0000905718-22-000351.txt : 20220214 0000905718-22-000351.hdr.sgml : 20220214 20220214161802 ACCESSION NUMBER: 0000905718-22-000351 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: JOSH WOLFE GROUP MEMBERS: LUX CO-INVEST OPPORTUNITIES, L.P. GROUP MEMBERS: LUX CO-INVEST PARTNERS, LLC GROUP MEMBERS: LUX VENTURE PARTNERS IV, LLC GROUP MEMBERS: LUX VENTURES IV, L.P. GROUP MEMBERS: PETER HEBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Latch, Inc. CENTRAL INDEX KEY: 0001826000 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 853087759 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91840 FILM NUMBER: 22632320 BUSINESS ADDRESS: STREET 1: 508 WEST 26TH STREET STREET 2: SUITE 6G CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (917) 338-3915 MAIL ADDRESS: STREET 1: 508 WEST 26TH STREET STREET 2: SUITE 6G CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: TS Innovation Acquisitions Corp. DATE OF NAME CHANGE: 20200924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lux Capital Management, LLC CENTRAL INDEX KEY: 0001592843 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LUX CAPITAL MANAGEMENT, LLC STREET 2: 920 BROADWAY, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-475-4385 MAIL ADDRESS: STREET 1: LUX CAPITAL MANAGEMENT, LLC STREET 2: 920 BROADWAY, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 SC 13G/A 1 latch_sc13gam1dec312021.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Latch, Inc.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

51818V106

 

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] 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) Names of Reporting Persons
  Lux Capital Management, LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 11,312,962*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 11,312,962*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  11,312,962*  
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
  [   ]  
(11) Percent of Class Represented by Amount in Row (9)
  8.0%*  
(12) Type of Reporting Person
  OO (Limited Liability Company)  
 

 * See Item 4 for additional information.

 
 

 

CUSIP No.  51818V106
(1) Names of Reporting Persons
  Lux Ventures IV, L.P.  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 7,228,469*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 7,228,469*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  7,228,469*  
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
  [   ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.1%*  
(12) Type of Reporting Person
  PN  
 

 * See Item 4 for additional information.

 

 

 

 
 

 

CUSIP No.  51818V106
(1) Names of Reporting Persons
    Lux Co-Invest Opportunities, L.P.  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 4,084,493*  
  (7) Sole Dispositive Power:     0*  
  (8) Shared Dispositive Power: 4,084,493*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  4,084,493*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  2.9%*  
(12) Type of Reporting Person
  PN  
               

* See Item 4 for additional information.

 
 

 

 

CUSIP No. 51818V106

(1) Names of Reporting Persons
  Lux Venture Partners IV, LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 7,228,469*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 7,228,469*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  7,228,469*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.1%*  
(12) Type of Reporting Person
  OO (Limited Liability Company)  
 

 * See Item 4 for additional information.

 
 

 

CUSIP No.  51818V106
(1) Names of Reporting Persons
  Lux Co-Invest Partners, LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 4,084,493*  
  (7) Sole Dispositive Power:     0*  
  (8) Shared Dispositive Power: 4,084,493*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  4,084,493*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  2.9%*  
(12) Type of Reporting Person
  OO (Limited Liability Company)  
               

* See Item 4 for additional information.

 
 

 

 

CUSIP No. 51818V106

(1) Names of Reporting Persons
    Peter Hebert  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  United States of America  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 11,312,962*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 11,312,962*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  11,312,962*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  8.0%*  
(12) Type of Reporting Person
  IN  
 

 * See Item 4 for additional information.

 

 
 

 

 

 

 

CUSIP No. 51818V106

(1) Names of Reporting Persons
  Josh Wolfe  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  United States of America  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 11,312,962*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 11,312,962*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  11,312,962*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  8.0%*  
(12) Type of Reporting Person
  IN  
 

 * See Item 4 for additional information.

 

 

 

 
 

 

Item 1(a).  Name Of Issuer:  

 

Latch, Inc., a Delaware corporation (the “Company”).

 
     
Item 1(b).  Address of Issuer’s Principal Executive Offices:  
 

508 West 26th Street, Suite 6G

New York, New York 10001

 

 

Item 2(a).  Name of Person Filing:  
  This Schedule 13G is being jointly filed by (i) Lux Capital Management, LLC (“LCM”), (ii) Lux Ventures IV, L.P. (“LVIV”), (iii) Lux Co-Invest Opportunities, L.P. (“LCIO”), (iv) Lux Venture Partners IV, LLC (“LVP”), (v) Lux Co-Invest Partners, LLC (“LCP”), (vi) Peter Hebert (“Mr. Hebert”) and (vii) Josh Wolfe (“Mr. Wolfe”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  
Item 2(b).  Address of Principal Business Office or, if None, Residence:  
 

The address for the Reporting Persons is: c/o Lux Capital Management, 920 Broadway 11th Floor, New York, NY 10010.

 

 
Item 2(c).  Citizenship:  
  Each of LCM, LVIV, LCIO, LVP, and LCP are organized under the laws of Delaware. Peter Hebert and Josh Wolfe are citizens of the United States.   
Item 2(d).  Title of Class of Securities:  
  Common Stock, par value $0.0001 per share (the “Common Stock”).  
Item 2(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:
  Not Applicable.
 

