☒ | QUARTERLY 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 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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ITEM 1. | FINANCIAL STATEMENTS |
March 31, 2021 (Unaudited) | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 1,030,164 | $ | 1,975 | ||||
Prepaid expenses | 651,069 | — | ||||||
Deferred offering costs associated with IPO | — | 228,025 | ||||||
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Total current assets | $ | 1,681,233 | $ | 230,000 | ||||
Cash and Cash Equivalents Held in Trust account | 300,002,054 | — | ||||||
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Total assets | 301,683,287 | 230,000 | ||||||
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Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 394,286 | $ | 205,998 | ||||
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Total current liabilities | 394,286 | 205,998 | ||||||
Warrant Liabilities | 18,535,346 | — | ||||||
Deferred underwriters’ discount | 10,500,000 | — | ||||||
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Total liabilities | 29,429,632 | 205,998 | ||||||
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Commitments | ||||||||
Common stock subject to possible redemption, 26,725,365 shares at redemption value at March 31, 2021 | 267,253,650 | — | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; 3,274,635 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 327 | — | ||||||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 7,500,000 and 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 750 | 863 | ||||||
Additional paid-in capital | 7,077,023 | 24,137 | ||||||
Accumulated deficit | (2,078,095 | ) | (998 | ) | ||||
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Total stockholders’ equity | 5,000,005 | 24,002 | ||||||
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Total liabilities and stockholders’ equity | $ | 301,683,287 | $ | 230,000 | ||||
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June 30, 2021 (Unaudited) | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 999,165 | $ | 1,975 | ||||
Prepaid expenses | 562,611 | — | ||||||
Deferred offering costs associated with IPO | — | 228,025 | ||||||
Total current assets | 1,561,776 | 230,000 | ||||||
Cash and Cash Equivalents Held in Trust account | 300,006,613 | — | ||||||
Total assets | $ | 301,568,389 | $ | 230,000 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 534,101 | $ | 205,998 | ||||
Due to related party | 44,286 | — | ||||||
Total current liabilities | 578,387 | 205,998 | ||||||
Derivative warrant liabilities | 20,841,284 | — | ||||||
Deferred underwriters’ discount | 10,500,000 | — | ||||||
Total liabilities | 31,919,671 | 205,998 | ||||||
Commitments | 0 | |||||||
Common stock subject to possible redemption, 26,464,871 shares at redemption value at June 30, 2021 | 264,648,710 | — | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; 0shares issued and outstanding | 0— | 0— | ||||||
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; 3,535,129 shares and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 354 | — | ||||||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 7,500,000 and 8,625,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 750 | 863 | ||||||
Additional paid-in capital | 9,681,936 | 24,137 | ||||||
Accumulated deficit | (4,683,032 | ) | (998 | ) | ||||
Total stockholders’ equity | 5,000,008 | 24,002 | ||||||
Total liabilities and stockholders’ equity | $ | 301,568,389 | $ | 230,000 | ||||
(Unaudited)
Formation and operating costs | $ | 218,393 | ||
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Loss from operations | (218,393 | ) | ||
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Other Income (Loss) | ||||
Interest earned on Trust Account | 2,054 | |||
Change in fair value of warrant liabilities | (1,339,063 | ) | ||
Offering expenses related to warrant issuance | (521,695 | ) | ||
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Total other income (loss) | (1,858,704 | ) | ||
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Net loss | $ | (2,077,097 | ) | |
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Weighted average shares outstanding, basic and diluted – Class A common stock | 14,333,333 | |||
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Basic and diluted net income per common share – Class A common stock | $ | 0.00 | ||
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Weighted average shares outstanding, basic and diluted – Class B common stock | 7,500,000 | |||
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Basic and diluted net loss per common share – Class B common stock | $ | (0.28 | ) | |
