354 | ) | — | ||||||||
Class B common stock - $0.0001 par value
|
750 | — | 750 | |||||||||
Additional
paid-in
capital
|
9,681,936 | (9,681,936 | ) | — | ||||||||
Accumulated deficit
|
(4,683,032 | ) | (25,669,000 | ) | (30,352,032 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit)
|
$ | 5,000,008 | $ | (35,351,290 | ) | $ | (30,351,282 | ) | ||||
|
|
|
|
|
|
|||||||
Class A shares
subject to possible redemption
|
26,464,871 | 3,535,129 | 30,000,000 | |||||||||
Condensed Statement Of Operations for the Three and Six Months Ended June 30, 2021
|
||||||||||||
Basic and diluted net income per common share – Class A common stock for the three months ended June 30, 2021
|
$ | — | $ | (0.07 | ) | $ | (0.07 | ) | ||||
Basic and diluted net income per common share – Class B common stock for the three months ended June 30, 2021
|
(0.35 | ) | 0.28 | (0.07 | ) | |||||||
Basic and diluted net loss per share for the
six
months ended June 30, 2021
|
$ | — | $ | (0.12 | ) | $ | (0.12 | ) | ||||
Basic and diluted net income per common share – Class B common stock for the six months ended June 30, 2021
|
(0.62 | ) | 0.50 | (0.12 | ) | |||||||
Condensed Statement Of Cash Flows For The Six Months Ended March 31, 202
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial value of Class A common stock subject to possible redemption, as corrected
|
|
$
|
268,490,170
|
|
|
$
|
31,509,830
|
|
|
$
|
300,000,000
|
|
Change in value of Class A common stock subject to possible redemption
|
|
$
|
(3,841,460
|
)
|
|
$
|
3,841,460
|
|
|
$
|
—
|
|
Condensed Balance Sheet as of March 31, 2021
|
|
|
|
|||||||||
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00
|
$ | 267,253,650 | $ | 32,746,350 | $ | 300,000,000 | ||||||
Stockholders’ equity
|
||||||||||||
Class A common stock - $0.0001 par value
|
327 | (327 | ) | — | ||||||||
Class B common stock - $0.0001 par value
|
750 | — | 750 | |||||||||
Additional
paid-in
capital
|
7,077,023 | (7,077,023 | ) | — | ||||||||
Accumulated deficit
|
(2,078,095 | ) | (25,669,000 | ) | (27,747,095 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit)
|
$ | 5,000,005 | $ | (32,746,350 | ) | $ | (27,746,345 | ) | ||||
|
|
|
|
|
|
|||||||
Class A shares
subject to possible redemption
|
26,725,365 | 3,274,635 | 30,000,000 | |||||||||
Condensed Statement Of Operations For The Three Months Ended March 31, 2021
|
||||||||||||
Basic and diluted net income per common share – Class A common stock for the three months ended March 31, 2021
|
$ | — | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Basic and diluted net income per common share – Class B common stock for the three months ended March 31, 2021
|
(0.28 | ) | 0.26 | (0.02 | ) | |||||||
Condensed Statement Of Cash Flows For The Three Months Ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial value of Class A common stock subject to possible redemption, as corrected
|
|
$
|
268,490,170
|
|
|
$
|
31,509,830
|
|
|
$
|
300,000,000
|
|
Change in value of Class A common stock subject to possible redemption
|
|
$
|
(1,236,520
|
)
|
|
$
|
1,236,530
|
|
|
$
|
—
|
|
Balance Sheet as of February 17, 202
1
|
|
|||||||||||
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.00
|
$ | 285,999,730 | $ | 14,000,270 | $ | 300,000,000 | ||||||
Stockholders’ equity
|
||||||||||||
Class A common stock - $0.0001 par value
|
140 | (140 | ) | — | ||||||||
Class B common stock - $0.0001 par value
|
863 | — | 863 | |||||||||
Additional
paid-in
capital
|
5,005,603 | (5,005,603 | ) | — | ||||||||
Accumulated deficit
|
(6,604 | ) | (8,994,527 | ) | (9,001,131 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit)
|
$ | 5,000,002 | $ | (14,000,270 | ) | $ | (9,000,268 | ) | ||||
|
|
|
|
|
|
|||||||
Class A shares
subject to possible redemption
|
28,599,973 | 1,400,027 | 30,000,000 | |||||||||
|
|
|
|
|
|
Gross proceeds
|
|
$
|
300,000,000
|
|
Less: Proceeds allocated to Public Warrants
|
|
|
(9,196,283
|
)
|
Less: Class A common stock issuance costs
|
|
|
(16,496,967
|
)
|
Add: Accretion of carrying value to redemption value
|
|
|
25,693,250
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
$
|
300,000,000
|
|
|
|
|
|
|
For the three
months ended September 30, 2021 |
|
|
For the nine
months ended September 30, 2021 |
|
||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
||||
Basic and diluted net income per share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$ | 8,083,945 | $ | 2,020,986 | $ | 4,165,080 | $ | 1,257,814 | ||||||||
Denominator
|
||||||||||||||||
Weighted-average shares outstanding
|
30,000,000 | 7,500,000 | 24,835,165 | 7,500,000 | ||||||||||||
Basic and diluted net income per share
|
$ | 0.27 | $ | 0.27 | $ | 0.17 | $ | 0.17 |
|
•
|
|
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the
30-trading
day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock;
|
• |
if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the
30-trading
day period ending three trading days before the notice of redemption is sent to the warrant holders; and
|
• |
if the closing price of Class A common stock for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
September 30, 2021
|
||||||||||||||||
Carrying
Value |
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash and Cash equivalents held in Trust Account
|
$ | 300,011,222 | $ | 300,011,222 | $ | — | $ | — | ||||||||
Liabilities:
|
||||||||||||||||
Warrant liabilities
|
$ | 10,313,438 | $ | 5,040,000 | $ | — | $ | 5,273,438 |
September 30,
2021 |
||||
Stock price
|
$ | 9.80 | ||
Strike price
|
$ | 11.5 | ||
Term (in years)
|
5.48 | |||
Volatility
|
17.1 | % | ||
Risk-free rate
|
1.06 | % | ||
Dividend yield
|
0.0 | % |
Derivative
warrant liabilities |
||||
Fair value at January 1, 2021
|
$ | — | ||
Initial value at IPO date
|
17,509,557 | |||
Change in fair value
|
(4,616,719 | ) | ||
Transfer of Public warrants from Level 3 to Level 1
|
(7,619,400 | ) | ||
Fair Value at September 30, 2021
|
$ | 5,273,438 |
TISHMAN SPEYER INNOVATION CORP. II
|
||||||||
By: |
/s/
|
|||||||
Name: | Paul A. Galiano | |||||||
Dated: November 1, 2021 | Title: |
Chief Operating Officer,
Chief Financial Officer and Director
(Principal Accounting Officer)
|
1 Year Tishman Speyer Innovatio... Chart |
1 Month Tishman Speyer Innovatio... Chart |
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