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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-39688

Latch, Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-3087759
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1220 N. Price Road, Suite 2
Olivette, Missouri 63132 (314) 200-5218
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

None.

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

Title of each class Common stock, par value $0.0001 per share Warrants, each whole warrant exercisable for one share of common stock, at an exercise price of $11.50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of June 30, ~~2023,~~2025 ~~the aggregate market value of the voting~~ and ~~non-voting common equity held by non-affiliates of the registrant was approximately $161.0 million (based upon the closing sales price of such stock as reported by Nasdaq on such date). As of~~ June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $18.8 million and $44.7 million, respectively (based upon the last trading price of such stock as reported by the OTC Markets on such ~~date~~dates).

As of ~~March 21~~October 31, 2025, there were 164,~~825~~034,~~277~~812 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-K, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. ~~The forward-looking statements in this Form 10-K are only predictions.~~ We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Form 10-K and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under Part I, Item 1A. “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:

•our ability to remediate the material weaknesses we identified in our internal control over financial reporting and the timing of such remediation;

•the performance of the Company’s stock, particularly given the limited liquidity and depressed trading prices of the Company’s common stock as a result of delisting of the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”);

•whether the Company’s common stock and warrants, which are trading on OTC Markets Group Inc.’s (“OTC”) Expert Market (the “OTC Expert Market”), may remain on the OTC Expert Market rather than be listed on the OTCQX, OTCQB or OTC Pink markets;

•developments in the pending stockholder class action and derivative complaints or other legal proceedings, relating to the Investigation and Restatement (each as defined below) or otherwise;

•regulatory disputes and governmental inquiries, including the SEC Investigation (as defined below);

•privacy and data protection laws, privacy or data breaches or the loss of data;

•the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

•increases in component costs, long lead times, supply shortages and other disruptions to our supply chain;

•delays in construction timelines at our customers’ building sites;

•any defects in new products or enhancements to existing products;

•our ability to continue to develop new products, services and innovations to meet constantly evolving customer demands;

•our ability to hire, retain, manage and motivate employees, including key personnel;

•the impact of workforce reductions on our business, financial condition and results of operations;

•our ability to improve operating and financial results and attain profitability;

•compliance with laws and regulations applicable to our business;

•the impact of macroeconomic conditions on our business, our suppliers and our existing and potential customers;

•our ability to upgrade and maintain our information technology systems;

•our ability to acquire and protect intellectual property;

•our ability to successfully identify, complete, integrate and realize synergies from acquisitions, such as the ~~HDW Acquisition and the~~ HelloTech Merger (~~each~~ as defined below), including the ability to retain key personnel from such acquisitions;

•the potential adverse impact of the ~~HDW Acquisition,~~ HelloTech Merger and any future acquisitions, including the potential increase in risks already existing in our operations, poor performance or decline in value of ~~HDW~~HelloTech, ~~HelloTech~~Inc. or other acquired businesses and unexpected costs or liabilities that may arise from the ~~HDW Acquisition,~~ HelloTech Merger or any future acquisitions; and

•the impact of remediating the findings of the Investigation.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions

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~~Because forward-looking statements are inherently subject to risks and uncertainties, some~~ of ~~which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of~~ future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

You should read this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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			Page
Part I
Item 1. Business			1
Item 1A. Risk Factors			128
Item 1B. Unresolved Staff Comments			4744
Item 1C. Cybersecurity			4844
Item 2. Properties			4945
Item 3. Legal Proceedings			4945
Item 4. Mine Safety Disclosures			4946
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			5047
Item 6. Reserved			5149
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			5249
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			6563
Item 8. Financial Statements and Supplementary Data			6664
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			120
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures			115
Item 9A. Controls and Procedures			~~120~~115
Item 9B. Other Information			~~123~~118
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections			123
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			118
Part III
Item 10. Directors, Executive Officers and Corporate Governance			~~124~~119
Item 11. Executive Compensation			~~128~~124
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters			141
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			130
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~143~~132
Item 14. Principal Accounting Fees and Services			~~146~~136
Part IV
Item 15. Exhibits, Financial Statement Schedules			148
Item 15. Exhibits and Financial Statement Schedules			137
Item 16. Form 10-K Summary			~~150~~138
Signatures			~~151~~139

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PART I

Item 1. Business

Unless the context otherwise requires, references in this subsection to “we,” “our,” “Latch” and the “Company” refer to the business and operations of Latch Systems, Inc. (formerly known as Latch, Inc.) and its consolidated subsidiaries prior to the Business Combination (as defined below) and to Latch, Inc. (formerly known as TS Innovation Acquisitions Corp.) and its consolidated subsidiaries following the consummation of the Business Combination.

