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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| EQUITY | 15.EQUITY The Company’s second amended and restated certificate of incorporation designates and authorizes the Company to issue 1.1 billion shares, consisting of (i) 1.0 billion shares of common stock, par value $0.0001 per share, and (ii) 100.0 million shares of preferred stock, par value $0.0001 per share. Common Stock Reserved for Future Issuance The Company’s reserved shares for future issuance included the following:
Public Warrants Upon the closing of the 2021 Business Combination, 10.0 million public warrants sold during the 2020 initial public offering of TSIA (the “TSIA IPO”) converted into 10.0 million public warrants to purchase up to 10.0 million shares of common stock of the Company, which are exercisable at $11.50 per share. The warrants expired on June 4, 2026. As a result, no public warrants were outstanding as of June 30, 2026, and the warrants no longer represent potential shares of the Company’s common stock. Private Placement Warrants Upon the closing of the 2021 Business Combination, Legacy Latch assumed the private placement warrants that were originally issued in connection with the TSIA IPO (the “Private Placement Warrants”). In response to SEC guidance, the Company determined to classify the Private Placement Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. The Private Placement Warrants expired on June 4, 2026 and, accordingly, no Private Placement Warrants were outstanding as of June 30, 2026. Bank Warrant On July 15, 2024, in a private placement concurrent with the Company’s entry into the Loan Agreement, the Company issued a warrant to Customers Bank to purchase 1,000,000 shares of the Company’s common stock (the “Bank Warrant”). The Bank Warrant has an exercise price of $1.25 per share, is exercisable immediately and will expire on July 15, 2030. The Bank Warrant is classified as a liability under ASC 815, Derivatives and Hedging, and is remeasured at fair value each reporting period, with changes recognized in other income (expense), net. At issuance, the Bank Warrant was recorded at its fair value of $0.2 million, as determined by an independent valuation specialist and included in other non-current liabilities, with an equal amount recorded as a reduction of the term loan, non-current on the accompanying Condensed Consolidated Balance Sheets. The reduction of the term loan is being amortized to interest expense over the 60-month loan term. The warrant liability is remeasured at fair value each reporting period, with changes recognized in other (expense) income, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. |
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