Item 8.01. Other Events.
As previously disclosed, on June 3, 2021, Latch, Inc. (the "Company"), then
operating under the name TS Innovation Acquisitions Corp., held a special
meeting of stockholders to approve certain matters relating to its proposed
business combination with Latch Systems, Inc., then operating under the name
Latch, Inc., and Lionet Merger Sub Inc., including the amendment and restatement
of the Company's certificate of incorporation to read in its entirety as set
forth in the Amended and Restated Certificate of Incorporation ("New Certificate
of Incorporation"). Among other things, the New Certificate of Incorporation
increased the total number of authorized shares of the Company's Class A common
stock, par value $0.0001 per share, from 275,000,000 shares to 1,000,000,000
shares (the "Share Increase Amendment").
On March 10, 2023, the Company filed a petition in the Delaware Court of
Chancery (the "Court of Chancery") pursuant to Section 205 of the Delaware
General Corporation Law (the "Petition"). The Petition sought validation of the
Share Increase Amendment, the New Certificate of Incorporation and the shares
issued in reliance on the effectiveness of the Share Increase Amendment and the
New Certificate of Incorporation to resolve any uncertainty with respect to
those matters introduced by a recent decision of the Court of Chancery.
On March 29, 2023, the Court of Chancery held a hearing on the Company's
Petition and granted an order pursuant to Section 205 of the Delaware General
Corporation Law validating and declaring effective the Share Increase Amendment,
the New Certificate of Incorporation and the shares issued in reliance thereon,
each as of the date and time of the original issuance of such shares. A copy of
the Court of Chancery's order is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Order Entered by the Delaware Court of Chancery on March 29, 2023.
104 Cover Page Interactive Data File, formatted in Inline XBRL (included as
Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
LATCH, INC. 