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For the Three Months Ended June 30, 2021 | For the Six Months Ended June 30, 2021 | |||||||
Formation and operating costs | $ | 303,558 | $ | 521,951 | ||||
Loss from operations | (303,558 | ) | (521,951 | ) | ||||
Other income ( l oss) | ||||||||
Interest income on trust account | 4,559 | 6,613 | ||||||
Change in fair value of warrant liabilities | (2,305,938 | ) | (3,645,001 | ) | ||||
Offering expenses related to warrant issuance | — | (521,695 | ) | |||||
Total other income (loss) | (2,301,379 | ) | (4,160,083 | ) | ||||
Net loss | $ | (2,604,937 | ) | $ | (4,682,034 | ) | ||
Weighted average shares outstanding, basic and diluted – Class A common stock | 30,000,000 | 30,000,000 | ||||||
Basic and diluted net income per common share – Class A common stock | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding, basic and diluted – Class B common stock | 7,500,000 | 7,500,000 | ||||||
Basic and diluted net loss per common share – Class B common stock | $ | (0.35 | ) | $ | (0.62 | ) | ||
(Unaudited)
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2020 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (998 | ) | $ | 24,002 | |||||||||||||||
Sale of Units in Initial Public Offering, net of underwriting fees, offering costs and fair value of public warrants | 30,000,000 | 3,000 | — | — | 274,303,750 | — | 274,306,750 | |||||||||||||||||||||
Forfeiture of Class B shares by Sponsor | — | — | (1,125,000 | ) | (113 | ) | 113 | — | — | |||||||||||||||||||
Class A common stock subject to possible redemption | (26,725,365 | ) | (2,673 | ) | — | — | (267,250,977 | ) | — | (267,253,650 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (2,077,097 | ) | (2,077,097 | ) | |||||||||||||||||||
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Balance as of March 31, 2021 | 3,274,635 | $ | 327 | 7,500,000 | $ | 750 | $ | 7,077,023 | $ | (2,078,095 | ) | $ | 5,000,005 | |||||||||||||||
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Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2020 | — | $ | — | 8,625,000 | $ | 863 | $ | 24,137 | $ | (998 | ) | $ | 24,002 | |||||||||||||||
Sale of Units in Initial Public Offering, net of underwriting fees, offering costs and fair value of public warrants | 30,000,000 | 3,000 | — | — | 274,303,750 | — | 274,306,750 | |||||||||||||||||||||
Forfeiture of Class B shares by Sponsor | — | — | (1,125,000 | ) | (113 | ) | 113 | — | 0 | |||||||||||||||||||
Class A common stock subject to possible redemption | (26,725,365 | ) | (2,673 | ) | — | — | (267,250,977 | ) | — | (267,253,650 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (2,077,097 | ) | (2,077,097 | ) | |||||||||||||||||||
Balance as of March 31, 2021 | 3,274,635 | $ | 327 | 7,500,000 | $ | 750 | $ | 7,077,023 | $ | (2,078,095 | ) | $ | 5,000,005 | |||||||||||||||
Net loss | — | — | — | — | — | (2,604,937 | ) | (2,604,937 | ) | |||||||||||||||||||
Change in Class A common stock subject to possible redemption | 260,494 | 27 | — | — | 2,604,913 | — | 2,604,940 | |||||||||||||||||||||
Balance as of June 30, 2021 | 3,535,129 | $ | 354 | 7,500,000 | $ | 750 | $ | 9,681,936 | $ | (4,683,032 | ) | $ | 5,000,008 | |||||||||||||||
(Unaudited)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (2,077,097 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on trust account | (2,054 | ) | ||
Change in fair value of warrant liabilities | 1,339,063 | |||
Offering costs allocated to warrants | 521,695 | |||
Changes in current assets and current liabilities: | ||||
Prepaid expenses | (651,069 | ) | ||
Accounts payable and accrued expenses | 394,286 | |||
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Net cash used in operating activities | (475,176 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash into trust account | (300,000,000 | ) | ||
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Net cash used in investing activities | (300,000,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from Initial Public Offering, net of underwriters’ discount | 294,000,000 | |||
Proceeds from issuance of Private Placement Warrants | 8,000,000 | |||
Payments of offering costs | (496,635 | ) | ||
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Net cash provided by financing activities | 301,503,365 | |||
Net Change in Cash | 1,028,189 | |||
Cash – Beginning of Period | 1,975 | |||
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Cash – End of Period | $ | 1,030,164 | ||
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Supplemental Disclosure of Non-cash Financing Activities: | ||||
Initial value of Class A common stock subject to possible redemption, as corrected | $ | 268,490,170 | ||
