UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~December~~November 1629, ~~2021~~2022

Tishman Speyer Innovation Corp. II

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware		001-40056		85-3869337
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

Delaware

~~Rockefeller Center 45 Rockefeller Plaza New York, New York 10111 Telephone:~~ (~~212)~~State ~~715-0300~~or ~~(Address~~Other Jurisdiction of ~~principal executive offices, including zip code~~Incorporation)

Registrant’s telephone number, including area code: (212) 715-0300


001-40056		85-3869337
(Commission File Number)		(I.R.S. Employer Identification No.)

Not Applicable

Rockefeller Center

45 Rockefeller Plaza

New York, New York

19111

(Address of Principal Executive Offices)

(Zip Code)

(~~Former name or former address, if changed since last report~~212) 715-0300

~~Check~~(Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~Including ~~below~~Area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Code)

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

☐

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

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

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Title of each class:	TradingSymbol(s)	Name of each exchangeon which registered:
Units, each consisting of one share of Class A common stock 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
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	TSIBW	The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

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 41.~~02.~~01 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

~~Tishman~~The ~~Speyer~~information ~~Innovation~~set ~~Corp.~~forth ~~II (the “Company”) historically classified a portion of the Company’s shares of redeemable Class A common stock (the “public shares”) as permanent equity to maintain stockholders’ equity~~ in ~~excess~~Item ~~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~~3.03 ~~In connection with the preparation~~ of ~~the~~this ~~Company’s~~Current ~~Form 10-Q for~~Report ~~the~~on ~~quarterly period ended September 30, 2021 (the “Original~~ Form 108-~~Q”),~~K ~~management re-evaluated the~~related ~~Company’s application of Accounting Standards Codification 480-10-S99 with respect~~ to ~~its accounting classification of public shares and determined that~~ the ~~public~~amendment ~~shares include redemption provisions that require classification~~ of ~~all public shares as temporary equity, regardless of~~ the ~~minimum~~Trust ~~net~~Agreement tangible asset requirement discussed above. After further consideration, management re-evaluated the impact of the reclassification of a portion of the public shares on the Company’s previously issued financial statements and, in consultation with the audit committee of the Company’s board of directors (~~the~~as ~~“Audit~~defined ~~Committee”~~below), ~~concluded that the reclassification~~ is ~~material~~incorporated ~~with~~herein ~~respect~~by ~~to certain of the Company’s previously issued financial statements, as further described below~~reference.

OnItem December 16, 2021, the Company’s management and the Audit Committee concluded that (i) the Company’s previously issued audited balance sheet as of February 17, 2021, which was previously revised in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2021, (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 Original Form 10-Q, respectively, should no longer be relied upon due to the classification error described above3.03 ~~Accordingly,~~Material ~~the~~Modification ~~Company will restate certain of its previously issued financial statements in its future filings with the SEC, including in an amendment~~ to ~~the~~Rights Original Form 10-Q (the “Form 10-Q/A”). In connection with the restatement, the Company expects to also correct its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ~~shares.~~Security ~~The restatement is expected to have no impact on the Company’s liquidity or cash position~~Holders.

The ~~Company’s~~information ~~management~~set ~~has~~forth ~~concluded that~~ in ~~light~~Item of the classification error described above, a material weakness existed in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective8.01 ~~The~~of ~~material~~this ~~weakness~~Current ~~and~~Report ~~the~~on ~~Company’s~~Form ~~remediation~~8-K ~~plan~~is ~~with~~incorporated ~~respect~~herein toby ~~such material weakness will be described in more detail in the Form 10-Q/A~~reference.