Overview

Latch is a technology company ~~primarily~~delivering ~~serving~~an ~~the~~integrated ~~multifamily~~ecosystem ~~rental~~of ~~home~~hardware, ~~market~~software ~~segment~~and ofservices ~~the~~designed ~~smart~~to ~~building~~enhance ~~industry~~operations ~~deploying~~and ~~hardware~~experiences ~~and~~within ~~software~~buildings, ~~technology~~primarily toserving ~~digitize~~the ~~otherwise~~multifamily ~~manual~~rental ~~processes~~market. In August 2025, ~~including~~we ~~building~~rebranded ~~and~~as ~~unit~~DOOR, ~~access~~although ~~and~~our ~~in-unit~~legal ~~device~~name ~~control.~~remains Latch, Inc.

WeOur ~~combine~~core ~~hardware,~~offering ~~software~~is ~~and~~built ~~services~~around ~~into~~ a ~~system that enables smart access for users of a multifamily building~~proprietary, enabling easier, more modernized experiences for residents and visitors, more efficient operations for building owners and property managers and more convenient interaction for service providers. We designed and developed a cloud-based software-as-a-service (“SaaS”) platform (the “~~Latch~~DOOR Platform”) tothat ~~address~~powers ~~the~~and ~~access~~manages ~~requirements~~our suite of ~~modern~~smart ~~multifamily~~access ~~buildings.~~control ~~Our~~devices ~~customers~~(including ~~include real estate developers~~locks, ~~builders,~~readers ~~building~~and ~~owners~~intercoms) and ~~property~~smart ~~managers~~home indevices ~~the~~and ~~multifamily~~integrates ~~market~~with ~~segment~~other inconnected ~~the~~devices ~~United~~within ~~States~~a ~~and Canada~~building.

~~The~~We ~~Latch~~provide ~~Platform~~solutions ~~consists~~that ofstreamline ~~features~~building ~~that~~management ~~our~~for ~~customers~~property ~~select~~owners toand ~~match~~operators, ~~their~~offer ~~specific~~modern ~~building’s~~convenience orand ~~portfolio’s~~security ~~needs,~~for ~~with~~residents ~~software~~and ~~bundles~~simplify ~~based~~interactions onfor ~~the~~visitors ~~specific~~and ~~features~~service providers. While our foundation remains smart access control, we are actively expanding the ~~customer~~DOOR ~~selects~~Platform and our device integrations to encompass broader smart home solutions, managing devices such as sensors, thermostats and lighting. ~~Customers~~This ~~separately~~ongoing ~~purchase~~expansion leverages our ~~hardware~~established ~~devices~~platform to ~~complement~~create more connected and efficient buildings as we lay the ~~selected~~groundwork ~~bundles~~for a building intelligence platform, automating and streamlining building operations, including work order management and automation, property maintenance and unit inspections and repairs.

~~There~~Our ~~are~~customers, ~~three~~which ~~tiers~~include ofreal ~~bundles~~estate ~~based~~developers, onbuilders, owners and property ~~type~~managers ~~and~~in ~~service~~the ~~level~~United States and Canada, astypically ~~detailed~~purchase ~~below.~~our Ahardware ladevices ~~carte~~(directly ~~options~~or ~~are~~indirectly ~~also~~through ~~available~~our ~~for~~channel ~~property~~partner ~~owners~~network) ~~looking~~and todirectly ~~customize~~license orour ~~create~~SaaS aplatform. ~~bespoke~~Residents ~~experience~~interact ~~based~~with onthe ~~their~~DOOR ~~priorities~~Platform through the DOOR mobile application and ~~preferred~~its ~~resident~~predecessor ~~experience.~~Latch ~~The~~mobile ~~three~~application ~~bundle~~(together, ~~tiers~~the ~~consist~~“DOOR ofApp”). Through the ~~following:~~DOOR App, residents access common areas and unlock residential doors, provide guest access, manage smart home devices and book services.

