Current Report Filing (8-k)
June 09 2021 - 4:24PM
Edgar (US Regulatory)
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) June 9, 2021
Latch, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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001-39688
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85-3087759
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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508 West 26th Street, Suite 6G, New York, NY
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10001
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(Address of principal executive offices)
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(Zip Code)
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(917) 338-3915
Registrants telephone number, including area code
TS Innovation Acquisitions Corp.
Rockefeller Center
45
Rockefeller Plaza
New York, New York 10111
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001 per share
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LTCH
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share
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LTCHW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02.
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Results of Operations and Financial Condition.
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On June 9, 2021, Latch, Inc. (the Company) issued a press release (the Press Release) announcing financial results
for the quarter ended March 31, 2021. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this Report).
The information set forth in Item 2.02 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
In the Press
Release, the Company has included the non-GAAP financial measure, as defined in Item 10 of Regulation S-K of the Exchange Act, of net loss, excluding the
impact of stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, provision for income taxes, restructuring, one-time litigation expenses, loss on
extinguishment of debt, gain or loss on change in fair value of derivative instruments and certain transaction related expenses (Adjusted EBITDA). In the Press Release, the Company has provided reconciliations of Adjusted EBITDA to net
loss, the most directly comparable financial measure calculated and presented in accordance with generally-accepted accounting principles (GAAP) in the United States. In addition, in the Press Release, the Company has provided the
reasons why the Company believes the non-GAAP financial measure of Adjusted EBITDA provides useful information to investors.
Item 7.01.
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Regulation FD Disclosure.
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On June 9, 2021, the Company posted an investor presentation to the Companys website. The presentation, which includes updated
information regarding the Companys financial results for the quarter ended March 31, 2021, can be found at https://www.latch.com/investors. The content of the Companys website is not incorporated by reference in this Report. Except
as may be required by federal securities laws, the Company undertakes no duty or obligation to update or revise the information contained in the presentation; however, the Company may update this information or post additional information regarding
the Company through the filing of other reports or documents with the SEC, through press releases or through other public disclosures, including by posting to the Investors section of the Companys website listed above.
The information set forth in Item 7.01 shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial Statement and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Latch, Inc.
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Date: June 9, 2021
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By:
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/s/ Garth Mitchell
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Name:
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Garth Mitchell
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Title:
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Chief Financial Officer
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