Latch, Inc. executed a non-binding term sheet to acquire TS Innovation Acquisitions Corp. (NasdaqCM:TSIA) from TS Innovation Acquisitions Sponsor, L.L.C. and others for $1 billion in a reverse merger transaction on December 11, 2020. Latch, Inc. entered into a definitive merger agreement to acquire TS Innovation Acquisitions Corp. in a reverse merger transaction on January 24, 2021. Under the terms of the transaction, each share of Latch common stock will be converted into the right to receive such number of shares of TS Innovation's Class A common stock. Latch's existing equity holders will convert 100 percent of their ownership stakes into the new company and will own 64 percent of the pro forma company at close. TS Innovation public shareholder will own 19%, TS Innovation's sponsor shareholders will own 4% and private placement investors will own 12% of the pro forma company upon close of the transaction. Upon closing, Latch will be renamed Latch Systems, Inc. and TS Innovation Acquisitions will be renamed Latch, Inc. Latch's common stock will trade on NASDAQ under the ticker symbol “LTCH”. Latch's management team, led by co-founder and Chief Executive Officer Luke Schoenfelder, will continue to operate and manage Latch following the transaction. Rob Speyer, President and Chief Executive Officer of Tishman Speyer and Chief Executive Officer and Chairman of Chief Executive Officer, will join Latch's Board of Directors upon completion of the transaction.

The transaction is subject to approval by TS Innovation and Latch shareholders, regulatory approval, the expiration or termination of the applicable waiting period under the HSR Act, the registration statement becoming effective, the Sponsor Agreement, the Company Holders Support Agreement, the Registration Rights Agreement and the Subscription Agreements will be in full force and effect and will not have been rescinded by any of the parties thereto, the amount of closing TS Innovation cash being equal to or exceeding $150 million, TS Innovation shall have at least $5 million of net tangible assets, listing of shares of TS Innovation to be issued in connection with the transaction and the effective resignations of certain directors and executive officers of TS Innovation. The transaction has been unanimously approved by TS Innovation's Board of Directors and Latch's Board of Directors. On of May 12, 2021, the registration statement declared effective by SEC. TS Innovation's shareholder will hold a meeting on June 3, 2021 to approve the transaction. As of June 3, 2021, TS Innovation's shareholder approved the transaction. The transaction is expected to close in the second quarter of 2021. As of June 3, 2021, the transaction is expected to close on June 4, 2021. The proceeds will be used to fund growth initiatives, including increasing the number of units on its platform, spreading to new geographies, and expanding to additional asset classes.

Goldman Sachs & Co. is acting as exclusive financial advisor to Latch. Ryan J. Maierson, Marc D. Jaffe and Nick S. Dhesi of Latham & Watkins LLP are acting as legal advisor to Latch. Allen & Company LLC and BofA Securities, Inc. are acting as joint financial advisors to TS Innovation. Scott D. Miller of Sullivan & Cromwell LLP is acting as legal advisor to TS Innovation. Continental Stock Transfer & Trust Company is acting as transfer agent and registrar for the Class A common stock of TS Innovation. Morrow Sodali LLC is acting as proxy solicitor to TS Innovation for a fee of $30,000.

Latch, Inc. completed the acquisition of TS Innovation Acquisitions Corp. (NasdaqCM:TSIA) from TS Innovation Acquisitions Sponsor, L.L.C. and others in a reverse merger transaction on June 4, 2021.