~~•Base:~~Our ~~Base-building~~professional services offerings are integral to ensuring successful deployment of the DOOR Platform and ~~common~~ongoing ~~area~~support for our customers and their residents. This includes connecting our multifamily property customers with our partners for installation of Latch and third-party smart access ~~solution~~and ~~with~~smart ~~basic~~home ~~property~~hardware, ~~management~~ensuring ~~capabilities~~that solutions are implemented efficiently and correctly.

~~•Complete:~~Complementing ~~Full~~our multifamily installation capabilities, our wholly-~~building~~owned ~~smart~~subsidiary, ~~access~~HelloTech, Inc. (“HelloTech”), provides a scalable, nationwide network of skilled independent technicians. HelloTech connects these service providers with residents and property ~~management~~managers ~~solution~~seeking ~~with~~a ~~robust~~wide ~~data~~range of on-demand technical services, ~~insights~~such as TV mounting and ~~analytics~~smart home device installation and set-up, as well as broader home services, such as furniture assembly, handyman services and home cleaning.

~~•Enterprise: Full-building solution with integrations~~Additionally, ~~Software~~we ~~Development~~offer ~~Kits~~a ~~(“SDKs”)~~comprehensive ~~and~~property ~~premium~~management ~~customer~~service ~~success~~in and ~~customer~~around ~~support~~Boston, Massachusetts.

~~After~~Corporate Latch devices have been installed and the Latch Platform has been set up at a building, property managers or channel partners add residents as users to the Latch Platform. Upon move-in, the resident-facing Latch application enables residents to unlock connected spaces in Latch buildings, such as primary or secondary entries, package rooms, common areas and unit doors. In June 2024, we announced the launch of the DOOR application, which provides similar functionalities as the Latch application while also enabling additional services for residents (such application, together with the Latch application, the “Latch App”). The DOOR application is available to certain customers, and we expect to make it available to additional customers throughout 2025. Within the Latch App, residents and property managers can monitor and control Internet-of-Things (“IoT”) devices, such as leak detectors, smart thermostats or smart lighting, remotely view visitors at the front door and provide access. The average Latch App user interacts with the Latch App multiple times per day, and in the future, we believe that Latch has an opportunity to provide users with new offerings and services through the Latch App.History

InTS ~~addition~~Innovation Acquisitions Corp. (“TSIA”) was incorporated in Delaware on September 18, 2020 as a special purpose acquisition company formed to ~~our~~acquire ~~core~~one ~~smart~~or ~~access~~more operating businesses through a business ~~described~~combination. ~~above~~On January 24, we2021, ~~recently~~TSIA ~~acquired~~entered ~~certain~~into ~~property~~an ~~management~~agreement and ~~service-provider~~plan ~~focused~~of ~~businesses~~merger (the “TSIA Merger Agreement”) by and among Latch Systems, asInc., ~~described~~a Delaware corporation formed in ~~more~~2014 ~~detail~~(“Legacy ~~below~~Latch”), ~~under~~TSIA and Lionet Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of TSIA (“~~Recent~~Merger ~~Developments~~Sub”). On June 4, 2021 (the “TSIA Closing Date”), ~~The~~we ~~integration~~consummated ofthe ~~these~~merger, ~~new~~pursuant ~~businesses~~to iswhich atMerger anSub ~~early~~merged ~~stage~~with and into Legacy Latch, with Legacy Latch becoming a wholly-owned subsidiary of TSIA (the “Business Combination” and, collectively with the ~~impact~~other transactions described in the TSIA Merger Agreement, the “Transactions”). In connection with the consummation of ~~these~~the ~~businesses~~Transactions (the “Closing”), the post-combination company, TSIA, changed its name from TS Innovation Acquisitions Corp. to Latch, Inc. On June 7, 2021, the Company’s common stock and warrants began trading on ~~our~~Nasdaq ~~results~~under ofthe ~~operations~~ticker ~~remains~~symbols ~~uncertain~~“LTCH” and “LTCHW,” respectively.

