ANNUAL 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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
2 | ||||
3 | ||||
13 | ||||
43 | ||||
44 | ||||
45 | ||||
46 | ||||
47 | ||||
48 | ||||
51 | ||||
52 | ||||
71 | ||||
71 | ||||
71 | ||||
72 | ||||
78 | ||||
79 | ||||
81 | ||||
83 | ||||
84 | ||||
87 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete an initial business combination; |
• | our expectations around the performance of a prospective target; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our Business Combination, which will contain substantially the same financial and other information about the Business Combination and the redemption rights as is required pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. |
ITEM 1A. |
RISK FACTORS. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our directors and officers may have interests in our initial business combination different from the interests of our stockholders. |
• | We will incur transaction costs in connection with our initial business combination. |
• | Our ability to consummate our initial business combination, and the operations of the post-combination company following our initial business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic. |
• | Certain requirements and terms of the IPO and our securities may make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure. |
• | If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share. |
• | You will not have any rights or interests in funds from the trust account, except under certain circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. |
• | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
• | Past performance by our management team on whom we are dependent, may not be indicative of future performance of an investment in us or the returns we will, or are likely to, generate going forward. |
• | Management’s flexibility in identifying and selecting a prospective acquisition target, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders. |
• | Our initial stockholders hold a substantial interest in our common stock. As a result, they will exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. |
• | Our issuance of additional shares of Class A common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price. |
• | Holders of warrants will not participate in liquidating distributions if we do not complete an initial business combination within the required time period, and the warrants will expire worthless. |
• | We are not registering the Class A common stock issuable upon exercise of warrants under the Securities Act at this time, and a registration may not be in place when you desire to exercise warrants, thus precluding you from being able to exercise your warrants except on a “cashless basis” and potentially causing your warrants to expire worthless. |
• | We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders. |
• | Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market following the closing of the Business Combination could cause the market price for our common stock to decline. |
• | We do not intend to pay dividends on our Class A common stock for the foreseeable future. |
• | We may seek business combination opportunities in industries outside of the Proptech space, which may or may not be outside of our management’s area of expertise. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | adverse changes in international, national, regional or local economic, demographic and market conditions, such as the conflict between Russia and Ukraine, as well as global health crises, such as the COVID-19 pandemic, all of which may materially adversely affect market demand and pricing; |
• | adverse changes in financial conditions of buyers, sellers and tenants of properties, which could adversely affect demand for our products and services; |
• | competition from other companies and businesses that service the real estate industry by providing real estate adjacent technologies and solutions, including Proptech businesses; |
• | the ability to develop successful new products or improve existing ones; |
• | the disruption or failure of our networks, systems, platform or technology that frustrate or thwart our users’ ability to access our products and services, which may cause our users, advertisers, and partners to cut back on or stop using our products and services altogether, which could harm our business; |
• | an inability to deal with our or customers’ privacy concerns; |
• | mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products, which could harm our business and reputation; |
• | fluctuations in interest rates, which could adversely affect the ability of buyers, developers, investors and tenants of properties to obtain financing on favorable terms or at all; |
• | rapid change, increasing consumer expectations and growth; |
• | litigation and other legal proceedings, including related to licenses or enforcement of intellectual property rights on which our business may depend; |
• | the ability to attract and retain highly skilled employees; |
• | environmental risks; and |
• | civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts of war or terrorism, which may result in uninsured losses. |
• | may significantly dilute the equity interest of investors in this offering; |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
• | conditions that impact demand for our products and/or services; |
• | future announcements concerning our business, our clients’ businesses or our competitors’ businesses; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | the market’s reaction to our reduced disclosure and other requirements as a result of being an |
• | “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”); |
• | the size of our public float; |
• | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
• | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | changes in laws or regulations which adversely affect our industry or us; |
• | privacy and data protection laws, privacy or data breaches, or the loss of data; |
• | changes in accounting standards, policies, guidance, interpretations or principles; |
• | changes in senior management or key personnel; |
• | issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
• | changes in our dividend policy; |
• | adverse resolution of new or pending litigation against us; and |
• | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
53 |
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54 |
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55 |
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56 |
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57 |
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58 |
December 31, 2021 |
December 31, 2020 |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Deferred offering costs |
— | |||||||
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|
|||||
Total current assets |
||||||||
Prepaid expenses, non-current |
— | |||||||
Invest held in trust accountment s |
— | |||||||
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Total assets |
$ | $ | ||||||
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|||||
Total Liabilities, Redeemable Common Stock and Stockholders’ (Deficit) Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
||||||||
Due to related party |
— | |||||||
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Total current liabilities |
||||||||
Deferred underwriters’ discount |
— | |||||||
Derivative warrant liabilities |
— | |||||||
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Total liabilities |
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Commitments and Contingencies (see Note 6) |
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Class A common stock subject to possible redemption, $ |
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Stockholders’ (deficit) equity: |
||||||||
Preferred stock, $ or outstanding |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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|
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|
|||||
Total stockholders’ (deficit) equity |
( |
) | ||||||
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|||||
Total Liabilities, Redeemable Common Stock and Stockholders’ (Deficit) Equity |
$ | $ | ||||||
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|
Year end ed December 31, 2021 |
For the period from November 12, 2020 (inception) to December 31, 2020 |
|||||||
Formation and operating costs |
$ | $ | ||||||
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|
|||||
Loss from operations |
( |
) | ( |
) | ||||
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|
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|||||
Other income/(expense) |
||||||||
Interest income on i nvestment s held i n |
||||||||
Change in fair value of warrant liabilities |
||||||||
Transaction costs allocated to warrant liabilities |
( |
) | ||||||
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|||||
Total other income |
||||||||
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|||||
Net income (loss) |
$ | $ | ( |
) | ||||
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|||||
Weighted average shares outstanding, basic and diluted—Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per common stock – Class A common stock |
$ | $ | ||||||
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|
|||||
Weighted average shares outstanding, basic and diluted—Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per common stock – Class B common stock |
$ | $ | ( |
) | ||||
|
|
|
|
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ (Deficit) Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of November 12, 2020 (inception) |
$ |
$ |
— |
$ |
— |
$ |
— |
|||||||||||||
Class B common stock issued |
— |
|||||||||||||||||||
Net loss |
— |
— |
— |
( |
) | ( |
) | |||||||||||||
|
|
|
|
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|
|||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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|
|
|
|
|
|||||||||||
Forfeiture of Class B shares by Sponsor |
( |
) | — | — | ||||||||||||||||
Accretion of Class A common stock to redemption amount |
— |
— |
( |
) | ( |
) | ||||||||||||||
Net income |
— |
— |
— |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
|
|
|
|
|
|
|
|
|
|
Year End December 31, 2021 |
For the period from November 12, 2020 (inception) to December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Interest earned on investments held in T rust A ccount |
( |
) | ||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Transaction costs allocated to warrant liabilities |
||||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
||||||||
Due to related party |
||||||||
Net cash used in operating activities |
( |
) | ||||||
Cash Flows from Investing Activities: |
||||||||
Investment in trust account |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ||||||
Cash flows from Financing Activities: |
||||||||
Proceeds from issuance of founder’s shares |
||||||||
Proceeds from Initial Public Offering, net of underwriters’ discount |
||||||||
Proceeds from issuance of private placement warrants |
||||||||
Payments of offering costs |
( |
) | ( |
) | ||||
Net cash provided by financing activities |
||||||||
Net change in cash |
||||||||
Cash, beginning of the period |
||||||||
Cash, end of the period |
$ | $ | ||||||
Supplemental Disclosure of Non-cash Financing Activities: |
||||||||
Deferred offering costs included in accounts payable and accrued expenses |
$ | $ | ||||||
Deferred underwriters’ discount payable charged to temporary equity |
$ | $ | ||||||
Gross proceeds |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Less: Class A common stock issuance costs |
( |
) | ||
Add: Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption |
$ | |||
For the year ended December 31, 2021 |
For the period from November 12, 2020 (inception) to December 31, 2020 |
|||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income(loss) per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator: |
||||||||||||||||
Weighted-average shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per share |
$ | $ | $ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last sales price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ |
• | if the closing price of Class A common stock for any |
• | 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. |
December 31, 2021 |
||||||||||||||||
Carrying Value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account |
$ | $ | $ | — | $ | — | ||||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities |
