TSIB / Tishman Speyer Innovation Corp II - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TISHMAN SPEYER INNOVATI-CL A 0.00000000 / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Tishman Speyer Innovation Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 d417230d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40056 Tishman Speyer Innovation Corp.

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

Exhibit 10.1 Amendment to Investment Management Trust Agreement THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of November 29, 2022, is made by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?), and amends that certain Investme

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

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TISHMAN SPEYER INNOVATION CORP. II Tishman Speyer Innovation Corp. II, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is ?Tishman Speyer Innovation Corp. II?. The original Certificate of Incorporation was filed with

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 Tishman Speyer Innovation Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40056 85-386933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILENUMBER 001-40056

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

TISHMAN SPEYER INNOVATI-CL A 0.00000000 / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tishman Speyer Innovation Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 88825H100 (CUSIP Number) August 18, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Promissory Note issued to Tishman Speyer Innovation Sponsor II, L.L.C.

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $300,000 Dated as of May 13, 2022 Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Maker?), promises to pay to the order of Tishman Speyer Innovation Sponsor II, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the ?Payee?) the principal sum of Three Hundred Thousand Dollars and No Cents (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056 TISH

TISHMAN SPEYER INNOVATI-CL A 0.00000000 / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TISHMAN SPEYER INNOVATION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88825H100 (CUSIP Number) June 2, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056 TISHMAN SPEYER INNOVA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056 TISHMAN

Description of Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as of December 31, 2021, and provisions of our amended and restated certificate of incorporation and bylaws. The summary is subject to and qualified in its entirely by reference to the amended a

TISHMAN SPEYER INNOVATI-CL A 0.00000000 / CITADEL ADVISORS LLC - TISHMAN SPEYER INNOVATION CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Tishman Speyer Innovation Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Sec

TISHMAN SPEYER INNOVATI-CL A 0.00000000 / Tishman Speyer Innovation Sponsor II, L.L.C. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Tishman Speyer Innovation Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 88825H100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

EXHIBIT 99.1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY This joint filing agreement and power of attorney (this ?Agreement?) is made and entered into as of this 11th day of February, 2022, by and among Tishman Speyer Innovation Sponsor II, L.L.C., Tishman Speyer Properties, L.P., Tishman Speyer Properties, Inc., Robert J. Speyer and Jerry I. Speyer. The parties to this Agreement hereby acknowled

TISHMAN SPEYER INNOVATION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 (restated) F-3 Notes to Financial Statement (restated) F-4

Exhibit 99.1 TISHMAN SPEYER INNOVATION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 (restated) F-3 Notes to Financial Statement (restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Tishman Speyer Innovation Corp. II Opinion on the F

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2022 (February 17, 2021) Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40056 85-3869337 (State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION F

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40056 85-3869337 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056 TISH

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Tishman Speyer Innovation Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on beha

May 25, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Tishman Speyer Innovation Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88825H100 (CUSIP Number) May 25, 2021 Date of Event Which Requires Filing of the Statement Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40056 TIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 d519700dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40056 CUSIP Number: 88825H100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tra

TISHMAN SPEYER INNOVATION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 TISHMAN SPEYER INNOVATION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Tishman Speyer Innovation Corp. II Opinion on the Financial Statement We

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2021 Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40056 85-3869337 (State or other jurisdiction of incorporation

Underwriting Agreement, dated February 11, 2021, by and among the Company, BofA Securities, Inc. and Allen & Company LLC

Exhibit 1.1 30,000,000 Units TISHMAN SPEYER INNOVATION CORP. II UNDERWRITING AGREEMENT February 11, 2021 BofA Securities, Inc. One Bryant Park New York, New York 10036 Allen & Company LLC 711 5th Avenue New York, New York 10022 Ladies and Gentlemen: Tishman Speyer Innovation Corp. II, a corporation organized under the laws of Delaware (the ?Company?), proposes, subject to the terms and conditions

Warrant Agreement, dated February 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 11, 2021, is by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). W

Private Placement Warrants Purchase Agreement, dated February 11, 2021, by and between the Company and Tishman Speyer Innovation Sponsor II, L.L.C.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Company?), and Tishman Speyer Innovation Sponsor II, L.L.C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40056 85-3869337 (State or other jurisdiction of incorporation

Administrative Services Agreement, dated February 11, 2021, between the Company and Tishman Speyer Innovation Sponsor II, L.L.C.

