stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after the TSIA Closing Date or (y) the date on which Latch completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Latch’s stockholders having the right to exchange their shares of our common stock for cash, securities or other property.
The Sponsor Agreement provides that 738,000 shares of our common stock held by the Sponsor (the “Unvested Shares”) will vest at such time as the Stock Price Level (as defined below) is achieved on or before the fifth anniversary of the closing of the Business Combination. In the event Latch enters into a binding agreement on or before such fifth anniversary related to certain sale transactions involving the shares of our common stock or all or substantially all the assets of Latch (a “Latch Sale”), the Unvested Shares will vest on the day prior to the closing of such Latch Sale if the per share price implied in such Latch Sale meets or exceeds the Stock Price Level. If the Unvested Shares remain unvested after the fifth anniversary of the closing of the Business Combination, such Unvested Shares will be forfeited.
The “Stock Price Level” will be considered achieved only (a) when the volume-weighted average price of our common stock on Nasdaq is greater than or equal to $14.00 for any 20 trading days within a 30 trading-day period or (b) the per share price implied in a Latch Sale is greater than or equal to $14.00.
2021 Registration Rights Agreement
In connection with the Business Combination, as defined in footnote (2) above, we and certain stockholders of Legacy Latch and TSIA, each, as defined in footnote (2) above, including (i) the Sponsor, (ii) entities affiliated with Bventures Leverco S-B, LLC (“Brookfield”), Lux Co-Invest Opportunities, L.P. (“Lux”), RRE Ventures VII, LP (“RRE Ventures”) and Avenir Latch Investors, LLC (“Avenir”), each of which held more than 5% of our outstanding capital stock at closing of the transactions contemplated by the Business Combination, and (iii) Luke Schoenfelder, Garth Mitchell, Michael Brian Jones, Ali Hussain, Peter Campbell, Patricia Han, Raju Rishi, J. Allen Smith, Robert J. Speyer and Andrew Sugrue, each of whom were officers of the Company or members of our Board, entered into an amended and restated registration rights agreement (the “2021 Registration Rights Agreement”). Pursuant to the 2021 Registration Rights Agreement, we filed a Registration Statement on Form S-1 with respect to the registrable securities under the 2021 Registration Rights Agreement. Certain Legacy Latch stockholders and TSIA stockholders may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times in any 12-month period, so long as the total offering price is reasonably expected to exceed $75.0 million. We also agreed to provide customary “piggyback” registration rights. The 2021 Registration Rights Agreement also provides that we will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.
Commercial Agreements
During the years ended December 31, 2024 and December 31, 2025, we sold hardware and software in the ordinary course of business to properties owned by affiliates of Tishman Speyer for approximately $0.1 million and $0.1 million, respectively. We charge market rates for products and services, and we believe the commercial arrangements with these customers were entered into on an arm’s-length basis.
At certain times during the year ended December 31, 2025, Pan-Am Equities Inc., collectively with certain individuals (“Pan-Am”), reported beneficial ownership in excess of 5% of our common stock. During the year ended December 31, 2025, we sold software in the ordinary course of business to properties owned by Pan-Am for approximately $0.07 million. We charge market rates for products and services, and we believe the commercial arrangements with these customers were entered into on an arm’s-length basis.
During the three months ended June 30, 2024, HelloTech, Inc. (“HelloTech”) entered into an agreement pursuant to which it would provide installation services to a third party customer (the “Install Customer”). During the three months ended December 31, 2024, an affiliate of Avenir became a 13% stockholder of the Install Customer, with a representative on the Install Customer’s board of directors. During the years ended December 31, 2024 and December 31, 2025, HelloTech received approximately $0.0 million and $1.3 million, respectively, in revenues from the Install Customer. HelloTech charges market rates to the Install Customer, and the agreement was entered into on an arm’s-length basis prior to both (i) the HelloTech Acquisition and (ii) Avenir’s investment in the Install Customer.