 

 
 

 

Item 4.  Ownership:

As reported in the cover pages to this report, the ownership information with respect to each of LVIV and LVP is as follows:

 
     
  (a) Amount Beneficially Owned: 7,228,469*  
  (b) Percent of Class: 5.1%*  
  (c) Number of Shares as to which such person has:    
  (i) sole power to vote or to direct the vote: 0*  
  (ii) shared power to vote or to direct the vote: 7,228,469*  
  (iii) sole power to dispose or to direct the disposition of: 0*  
  (iv) shared power to dispose or to direct the disposition of: 7,228,469*  
           

 

As reported in the cover pages to this report, the ownership information with respect to LCIO and LCP is as follows:
 
(a)    Amount Beneficially Owned: 4,084,493*
(b)    Percent of Class: 2.9%*
(c)    Number of Shares as to which such person has:  
  (i) sole power to vote or to direct the vote: 0*
  (ii) shared power to vote or to direct the vote: 4,084,493*
  (iii) sole power to dispose or to direct the disposition of: 0*
  (iv) shared power to dispose or to direct the disposition of: 4,084,493*
         

 

 

As reported in the cover pages to this report, the ownership information with respect to each of LCM, Mr. Hebert and Mr. Wolfe is as follows:

 
     
  (a) Amount Beneficially Owned: 11,312,962*  
  (b) Percent of Class: 8%*  
  (c) Number of Shares as to which such person has:    
  (i) sole power to vote or to direct the vote: 0*  
  (ii) shared power to vote or to direct the vote: 11,312,962*  
  (iii) sole power to dispose or to direct the disposition of: 0*  
  (iv) shared power to dispose or to direct the disposition of: 11,312,962*  

 

*As of the date hereof, each of LCM, Mr. Hebert and Mr. Wolfe may be deemed to beneficially own an aggregate of 11,312,962 shares of Common Stock, reported as follows: (i) 7,228,469 shares of Common Stock held directly by LVIV; and (ii) 4,084,493 shares of Common Stock held directly by LCIO. LVP may be deemed to beneficially own 7,228,469 shares of Common Stock held directly by LVIV. LCP may be deemed to beneficially own 4,084,493 shares of Common Stock held directly by LCIO. LVP is the general partner of LVIV and exercises voting and dispositive power over the shares held by LVIV. LCP is the general partner of LCIO and exercises voting and dispositive power over the shares held by LCIO. LCM serves as the investment manager for each of LVP and LCP and, as such, may be deemed to share voting and dispositive power for the shares held by each of LVIV and LCIO. Mr. Hebert and Mr. Wolfe are the sole managers of LVP and LCP and may be deemed to share voting and dispositive power for the shares held by each of LVIV and LCIO.

 

As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (i) each of LCM, Mr. Hebert and Mr. Wolfe may be deemed to beneficially own 11,312,962 shares of Common Stock of the Company, representing approximately 8.0% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021, (ii) LVP may be deemed to beneficially own 7,228,469 shares of Common Stock held directly by LVIV, representing approximately 5.1% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021, and (iii) LCP may be deemed to beneficially own 4,084,493 shares of Common Stock held directly by LCIO, representing approximately 2.9% of the shares of Common Stock of the Company deemed issued and outstanding as of December 31, 2021.

 

The reported beneficial ownership percentage is based upon approximately 142,219,716 shares of Common Stock issued and outstanding as of November 8, 2021, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.

 

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:
  Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
  Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
  Not Applicable.
Item 9.  Notice of Dissolution of Group:
  Not Applicable.
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.

 

 

 
 

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.

 

  February 14, 2022  
     
  LUX CAPITAL MANAGEMENT, LLC  
     
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
   Title: Managing Member  
     
  LUX VENTURES IV, L.P.  
     
 

By: Lux Venture Partners IV, LLC, its General Partner

 

 
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
  Title: Managing Member  
     
  LUX VENTURE PARTNERS IV, LLC  
     
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
   Title: Managing Member  
     
 

LUX CO-INVEST OPPORTUNITIES, L.P.

 

 
  By: Lux Co-Invest Partners, LLC, its General Partner  
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
 

Title: Managing Member

 

 
  LUX CO-INVEST PARTNERS, LLC  
     
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
   Title: Managing Member  
                 

 

   
      /s/ Peter Hebert  
      Peter Hebert  
         
      /s/ Josh Wolfe  
      Josh Wolfe  
                 

 

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 
 
 

Exhibit Index 

Exhibit

 

1.     Joint Filing Agreement, dated as of February 14, 2022 by and among Lux Capital Management, LLC, Lux Ventures IV, L.P., Lux Co-Invest Opportunities, L.P., Lux Venture Partners IV, LLC, Lux Co-Invest Partners, LLC, Peter Hebert, and Josh Wolfe.

EX-1 2 latch_ex1dec312021.htm JOINT FILING AGREEMENT

Exhibit 1

  

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Latch, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit 1 to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 14th day of February, 2022.

 

 

  February 14, 2022  
     
  LUX CAPITAL MANAGEMENT, LLC  
     
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
   Title: Managing Member  
     
  LUX VENTURES IV, L.P.  
     
 

By: Lux Venture Partners IV, LLC, its General Partner

 

 
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
  Title: Managing Member  
     
  LUX VENTURE PARTNERS IV, LLC  
     
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
   Title: Managing Member  
     
 

LUX CO-INVEST OPPORTUNITIES, L.P.

 

 
  By: Lux Co-Invest Partners, LLC, its General Partner  
     
  By: /s/ Peter Hebert  
  Name: Peter Hebert  
 

Title: Managing Member

 

 
                 
  LUX CO-INVEST PARTNERS, LLC
   
   
  By: /s/ Peter Hebert
  Name: Peter Hebert
   Title: Managing Member
 

 

 

      /s/ Peter Hebert  
      Peter Hebert  
         
      /s/ Josh Wolfe  
      Josh Wolfe