TISHMAN SPEYER INNOVATION CORP. II Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the special meeting of the stockholders of
The Company filed the amendment to the Charter with the Secretary of State of
the
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
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
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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
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
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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