Exhibit 10.6 Tishman Speyer Innovation Corp. II c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 February 11, 2021 Tishman Speyer Innovation Sponsor II, L.L.C. c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Tishman Speyer Innovation Corp. II (the ?Comp

Form of Indemnity Agreement between the Company and each of the officers and directors of the Company.

Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021, by and between Tishman Speyer Innovation Corp. II, a Delaware corporation, (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

Letter Agreement, dated February 11, 2021, by and among the Company, its executive officers, its directors and Tishman Speyer Innovation Sponsor II, L.L.C.

Exhibit 10.1 February 11, 2021 Tishman Speyer Innovation Corp. II c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corpo

Investment Management Trust Agreement, dated February 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 11, 2021 by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

By-Laws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).

Exhibit 3.3 BYLAWS OF TISHMAN SPEYER INNOVATION CORP. II (THE ?CORPORATION?) February 11, 2021 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s

Registration Rights Agreement, dated February 11, 2021, by and among the Company, Sponsor and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 11, 2021, is made and entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corporation (the ?Company?), Tishman Speyer Innovation Sponsor II, L.L.C., a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page h

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TISHMAN SPEYER INNOVATION CORP. II February 11, 2021 Tishman Speyer Innovation Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Tishman Speyer Innovation Corp. II? The original certificate of incorporation of

Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TISHMAN SPEYER INNOVATION CORP. II February 12, 2021 Tishman Speyer Innovation Corp. II (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The name of the Corporation is T

Tishman Speyer Innovation Corp. II 30,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252423 PROSPECTUS Tishman Speyer Innovation Corp. II $300,000,000 30,000,000 Units Tishman Speyer Innovation Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whic

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on February 11, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-3869337 (State or other jurisdiction of incorporatio

- 8-A12B

8-A12B 1 d19031d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tishman Speyer Innovation Corp. II (Exact name of registrant as specified in its charter) Delaware 85-3869337 (State of incorporation or organization) (I.R.S. Emp

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3

Form of Bylaws.

EX-3.5 Exhibit 3.5 BYLAWS OF TISHMAN SPEYER INNOVATION CORP. II (THE “CORPORATION”) [], 2021 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s re

Certificate of Amendment to Certificate of Incorporation, dated January 25, 2021.

EX-3.3 Exhibit 3.3 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TISHMAN SPEYER INNOVATION II CORP. January 25, 2021 Tishman Speyer Innovation II Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: The name of the Corporation is Tishman Speyer I

Form of Letter Agreement among the Registrant, Tishman Speyer Innovation Sponsor II, L.L.C. and each of the officers and directors of the Registrant.

EX-10.1 Exhibit 10.1 [], 2021 Tishman Speyer Innovation Corp. II c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corpor

Form of Private Placement Warrants Purchase Agreement between the Registrant and Tishman Speyer Innovation Sponsor II, L.L.C.

EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Tishman Speyer Innovation Sponsor II, L.L.C

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHE

Consent of Ned Segal.

EX-99.5 Exhibit 99.5 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Amendment No. 1 to Registration Statement on Form S-1 of Tishman Speyer Innovation Corp. II (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pursuant

Form of Amended and Restated Certificate of Incorporation.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TISHMAN SPEYER INNOVATION CORP. II [], 2021 Tishman Speyer Innovation Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Tishman Speyer Innovation Corp. II” The original certificate of incorporation of th

Consent of Michelangelo Volpi.

EX-99.6 Exhibit 99.6 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Amendment No. 1 to Registration Statement on Form S-1 of Tishman Speyer Innovation Corp. II (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pursuant

Form of Audit Committee Charter.

EX-99.1 Exhibit 99.1 TISHMAN SPEYER INNOVATION CORP. II AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tishman Speyer Innovation Corp. II (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal

Specimen Warrant Certificate.

EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TISHMAN SPEYER INNOVATION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the

Specimen Unit Certificate.

EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] TISHMAN SPEYER INNOVATION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A commo

Certificate of Amendment to Certificate of Incorporation, dated January 22, 2021.