$ | $ | $ | — | $ |
December 31, 2021 |
||||
Stock price |
$ | |
||
Strike price |
$ | |||
Term (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% |
Derivative warrant liabilities |
||||
Fair value at January 1, 2021 |
$ | |||
Initial value at IPO date |
||||
Change in fair value |
( |
) | ||
Transfer of Public warrants from Level 3 to Level 1 |
( |
) | ||
Fair Value at December 31, 2021 |
$ |
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax asset |
||||||||
Organizational costs/Start-up costs |
$ | $ | ||||||
Federal net operating loss |
||||||||
Total deferred tax asset |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of allowance |
$ |
$ |
||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Federal |
||||||||
Current |
$ | $ | ||||||
Deferred |
||||||||
State |
||||||||
Current |
||||||||
Deferred |
||||||||
V aluation allowance |
( |
) | ( |
) | ||||
Income tax provision |
$ | $ | ||||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
||||
Permanent book/tax differences |
||||
Change in fair value of warrant liabilities |
( |
)% | ||
Transaction costs allocated to warrant liabilities |
% | |||
Change in valuation allowance |
% | |||
Income tax provision |
||||
Name |
Age |
Title | ||
Robert J. Speyer |
52 | Chairman and Chief Executive Officer | ||
Paul A. Galiano |
57 | Chief Operating Officer, Chief Financial Officer and Director | ||
Jenny Wong |
36 | Chief Investment Officer and Director | ||
Joshua Kazam |
45 | Director | ||
Jennifer Rubio |
34 | Director | ||
Ned Segal |
47 | Director | ||
Michelangelo Volpi |
55 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
|||||||||
Equity compensation plans approved by security holders |
— | — | — | |||||||||
Equity compensation plans not approved by security holders |
— | — | — |
• | each person known by us to be a beneficial owner of more than 5% of our outstanding common stock of, on an as-converted basis; |
• | each of our officers and directors; and |
• | all of our officers and directors as a group. |
Class A |
Class B |
|||||||||||||||
Number of Shares Beneficially Owned |
Percentage of Class |
Number of Shares Beneficially Owned (2) |
Percentage of Class |
|||||||||||||
Name of Beneficial Owner (1) |
||||||||||||||||
Principal Stockholders: |
||||||||||||||||
Tishman Speyer Innovation Sponsor II, L.L.C. (3) |
— | — | 7,356,000 | 98.1 | % | |||||||||||
Entities affiliated with Citadel Advisors LLC (4) |
2,418,122 | 8.1 | % | — | — | |||||||||||
Directors and Named Executive Officers |
||||||||||||||||
Robert J. Speyer (3) |
— | — | (3 | ) | (3 | ) | ||||||||||
Paul A. Galiano |
— | — | — | — | ||||||||||||
Jenny Wong |
— | — | — | — | ||||||||||||
Joshua Kazam (8) |
— | — | 36,000 | * | ||||||||||||
Jennifer Rubio (8) |
— | — | 36,000 | * | ||||||||||||
Ned Segal (8) |
— | — | 36,000 | * | ||||||||||||
Michelangelo Volpi (8) |
— | — | 36,000 | * | ||||||||||||
Directors and executive officers as a group (7 individuals) |
— | — | 7,500,000 | 100 | % |
* | Less than one percent. |
1. | This table is based on 37,500,000 shares of common stock outstanding at March 29, 2022, of which 30,000,000 were shares of Class A common stock and 7,500,000 were shares of Class B common stock. Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise noted, the business address of each of the following entities or individuals is c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111. |
2. | Shares of Class B common stock are referred to as “Founder Shares.” The Founder Shares will automatically convert into Class A common stock at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one |
3. | Tishman Speyer Innovation Sponsor II, L.L.C., the Sponsor, is the record holder of such shares. The sole manager of the Sponsor is Tishman Speyer Properties, L.P. (“Tishman Speyer”). The general partner of Tishman Speyer is Tishman Speyer Properties, Inc. (“Tishman Speyer GP”). Robert J. Speyer, Chairman and Chief Executive Officer of the Issuer, and Jerry I. Speyer are the co-trustees of a voting trust that holds all voting common stock in Tishman Speyer GP and therefore may be deemed to share voting and investment power with respect to the securities subject to this report. Each of the reporting persons disclaims any beneficial ownership of the securities subject to this report, except to the extent of any pecuniary interest therein. |
4. | According to the Schedule 13G, jointly filed on February 14, 2022 under the Exchange Act by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Parties”) with respect to our shares of Class A common stock owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of the principal business office of each of the Citadel Parties is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
8. | In January 2021, the Sponsor transferred 30,000 shares of Class B common stock to each of Joshua Kazam, Jennifer Rubio, Ned Segal and Michelangelo Volpi, directors of the Company. On February 12, 2021, the Company effected a 1.2-for-1 |
For the year ended December 31, 2021 |
For the Period from November 12, 2020 (inception) through December 31, 2020 |
|||||||
Audit Fees (1) |
$ | 47,090 | $ | 60,770 | ||||
Audit-Related Fees (2) |
$ | — | $ | — | ||||
Tax Fees (3) |
$ | — | $ | 7,500 | ||||
All Other Fees (4) |
$ | — | $ | — | ||||
Total Fees |
$ | 47,090 | $ | 68,270 |
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services. |
(a) | The following documents are filed as part of this report: |
(1) | Financial Statements |
(2) | Financial Statement Schedule |
(3) | Exhibits |
TISHMAN SPEYER INNOVATION CORP. II | ||||||
By: | /s/ Robert J. Speyer | |||||
Name: Robert J. Speyer | ||||||
Dated: March 29, 2022 | Title: Chief Executive Officer and Chairman |
Name |
Title |
Date | ||
/s/ Robert J. Speyer Robert J. Speyer |
Chief Executive Officer and Chairman (Principal Executive Officer) |
March 29, 2022 | ||
/s/ Paul A. Galiano Paul A. Galiano |
Chief Operating Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | March 29, 2022 | ||
/s/ Jennifer Wong Sharp Jennifer Wong Sharp |
Chief Investment Officer and Director | March 29, 2022 | ||
/s/ Joshua Kazam Joshua Kazam |
Director | March 29, 2022 | ||
/s/ Jennifer Rubio Jennifer Rubio |
Director | March 29, 2022 | ||
/s/ Ned Segal Ned Segal |
Director | March 29, 2022 | ||
/s/ Michelangelo Volpi Michelangelo Volpi |
Director | March 29, 2022 |