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Change in value of Class A common stock subject to possible redemption | $ | (1,236,520 | ) | |
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Deferred underwriters’ discount payable charged to additional paid-in capital | $ | 10,500,000 | ||
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Cash Flows from Operating Activities: | ||||
Net loss | $ | (4,682,034 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on trust account | (6,613 | ) | ||
Change in fair value of warrant liabilities | 3,645,001 | |||
Offering costs allocated to warrants | 521,695 | |||
Changes in current assets and current liabilities: | ||||
Prepaid expenses | (562,611 | ) | ||
Accounts payable and accrued expenses | 534,101 | |||
Due to related party | 44,286 | |||
Net cash used in operating activities | (506,175 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into trust account | (300,000,000 | ) | ||
Net cash used in investing activities | (300,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from Initial Public Offering, net of underwriters’ discount | 294,000,000 | |||
Proceeds from issuance of Private Placement Warrants | 8,000,000 | |||
Payments of offering costs | (496,635 | ) | ||
Net cash provided by financing activities | 301,503,365 | |||
Net Change in Cash | 997,190 | |||
Cash – Beginning of Period | 1,975 | |||
Cash – End of Period | $ | 999,165 | ||
Supplemental Disclosure of Non-cash Financing Activities: | ||||
Initial value of Class A common stock subject to possible redemption, as corrected | $ | 268,490,170 | ||
Change in value of Class A common stock subject to possible redemption | $ | (3,841,460 | ) | |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ | 10,500,000 | ||
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
Correction of previously issued Financial Statement
The Company corrected certain line items related to the previously audited balance sheet as of February 17, 2021 in the Form 8-K filed with the SEC on February 23, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative warrant liability under the guidance of ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”). The following balance sheet items as of February 17, 2021 were impacted: an increase of $17.5 million in Warrant liabilities, a decrease of $17.5 million in the amount of Class A ordinary shares subject to redemption, an increase of $0.5 million in additional paid-in capital and an increase of $0.5 million in accumulated deficit.
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
Held in Trust Account
Cash and Cash Equivalents Held in Trust Account
At March 31, 2021,
For the Quarter ended March 31, 2021 | ||||
Redeemable Class A Common Stock | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Interest Income | $ | 2,054 | ||
Less: interest available to pay taxes | (2,054 | ) | ||
Net Earning | $ | — | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 14,333,333 | |||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | 0.00 | ||
Non-Redeemable Class B Common Stock | ||||
Numerator: Net Income minus Redeemable Net Earnings | ||||
Net Income (Loss) | $ | (2,077,097 | ) | |
Redeemable Net Earnings | $ | — | ||
Non-Redeemable Net Loss | $ | (2,077,097 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | ||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 7,500,000 | |||
Loss/Basic and Diluted Non-Redeemable Common Stock | $ | (0.28 | ) |
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
For the three months ended June 30, 2021 | For the six months ended June 30, 2021 | |||||||
Redeemable Class A Common Stock | ||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||||
Interest Income | $ | 4,559 | $ | 6,613 | ||||
Less: interest available to pay taxes | (4,559 | ) | (6,613 | ) | ||||
Net Earning | $ | 0— | $ | 0— | ||||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||||||
Redeemable Class A Common Stock, Basic and Diluted | 30,000,000 | 30,000,000 | ||||||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | 0.00 | $ | 0.00 | ||||
Non-Redeemable Class B Common Stock | ||||||||
Numerator: Net Income minus Redeemable Net Earnings | ||||||||
Net Income (Loss) | $ | (2,604,937 | ) | $ | (4,682,034 | ) | ||
Redeemable Net Earnings | $ | 0— | $ | 0— | ||||
Non-Redeemable Net Loss | $ | (2,604,937 | ) | $ | (4,682,034 | ) | ||
Denominator: Weighted Average Non-Redeemable Class B Common Stock | ||||||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 7,500,000 | 7,500,000 | ||||||
Loss/Basic and Diluted Non-Redeemable Common Stock | $ | (0.35 | ) | $ | (0.62 | ) |
sheets
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
2020.