~~The~~At ~~Audit~~the ~~Committee~~special ~~and~~meeting ~~management~~of ~~have discussed~~ the ~~matters~~stockholders ~~disclosed~~of inTishman ~~this~~Speyer ~~Item~~Innovation 4Corp.02 II (athe “Company”) ~~with~~held ~~WithumSmith+Brown~~on November 29, PC2022 (the “Special Meeting”), stockholders of the Company (the “Stockholders”) approved (i) the amendment to the Company’s ~~independent~~amended ~~registered~~and restated certificate of incorporation (the “Charter”) to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from February 17, 2023 (the “Original Termination Date”) to November 30, 2022 (the “Amended Termination Date”); (ii) the amendment to the Charter to eliminate from the Charter the limitation that the Company may not redeem shares of its Class A common stock (the “Class A Common Stock”) sold in the Company’s initial public ~~accounting~~offering ~~firm.~~(the “IPO”) to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the “Redemption Limitation”), in order to allow the Company to redeem such shares irrespective of the Redemption Limitation; and (iii) the amendment to the Investment Management Trust Agreement, dated February 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”) (the “Trust Agreement”), to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO to the Amended Termination Date.

The Company filed the amendment to the Charter with the Secretary of State of the State of Delaware on November 29, 2022. The foregoing descriptions of the amendment to the Charter and the amendment to the Trust Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, a total of 28,419,890 (75.79%) of the Company’s issued and outstanding common stock (the “Common Stock”) held of record at the close of business on November 7, 2022, the record date for the Special Meeting, were represented by proxy, which constituted a quorum. The Stockholders voted on the following proposals (collectively, the “Proposals”) at the Special Meeting, which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2022 (as supplemented from time to time, the “Proxy Statement”).

Proposal No. 1 - to adopt an amendment to the Charter as set forth in paragraphs 4 and 6 of Annex A attached to the Proxy Statement to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from the Original Termination Date to the Amended Termination Date.


For	Against	Abstain	Broker Non-Votes
28,318,873	100,313	704	N/A

Proposal No. 2 - to adopt an amendment to the Charter as set forth in paragraphs 5, 7, 8 and 9 of Annex A attached to the Proxy Statement to eliminate from the Charter the limitation that the Company may not redeem shares of its Class A Common Stock sold in the IPO to the extent that such redemption would result in the Company having net tangible assets (as defined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of less than $5,000,001 in order to allow the Company to redeem such shares irrespective of the Redemption Limitation.

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For	Against	Abstain	Broker Non-Votes
28,318,772	100,364	754	N/A

Proposal No. 3 - to amend the Trust Agreement in the form set forth in Annex B attached to the Proxy Statement to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO to the Amended Termination Date.


For	Against	Abstain	Broker Non-Votes
28,318,822	101,066	2	N/A

As there were sufficient votes to approve the Proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.

Item 8.01

Other Events.

Since the Proposals were approved, and because the Company will not be able to complete an initial business combination by the Amended Termination Date, the Company will be obligated to redeem all issued and outstanding Class A Common Stock issued in the IPO as promptly as reasonably possible but no more than ten business days after the Amended Termination Date (the “Mandatory Redemption”) and the Company’s warrants will expire worthless. The Company expects to complete the Mandatory Redemption on or around December 2, 2022, at a per-share redemption price of approximately $10.00.

The Company expects that the last day of trading of the Company’s Class A Common Stock on the Nasdaq Capital Market (“Nasdaq”) will be November 30, 2022, following which the Company expects that Nasdaq will file a Form 25 with the SEC to delist its securities on or about December 1, 2022. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description of Exhibit

3.1		Amendment to the Company’s Amended and Restated Certificate of Incorporation

10.1		Amendment to the Investment Management Trust Agreement, dated February 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company.

104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

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SIGNATURE

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

TISHMAN SPEYER INNOVATION CORP. II By: /s/ Paul A. Galiano Name: Paul A. Galiano Title: Chief Operating Officer, Chief Financial Officer and Director

~~Date: December 16, 2021~~ -4-

TISHMAN SPEYER INNOVATION CORP. II

/s/ Paul A. Galiano

Date: November 29, 2022

Paul A. Galiano

Chief Operating Officer,
Chief Financial Officer and Director

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