Market Opportunity

Real estate is the world’s largest asset class. We believe the market of large investor-owned and investor-managed buildings represents a significant opportunity for us. We expect to augment our existing product suite to fit the needs of customers and stakeholders across the real estate industry.

Currently, we primarily serve the multifamily rental home markets in the United States. Based on U.S. census data for 2022, there are approximately 27 million multifamily units (in buildings with five or more home units) in the United States. Multifamily real estate ownership is highly fragmented, with the top 50 multifamily owners holding less than 10% of total

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~~multifamily~~In ~~home~~connection ~~units~~with inour ~~the~~rebrand ~~United~~to ~~States.~~DOOR, ~~Within~~in ~~the~~August ~~multifamily~~2025, ~~rental~~Latch ~~home~~Systems, ~~market~~Inc., weour ~~target~~primary ~~new~~operating ~~construction~~entity and ~~retrofits~~a wholly-owned subsidiary of ~~existing~~Latch, ~~buildings~~Inc., changed its name to DOOR Systems, Inc (“Latch Systems” or “DOOR Systems,” as the context requires).

~~New~~Investigation ~~Multifamily~~and ~~Construction~~ Restatement

~~According~~During tothe Uquarter ended June 30, 2022, the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Board”) commenced an investigation (the “Investigation”) of certain of the Company’s key performance indicators and revenue recognition practices, including the accounting treatment, financial reporting and internal controls related thereto.S Following the Investigation, the Company completed a comprehensive review of its previously issued financial statements (the “Financial Statement Review”). ~~census~~The ~~data~~Company identified errors related to, ~~between~~among ~~2019~~other items: (i) revenue recognition on hardware and ~~2023~~software sales, an(ii) ~~average~~revenue recognition and billing on software licenses, (iii) recognition of ~~approximately~~various ~~351~~expenses,~~000~~ ~~new~~and ~~multifamily~~(iv) ~~rental~~errors ~~home~~in ~~units~~certain ~~were~~key ~~built~~performance ~~each~~indicators, ~~year~~including “bookings” and related metrics. As a result of the Investigation and Financial Statement Review, ~~representing~~the ~~new~~Company ~~construction~~restated ~~completions~~certain of its financial statements (the “Restatement”) in its Annual Report on Form 10-K for ~~buildings~~the ~~with~~year ~~five~~ended orDecember ~~more~~31, ~~home~~2022 ~~units~~(the “2022 Annual Report”).

~~Multifamily~~HDW ~~Retrofits~~ Acquisition

~~Smart~~On ~~access~~May ~~retrofit~~15, ~~projects~~2023, ~~can~~the beCompany, ~~initiated~~LS asKey ~~part~~Merger Sub 1, Inc., a wholly-owned subsidiary of ~~major~~the orCompany ~~regular~~(“Merger ~~property~~Sub ~~maintenance~~I”), ~~upon~~and aLS ~~building~~Key ~~sale~~Merger orSub as2, LLC, a ~~stand~~wholly-~~alone~~owned ~~project.~~subsidiary Asof ~~adoption~~the ofCompany ~~smart~~(“Merger ~~access~~Sub ~~grows~~II”), weentered ~~expect~~into an Agreement and Plan of Merger (as amended, the ~~retrofit~~“HDW ~~market~~Merger toAgreement”) ~~become~~with ~~increasingly~~Honest ~~important~~Day’s Work, Inc. ~~Since~~(“HDW”). ~~our~~On ~~launch~~July 3, we2023 ~~have~~(the ~~seen~~“HDW Closing Date”), ~~and~~(i) ~~expect~~Merger toSub ~~continue~~I tomerged ~~see~~with and into HDW, with HDW continuing as the ~~share~~surviving ofcorporation, ~~our~~and ~~business~~subsequently, ~~coming~~(ii) ~~from~~HDW ~~retrofit~~merged ~~opportunities~~with ~~increasing.~~and Ininto ~~order~~Merger toSub ~~meet~~II, ~~the~~with ~~particular~~Merger ~~needs~~Sub ofII ~~this~~continuing ~~growing~~as ~~segment~~the insurviving entity and a ~~cost~~wholly-~~effective~~owned ~~way~~subsidiary ~~while~~of ~~providing~~the ~~customers~~Company ~~and~~(collectively, ~~their~~the ~~residents~~“HDW ~~with~~Acquisition”). aThe ~~high-quality~~HDW ~~experience,~~Acquisition weallowed ~~may~~the ~~partner~~Company ~~with~~to ~~other~~acquire ~~access~~HDW’s ~~hardware~~technology ~~manufacturers~~assets to ~~develop~~accelerate ~~compatible~~the ~~products~~development ~~that~~of ~~serve~~the Company’s platform, enable the ~~particular~~Company ~~needs~~to ofoffer ~~retrofit~~resident ~~buildings~~services and incorporate HDW’s team members.

