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.