SEC Form SC 13G/A filed by Latch Inc. (Amendment)

2/14/23 3:48:24 PM ET

$LTCH

EDP Services

Technology

Get the next $LTCH alert in real time by email

SC 13G/A 1 formsc-13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

LATCH, INC.

(f/k/a TS INNOVATION ACQUISITIONS CORP.)

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

51818V106

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Investment Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Capital LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Spruce House Partnership LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Spruce House Partnership (AI) LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Spruce House Partnership (QP) LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zachary Sternberg
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

CUSIP No.

51818V106

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Benjamin Stein
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC

CUSIP No.

51818V106

Item 1.	(a).	Name of Issuer:

		Latch, Inc. (f/k/a TS Innovation Acquisitions Corp.)

	(b).	Address of issuer’s principal executive offices:

		508 West 26^th Street, Suite 6G
		New York, New York 10001

Item 2.	(a).	Name of person filing:

		Spruce House Investment Management LLC
		Spruce House Capital LLC The Spruce House Partnership LLC
		The Spruce House Partnership (AI) LP The Spruce House Partnership (QP) LP
		Zachary Sternberg
		Benjamin Stein

	(b).	Address or principal business office or, if none, residence:

		Spruce House Investment Management LLC
		Spruce House Capital LLC The Spruce House Partnership LLC
		435 Hudson Street, 8th Floor
		New York, New York 10014

		The Spruce House Partnership (AI) LP The Spruce House Partnership (QP) LP
		c/o Spruce House Capital LLC
		435 Hudson Street, 8th Floor
		New York, New York 10014

		Zachary Sternberg
		Benjamin Stein
		c/o Spruce House Investment Management LLC
		435 Hudson Street, 8th Floor
		New York, New York 10014

	(c).	Citizenship:

		Spruce House Investment Management LLC – Delaware limited liability company
		Spruce House Capital LLC – Delaware limited liability company The Spruce House Partnership LLC – Delaware limited liability company
		The Spruce House Partnership (AI) LP – Delaware limited partnership The Spruce House Partnership (QP) LP – Delaware limited partnership

		Zachary Sternberg – United States of America
		Benjamin Stein – United States of America

	(d).	Title of class of securities:

		Common Stock, $0.0001 Par Value

	(e).	CUSIP No.:

		51818V106

Item 3.

If This Statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)	[_]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[_]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[_]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[_]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	[_]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)	[_]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[_]	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	[_]	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

		Spruce House Investment Management LLC – 0 shares
		Spruce House Capital LLC – 0 shares
		The Spruce House Partnership LLC – 0 shares
		The Spruce House Partnership (AI) LP – 0 shares
		The Spruce House Partnership (QP) LP – 0 shares
		Zachary Sternberg – 0 shares
		Benjamin Stein – 0 shares

(b)

Percent of class:

		Spruce House Investment Management LLC – 0%*
		Spruce House Capital LLC – 0%*
		The Spruce House Partnership LLC – 0%*
		The Spruce House Partnership (AI) LP – 0%*
		The Spruce House Partnership (QP) LP – 0%*
		Zachary Sternberg – 0%*
		Benjamin Stein – 0%*

(c)

Number of shares as to which Spruce House Investment Management LLC has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which Spruce House Capital LLC has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which The Spruce House Partnership LLC has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which The Spruce House Partnership (AI) LP has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which The Spruce House Partnership (QP) LP has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which Zachary Sternberg has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Number of shares as to which Benjamin Stein has:

(i)	Sole power to vote or to direct the vote	0	,

(ii)	Shared power to vote or to direct the vote	0	,

(iii)	Sole power to dispose or to direct the disposition of	0	,

(iv)	Shared power to dispose or to direct the disposition of	0	.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

Item 9.

Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023	Spruce House Investment Management LLC

	By:	/s/ Zachary Sternberg
	Name:	Zachary Sternberg
	Title:	Managing Member

	Spruce House Capital LLC

	By:	/s/ Zachary Sternberg
	Name:	Zachary Sternberg
	Title:	Managing Member

	The Spruce House Partnership LLC

	By:	/s/ Zachary Sternberg
	Name:	Zachary Sternberg
	Title:	Managing Member

	The Spruce House Partnership (AI) LP The Spruce House Partnership (QP) LP

	By:	Spruce House Capital LLC
		Its general partner

	By:	/s/ Zachary Sternberg
	Name:	Zachary Sternberg
	Title:	Managing Member

	/s/ Zachary Sternberg
	Zachary Sternberg

	/s/ Benjamin Stein
	Benjamin Stein

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Get the next $LTCH alert in real time by email

Date	Price Target	Rating	Analyst
7/25/2022	$3.25 → $1.14	Mkt Perform → Underperform	Keefe Bruyette
7/22/2022	$5.00	Neutral	Cantor Fitzgerald
2/25/2022	$16.00 → $5.00	Overweight → Neutral	Cantor Fitzgerald
2/14/2022	$7.50	Mkt Perform	Keefe Bruyette
2/8/2022	$8.00	Buy	Colliers Securities
1/21/2022	$11.50	Buy	DA Davidson
1/11/2022	$8.00	Buy	Berenberg
11/18/2021	$15.00	Outperform	Imperial Capital

SEC Form SC 13G/A filed by Latch Inc. (Amendment)

Chat with this insight

Recent Analyst Ratings for
$LTCH

$LTCH
Large Ownership Changes

This live feed shows all institutional transactions in real time.

SEC Form SC 13G filed by Latch Inc.

Amendment: SEC Form SC 13D/A filed by Latch Inc.

SEC Form SC 13D filed by Latch Inc.

$LTCH
SEC Filings

Latch Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

SEC Form NT 10-K filed by Latch Inc.

Latch Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

$LTCH
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

Latch downgraded by Keefe Bruyette with a new price target

Cantor Fitzgerald resumed coverage on Latch with a new price target

Latch downgraded by Cantor Fitzgerald with a new price target

$LTCH
Press Releases

Fastest customizable press release news feed in the world

$LTCH
Financials

Live finance-specific insights

Latch Announces New Leadership Team

Latch Completes Restatement of Previously Issued Financial Statements and Files 2022 Annual Report on Form 10-K

Latch Announces DOOR Bug, an AI-Powered Intelligent Sensor, at ISC East 2024

Latch Reports First Quarter 2022 Financial Results

Latch to Report First Quarter 2022 Financial Results

Latch Reports Fourth Quarter and Full Year 2021 Financial Results

$LTCH
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

New insider Patel Priyen N claimed ownership of 403,350 shares (SEC Form 3)

New insider Mayfield Jeffrey M claimed no ownership of stock in the company (SEC Form 3)

New insider Lillis David J claimed no ownership of stock in the company (SEC Form 3)

$LTCH
Leadership Updates

Live Leadership Updates

Latch Announces New Leadership Team

Serve Robotics Appoints Former GoPro VP Euan Abraham to Lead Vehicle Development Efforts

SEC Form SC 13G/A filed by Latch Inc. (Amendment)

Chat with this insight

Recent Analyst Ratings for $LTCH

$LTCH Large Ownership Changes

This live feed shows all institutional transactions in real time.

SEC Form SC 13G filed by Latch Inc.

Amendment: SEC Form SC 13D/A filed by Latch Inc.

SEC Form SC 13D filed by Latch Inc.

$LTCH SEC Filings

Latch Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

SEC Form NT 10-K filed by Latch Inc.

Latch Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

$LTCH Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

Latch downgraded by Keefe Bruyette with a new price target

Cantor Fitzgerald resumed coverage on Latch with a new price target

Latch downgraded by Cantor Fitzgerald with a new price target

$LTCH Press Releases

Fastest customizable press release news feed in the world

$LTCH Financials

Live finance-specific insights

Latch Announces New Leadership Team

Latch Completes Restatement of Previously Issued Financial Statements and Files 2022 Annual Report on Form 10-K

Latch Announces DOOR Bug, an AI-Powered Intelligent Sensor, at ISC East 2024

Latch Reports First Quarter 2022 Financial Results

Latch to Report First Quarter 2022 Financial Results

Latch Reports Fourth Quarter and Full Year 2021 Financial Results

$LTCH Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

New insider Patel Priyen N claimed ownership of 403,350 shares (SEC Form 3)

New insider Mayfield Jeffrey M claimed no ownership of stock in the company (SEC Form 3)

New insider Lillis David J claimed no ownership of stock in the company (SEC Form 3)

$LTCH Leadership Updates

Live Leadership Updates

Latch Announces New Leadership Team

Serve Robotics Appoints Former GoPro VP Euan Abraham to Lead Vehicle Development Efforts

Recent Analyst Ratings for
$LTCH

$LTCH
Large Ownership Changes

$LTCH
SEC Filings

$LTCH
Analyst Ratings

$LTCH
Press Releases

$LTCH
Financials

$LTCH
Insider Trading

$LTCH
Leadership Updates