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TS INNOVATION II CORP. January 22, 2021 TS Innovation II Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: The name of the Corporation is TS Innovation II Corp. SECOND: This Amen

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 25,000,000 Units TISHMAN SPEYER INNOVATION CORP. II UNDERWRITING AGREEMENT [], 2021 BofA Securities, Inc. One Bryant Park New York, New York 10036 Allen & Company LLC 711 5th Avenue New York, New York 10022 Ladies and Gentlemen: Tishman Speyer Innovation Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions st

Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-252423) filed on January 26, 2021.

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 26, 2021 Registration No.

Form of Administrative Services Agreement between the Registrant and Tishman Speyer Innovation Sponsor II, L.L.C.

EX-10.8 Exhibit 10.8 Tishman Speyer Innovation Corp. II c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 [ ], 2021 Tishman Speyer Innovation Sponsor II, L.L.C. c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among Tishman Speyer Innovation Corp. II (the “Comp

Certificate of Incorporation.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TS INNOVATION II CORP. November 12, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is TS Innovation II Corp. (the “Corporation”).

Form of Registration Rights Agreement among the Registrant, Tishman Speyer Innovation Sponsor II, L.L.C. and the Holders signatory thereto.

EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), Tishman Speyer Innovation Sponsor II, L.L.C., a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page h

Promissory Note issued to Tishman Speyer Innovation Sponsor II, L.L.C.

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND, IF THE MAKER REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS

Consent of Joshua Kazam.

EX-99.3 Exhibit 99.3 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Amendment No. 1 to Registration Statement on Form S-1 of Tishman Speyer Innovation Corp. II (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pursuant

Form of Compensation Committee Charter.

EX-99.2 Exhibit 99.2 TISHMAN SPEYER INNOVATION CORP. II COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tishman Speyer Innovation Corp. II (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and

Specimen Class A Common Stock Certificate.

EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] TISHMAN SPEYER INNOVATION CORP. II CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), transferable on the books of the Com

Securities Subscription Agreement between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s registration statement on Form S-1 filed with the SEC on January 26, 2021).

EX-10.7 Exhibit 10.7 TS Innovation II Corp. 45 Rockefeller Plaza New York, New York 10111 November 18, 2020 TS Innovation Sponsor II, L.L.C. 45 Rockefeller Plaza New York, New York 10111 RE: Securities Subscription Agreement Ladies and Gentlemen: TS Innovation II Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by TS Innovation Sponsor II, L.L.C., a

Form of Indemnity Agreement.

EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tishman Speyer Innovation Corp. II, a Delaware corporation, (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

Consent of Jennifer Rubio.

EX-99.4 Exhibit 99.4 CONSENT OF PERSON NAMED AS ABOUT TO BECOME DIRECTOR Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Amendment No. 1 to Registration Statement on Form S-1 of Tishman Speyer Innovation Corp. II (the “Registrant”), and all amendments thereto and any related prospectus or prospectus supplement filed pursuant

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s registration statement on Form S-1 filed with the SEC on January 26, 2021).

EX-14 Exhibit 14 TISHMAN SPEYER INNOVATION CORP. II CODE OF ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the “Board”) of Tishman Speyer Innovation Corp. II has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the futu

As confidentially submitted to the Securities and Exchange Commission on November 25, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 25, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

TS Innovation II Corp. 45 Rockefeller Plaza New York, New York 10111

EX-10.7 4 filename4.htm Exhibit 10.7 TS Innovation II Corp. 45 Rockefeller Plaza New York, New York 10111 November 18, 2020 TS Innovation Sponsor II, L.L.C. 45 Rockefeller Plaza New York, New York 10111 RE: Securities Subscription Agreement Ladies and Gentlemen: TS Innovation II Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by TS Innovation Sponso

CERTIFICATE OF INCORPORATION TS INNOVATION II CORP. November 12, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TS INNOVATION II CORP. November 12, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is TS Innovation II Corp. (the ?Corporation?). ARTICL

PROMISSORY NOTE Principal Amount: $300,000 Dated as of November 18, 2020

EX-10.6 3 filename3.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND, IF THE MAKER REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO