TS Innovation Acquisitions Corp. (Form: 8-K, Received: 06/04/2021 06:06:00)

TS INNOVATION ACQUISITIONS CORP.

/s/ Paul A. Galiano

Date: June 3, 2021

Paul A. Galiano

Chief Operating Officer, Chief Financial Officer and Director

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2021

TS Innovation Acquisitions Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-39688	85-3087759
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Rockefeller Center

45 Rockefeller Plaza

New York, New York 10111

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 715-0300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one Warrant	TSIAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	TSIA	The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock	TSIAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Item 5.07

Submission of Matters to a Vote of Security Holders

As previously announced, on January 24, 2021, TS Innovation Acquisitions Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Latch, Inc. (now known as Latch Systems, Inc.), a Delaware corporation (“Latch”), and Lionet Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Latch, with Latch surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”). On June 3, 2021, the Company held a special meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”) in connection with the Business Combination. At the Special Meeting, stockholders of the Company were asked to consider and vote on the proposals identified in the definitive proxy statement/prospectus that it filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2021 (the “Definitive Proxy”).

As of the close of business on May 11, 2021 (the “TSIA Record Date”), 37,500,000 shares of common stock of TSIA, par value $0.0001 per share (“TSIA common stock”), were issued and outstanding and entitled to vote at the Special Meeting. 26,271,342 shares of TSIA common stock were represented in person or by proxy at the Special Meeting, and, therefore, a quorum was present.

Proposals 1, 2, 3, 4, 5 and 6 below were approved and, although sufficient votes were received to approve Proposal 7, an adjournment of the Special Meeting was not necessary due to the approval of Proposals 1, 2, 3, 4, 5 and 6. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

Proposal 1: To consider and vote upon a proposal to approve the Merger Agreement (the “Business Combination Proposal”). The Business Combination Proposal was approved by the following vote.


For	Against	Abstentions
25,722,887	547,815	640

Proposal 2: To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”) (the “Charter Approval Proposal”). The Charter Approval Proposal was approved by the following vote:


For	Against	Abstentions
25,573,921	695,673	1,748

Proposal 3: To consider and act upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with SEC requirements (the “Governance Proposal”).

The Governance Proposal 3A. To increase the number of shares of common stock the Company is authorized to issue to 1,000,000,000 shares and preferred stock the Company is authorized to issue to 100,000,000 shares. The Governance Proposal 3A was approved by the following vote:


For	Against	Abstentions
17,330,403	8,906,727	34,212

The Governance Proposal 3B. To require the vote of at least two-thirds (66 and 2/3%) of the voting power of the outstanding shares of capital stock of the Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter. The Governance Proposal 3B was approved by the following vote:


For	Against	Abstentions
19,198,259	7,054,913	18,170

The Governance Proposal 3C. To require the vote of at least two-thirds (66 and 2/3%) of the voting power of the outstanding shares of capital stock of the Company to adopt, amend, alter, repeal or rescind the bylaws of the Company following the consummation of the Business Combination. The Governance Proposal 3C was approved by the following vote:


For	Against	Abstentions
19,201,527	7,051,253	18,562

The Governance Proposal 3D. To require the vote of at least two-thirds (66 and 2/3%) of the voting power of the outstanding shares of capital stock to remove a director with cause. The Governance Proposal 3D was approved by the following vote:


For	Against	Abstentions
14,411,508	11,842,222	17,612

The Governance Proposal 3E. To divide board of directors (the “Board”) into three classes with only one class of directors being elected in each year and each class serving a three-year term. The Governance Proposal 3E was approved by the following vote:


For	Against	Abstentions
13,799,942	12,452,429	18,971

The Governance Proposal 3F. To remove various provisions related to the Company’s status as special purpose acquisition company that will no longer be relevant. The Governance Proposal 3F was approved by the following vote:


For	Against	Abstentions
25,709,978	554,776	6,588

Proposal 4: To consider and vote upon a proposal to elect seven directors to serve on the Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal”). The voting results for the Director Election Proposal were as follows:


Raju Rishi (Class I)	For	Withheld
	26,249,347	21,995

J. Allen Smith (Class I)	For	Withheld
	26,249,929	21,413

Tricia Han (Class II)	For	Withheld
	26,249,531	21,811

Andrew Sugrue (Class II)	For	Withheld
	23,382,793	2,888,549

Luke Schoenfelder (Class III)	For	Withheld
	26,249,391	21,951

Peter Campbell (Class III)	For	Withheld
	26,249,105	22,237

Robert J. Speyer (Class III)	For	Withheld
	26,248,820	22,522

Proposal 5: To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC (“Nasdaq”): (i) the issuance of shares of TSIA Class A common stock to Latch stockholders pursuant to the Merger Agreement; (ii) the issuance of shares of TSIA Class A common stock pursuant to the Subscription Agreements; and (iii) the issuance of shares of TSIA Class A common stock pursuant to the conversion of TSIA’s Class B common stock, par value $0.0001 per share (the “Nasdaq Proposal”). The Nasdaq Proposal was approved by the following vote:


For	Against	Abstentions
25,708,705	545,515	17,122

Proposal 6: To consider and vote upon a proposal to approve and adopt the Latch, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan Proposal”). The Incentive Award Plan Proposal was approved by the following vote:


For	Against	Abstentions
19,091,759	7,139,352	40,231

Proposal 7: To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal or the Incentive Award Plan Proposal (the “Adjournment Proposal”). The Adjournment Proposal was approved by the following vote:


For	Against	Abstentions
25,463,543	789,889	17,910

Item 8.01.

