Latch, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Latch just signed a big deal, filing an 8-K today. Keep an eye on this.

AI Summary

Latch, Inc. entered into a Material Definitive Agreement on June 21, 2024, related to a direct financial obligation. The company, formerly known as TS Innovation Acquisitions Corp., filed this 8-K report on June 24, 2024, detailing the agreement.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Latch, Inc., which could impact its financial health and operational strategy.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or risks that may not be immediately apparent.

Key Players & Entities

• Latch, Inc. (company) — Registrant
• TS Innovation Acquisitions Corp. (company) — Former company name
• June 21, 2024 (date) — Date of earliest event reported
• June 24, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $250,000 — ger-related expenses in an amount up to $250,000. It is not currently anticipated that H
• $6.9 million — m loan with the Bank were approximately $6.9 million. However, the Bank has agreed to forgiv
• $0.9 million — ank has agreed to forgive approximately $0.9 million in outstanding borrowings owed by Hello
• $6.0 m — a term loan in the principal amount of $6.0 million, in connection with which the Com
• $1.25 — 's common stock at an exercise price of $1.25 per share and with a six-year term (the

Filing Documents

• lat-20240621.htm (8-K) — 37KB
• hellotech-latchmergeragree.htm (EX-2.1) — 404KB
• final-ltchpressreleasex624.htm (EX-99.1) — 13KB
• 0001826000-24-000025.txt ( ) — 673KB
• lat-20240621.xsd (EX-101.SCH) — 2KB
• lat-20240621_def.xml (EX-101.DEF) — 15KB
• lat-20240621_lab.xml (EX-101.LAB) — 25KB
• lat-20240621_pre.xml (EX-101.PRE) — 15KB
• lat-20240621_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 21, 2024, Latch, Inc. (the "Company") and LS HT Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with HelloTech, Inc. ("HelloTech"), pursuant to which Merger Sub will merge with and into HelloTech, with HelloTech continuing as the surviving corporation and a wholly owned subsidiary of the Company (the "Merger"). As consideration for the Merger, the Company will (i) as further specified below, assume HelloTech's outstanding borrowings under its existing term loan with its commercial bank (the "Bank") and (ii) pay HelloTech's Merger-related expenses in an amount up to $250,000. It is not currently anticipated that HelloTech's stockholders or other equity holders (including option holders, warrant holders or holders of simple agreements for future equity) will receive any consideration in connection with the Merger. As of June 21, 2024, HelloTech's outstanding borrowings under its existing term loan with the Bank were approximately $6.9 million. However, the Bank has agreed to forgive approximately $0.9 million in outstanding borrowings owed by HelloTech under its existing term loan, plus any accrued interest, fees or unpaid expenses, in the event the parties do not enter into an agreement with respect to the Debt Assumption (as defined below) by July 15, 2024 (the "Debt Payoff"). The Company is in active negotiations with the Bank for a term loan in the principal amount of $6.0 million, in connection with which the Company would also issue a warrant to the Bank to acquire 1,000,000 shares of the Company's common stock at an exercise price of $1.25 per share and with a six-year term (the "Warrant") (such transactions, collectively, the "Debt Assumption" and, together with the Debt Payoff, the "Debt Modification"). There can be no assurances that an agreement for the Debt Assumption will be reached with the Ba

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The information set forth under Item 1.01 of this Report is incorporated herein by reference. On June 24, 2024, the Company issued a press release announcing the execution of the Merger Agreement (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to this Report. The information set forth in Item 7.01, including Exhibit 99.1, 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.

Forward-Looking Statements

Forward-Looking Statements This Report contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding adoption of the Company's technology and products. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "would," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking information includes, but is not limited to, statements regarding the closing of the Merger and the negotiation of the Debt Assumption (together with the Merger, the "Transactions"). Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including: (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the Company's businesses and the price of its securities; (ii) the risk that the Debt Assumption may not be agreed upon with the Bank or completed in a timely manner or at all, or that the terms thereof may differ from the Company's current expectations; (iii) uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy the conditions to the consummation of the Merger; (iv) the risk that the Transactions may involve unexpected costs, liabilities or delays; (v) the effect of the announcement, pendency or completion of the Transactions on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company does business, or on the Company's operating results and business generally; (vi) the risk that the Company's businesses may

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, by and among Latch, Inc., LS HT Merger Sub, Inc. and HelloTech, Inc., dated as of June 21, 2024. 99.1 Press Release dated June 24, 2024. 104 Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). * A schedule to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule to the SEC upon request.

SIGNATURES

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. Latch, Inc. Date: June 24, 2024 By: /s/ Priyen Patel Name: Priyen Patel Title: Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR