Latch, Inc. (LTCH): M&A transaction — Latch completes Honest Day’s Work acquisition; Jamie Siminoff to become CEO later this year

Latch, Inc.

Consideration: ~29M shares of Latch common stock and $22M in unsecured promissory notes.
Shares subject to transfer restrictions until July 3, 2028, with performance-based releases at VWAP thresholds of $2-$5.
HDW contributed $8M in cash and approximately 30 team members to Latch.
Jamie Siminoff, Ring founder, expected to assume role of Latch CEO later in 2023.
Registration rights granted to HDW stockholders; company must file shelf registration by late August 2023.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Latch, Inc. completed an acquisition involving Honest Day's Work, Inc. for $22.0 million aggregate principal amount of unsecured promissory notes and approximately 29.0 million shares of the Company’s common stock (closed 2023-07-03).

Action: acquisition
Counterparty: Honest Day's Work, Inc.
Consideration: $22.0 million aggregate principal amount of unsecured promissory notes and approximately 29.0 million shares of the Company’s common stock
Closing: 2023-07-03

Exact text from the filing

and the other transactions contemplated by the Merger Agreement. At the effective time of the First Merger, the Company issued to HDW’s stockholders as merger consideration (i) $22.0 million aggregate principal amount of unsecured promissory notes (the “Promissory Notes”) and (ii) approximately 29.0 million shares of the Company’s common stock (the “Shares”). Certain

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Latch, Inc. entered into Registration Rights Agreement with certain of HDW’s stockholders (the “Holders”) (effective 2023-06-30).

Action: entry
Agreement: merger
Counterparty: certain of HDW’s stockholders (the “Holders”)
Effective: 2023-06-30

Exact text from the filing

On the Closing Date, in connection with the consummation of the Mergers and as contemplated by the Merger Agreement, the Company and certain of HDW’s stockholders (the “Holders”) entered into that certain Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a shelf registration statement registering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) as promptly as reasonably practicable after the date on which the Company files its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (and no later than the 20th business day following the filing date of such Quarterly Report).

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Latch, Inc. filing history →

Source: SEC EDGAR

accession 0001826000-23-000067

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