Other Events.

In connection with the Business Combination, holders of 5,916 shares of the Company’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $59,161.91.

On June 3, 2021, Latch and the Company issued a press release announcing the stockholder approval of the Business Combination.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description

99.1		Press Release issued by Latch and the Company on June 3, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

TS Innovation Acquisition Corp. Stockholders Approve

Business Combination with Latch, Inc.

Nasdaq Ticker Symbol to Become “LTCH” starting on June 7, 2021

NEW YORK, JUNE 3, 2021 — TS Innovation Acquisitions Corp. (NASDAQ: TSIA), a special purpose acquisition company sponsored by an affiliate of leading global real estate developer, owner and investor Tishman Speyer, announced today that its stockholders have approved its business combination with Latch, Inc. (Latch), maker of the full-building enterprise software-as-a-service (SaaS) platform LatchOS.

At a special meeting of TSIA stockholders held today, approximately 98% of the votes cast, representing approximately 69% of TSIA’s outstanding shares, approved the proposed business combination with Latch.

Following an anticipated closing on June 4, 2021, the combined company’s common stock and warrants will be listed on the Nasdaq Global Select Market and will begin trading under the ticker symbols “LTCH” and “LTCHW”, respectively, on June 7, 2021. Latch expects to receive $453 million in cash, net of fees and expenses to be funded in conjunction with the closing of the business combination, which includes $190 million from a previously-announced private placement.

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. Latch recently announced the launch of LatchOS for Offices and Latch Visitor Express at Rockefeller Center, the Empire State Building and Brookfield Place. Latch recently reported strong operating and financing performance during the first quarter of 2021 with a sharp acceleration in bookings and net revenue.

“Our vision, from day one, has been to leverage Tishman Speyer’s global real estate platform and investment expertise in support of an innovative technology company poised for exponential growth,” said TSIA CEO and Chairman Rob Speyer, who also serves as the President and CEO of Tishman Speyer. “We are grateful to our stockholders for sharing our confidence in Latch’s exceptional leadership team and differentiated business model. We look forward to continuing to serve as an accelerator, thought partner and incubator to Latch.”

A Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission on June 3, 2021.

About TS Innovation Acquisitions Corp.

TS Innovation Acquisitions Corp., a Delaware corporation, is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Tishman Speyer Properties, L.P. (“Tishman Speyer”), a leading owner, developer, operator and investment manager of first-class real estate in 28 key markets across the United States, Europe, Asia and Latin America, has sponsored TS Innovation Acquisitions Corp. through its affiliate TS Innovation Acquisitions Sponsor, L.L.C.

About Latch, Inc.

Latch makes spaces better places to live, work, and visit through a system of software, devices, and services. More than one in ten new apartments in the U.S. are currently being built with Latch products, serving customers in more than 35 states through its flagship full-building operating system, LatchOS. For more information, please visit www.latch.com.

About Tishman Speyer (www.tishmanspeyer.com)

Tishman Speyer is a leading owner, developer, operator and investment manager of first-class real estate in 28 key markets across the United States, Europe, Asia and Latin America. We develop, build and manage premier office, residential and retail spaces for industry-leading tenants, as well as state-of-the-art life science centers through our Breakthrough Properties venture. With global vision, on-the-ground expertise and a personalized approach, we are unparalleled in our ability to foster innovation, quickly adapt to global and local trends and proactively anticipate our customers’ evolving needs. By focusing on health and wellness, enlightened placemaking and customer-focused initiatives such as our tenant amenities platform, ZO., and our flexible space and co-working brand, Studio, we tend not just to our physical buildings, but to the people who inhabit them on a daily basis. Since our inception in 1978, Tishman Speyer has acquired, developed, and operated 453 properties, totaling 210 million square feet, with a combined value of approximately $113 billion (U.S.). Our current portfolio includes such iconic assets as Rockefeller Center in New York City, The Springs in Shanghai, TaunusTurm in Frankfurt and the Mission Rock neighborhood currently being realized in San Francisco.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Latch and TSIA, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Latch and the markets in which it operates, and Latch’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of TSIA’s Registration Statement on Form S-1, the proxy statement/prospectus filed by TSIA with the SEC in connection with the business combination, and other documents filed by TSIA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Latch and TSIA

assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Latch nor TSIA gives any assurance that either Latch or TSIA will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by Latch or TSIA or any other person that the events or circumstances described in such statement are material.

CONTACTS

Eric Kuo

ekuo@rubenstein.com

718-753-8833

Rick Matthews

rmatthews@rubenstein.com

862-266-4779