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
agreement, respectively.
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
TISHMAN SPEYER INNOVATION CORP. II
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED)
March 31, 2021 | ||||||||||||||||
Carrying Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash and Cash equivalents held in Trust Account | $ | 300,002,054 | $ | 300,002,054 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | 18,535,346 | $ | — | $ | — | $ | 18,535,346 |
The
June 30, 2021 | ||||||||||||||||
Carrying Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash and Cash equivalents held in Trust Account | $ | 300,006,613 | $ | 300,006,613 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant liabilities | $ | 20,841,284 | $ | 7,619,400 | $ | — | $ | 13,221,884 |
The aforementioned warrant liabilities
recognized at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 duringlevels for the three and six months ended March 31, 2021.
At March 31, 2021 | ||||
Stock price | $ | 9.62 | ||
Strike price | $ | 11.50 | ||
Term (in years) | 5.92 | |||
Volatility | 24.4 | % | ||
Risk-free rate | 1.14 | % | ||
Dividend yield | 0.0 | % |
June 30, 2021 | ||||
Stock price | $ | 9.91 | ||
Strike price | $ | 11.50 | ||
Term (in years) | 5.73 | |||
Volatility | 34.6 | % | ||
Risk-free rate | 0.99 | % | ||
Dividend yield | 0.0 | % |
Warrant Liability | ||||
Fair value at January 1, 2021 | $ | — | ||
Initial value at IPO date | 17,509,557 | |||
Change in fair value | 1,025,789 | |||
Fair Value at March 31, 2021 | $ | 18,535,346 |
Derivative warrant liabilities | ||||
Fair value at January 1, 2021 | $ | 0— | ||
Initial value at IPO date | 17,509,557 | |||
Change in fair value | 3,331,727 | |||
Transfer of Public warrants from level 3 to level 1 | (7,619,400 | ) | ||
Fair Value at June 30, 2021 | $ | 13,221,884 |
consummate a Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. We will generate
$3,645,001.
Our statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings (loss) in the statement of operations.
We have identified a material weakness in our internal control over financial reporting. If” we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following the SEC Statement, and after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited balance sheet as of February 17, 2021 to account for our warrants as liabilities measured at fair value, rather than equity securities. As a result of these events, we have identified a material weakness in our internal control over financial reporting. See Part I, Item 4 “Controls and Procedures” of this Quarterly Report.
Effective internal controls are necessary for usrequired to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
On February 17, 2021, we consummated our initial public offering (“IPO”) of 30,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consisted of one share of Class A common stock of the Company, par value $0.0001 per share, and one-fifth of one redeemable warrant of the Company. BofA Securities, Inc. and Allen & Company LLC acted as book-running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333- 252423). The SEC declared the registration statement effective on February 11, 2021.Simultaneously with the consummation of the IPO, we consummated a private placement of 5,333,334 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are the same as the warrants underlying the Units sold in the IPO, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the IPO and the Private Placement Warrants, $300,000,000 was placed in the Trust Account.
Transaction costs of the IPO amounted to $17,018,662, consisting of $6,000,000 of underwriting commissions, $10,500,000 of deferred underwriting commissions and $518,662 of other offering costs.
For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.
TISHMAN SPEYER INNOVATION CORP. II | ||||||||
By: | /s/ Paul A. Galiano | |||||||
Name: | Paul A. Galiano | |||||||
Dated: | Title: | Chief Operating Officer, Chief Financial Officer and Director
(Principal Accounting Officer) |
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