~~The~~Business ~~Latch Platform~~Update

~~The~~Launch Latch Platform is a full building software platform that brings together the elements that make up the modern building experience for building owners, property managers, residents, visitors and service providers. The Latch Platform is comprised of ~~the~~Door ~~following~~Property ~~software products:~~Management

~~•Mission~~In ~~Control~~March -2024, ~~Latch’s~~the ~~central~~Company announced the launch of Door Property Management, ~~web~~LLC, a wholly-~~based~~owned ~~application~~subsidiary ~~for~~of ~~building~~the ~~owners~~Company (“DPM”), in conjunction with the acquisition of the property ~~managers~~management ~~and~~business ~~channel~~of ~~partners.~~The ~~Our~~Broadway ~~fully~~Company, ~~integrated~~a ~~system~~Boston-based ~~lets~~real ~~property~~estate ~~managers~~investment ~~support~~company (“Broadway”). Additionally, the ~~resident~~Company ~~experience~~purchased ~~from~~the aproperty ~~single~~management ~~software~~division ~~application.~~of ~~From~~Boston ~~Mission~~Realty ~~Control~~Advisors in June 2024. Together, ~~property~~these ~~managers~~acquisitions ~~can~~(the “Property Management Acquisitions”) enable ~~move-ins,~~the ~~control~~Company ~~access~~to ~~sharing,~~(i) ~~resolve~~operate ~~issues~~all ~~remotely,~~aspects ~~manage~~of ~~rental~~a ~~unit~~multifamily ~~turnover~~residential property, ~~monitor~~from ~~and~~physical ~~control~~management ~~IoT~~to ~~devices~~providing ~~and~~advanced ~~ensure~~technology ~~their~~solutions, ~~residents~~and ~~are~~(ii) ~~secure.~~gain Wehands-on ~~also~~experience ~~offer~~in aproperty ~~mobile~~management ~~application~~to ~~version~~further ofrefine ~~Mission~~and ~~Control,~~optimize ~~the~~its ~~“Latch~~products ~~Manager~~and ~~App~~services.”

~~•Latch~~HelloTech ~~App~~Merger ~~- Offered for iOS~~ and ~~Android~~Loan devices and used by residents as the primary tool to unlock doors, give access to guests or service providers, control and manage smart home devices and interact and communicate with property managers or consumer services. Property managers can also use the Latch Manager App to manage access across buildings. Agreement

~~•Concierge~~On ~~Pro~~June -21, ~~The~~2024, ~~Latch~~the ~~Platform~~Company ~~includes~~and ~~Concierge~~LS ~~Pro~~HT Merger Sub, aInc. 24(“HT ~~hours-a-day~~Merger Sub”), ~~seven-days-~~a wholly-~~week,~~owned ~~remote~~subsidiary ~~receptionist~~of ~~for~~the ~~deliveries.~~Company, ~~Available~~entered ~~for~~into ~~spaces~~an ~~equipped~~Agreement ~~with~~and ~~Latch~~Plan ~~Intercom~~of orMerger ~~Latch~~with ~~Link~~HelloTech. ~~(described~~On ~~below)~~July 1, ~~Concierge~~2024, ~~Pro~~HT ~~allows~~Merger ~~customers~~Sub tomerged ~~augment~~with ~~their~~and ~~building~~into ~~staff~~HelloTech, with aHelloTech ~~flexible~~continuing ~~and~~as ~~on-demand~~the ~~resource~~surviving tocorporation ~~more~~and ~~efficiently~~a ~~operate~~wholly-owned ~~their~~subsidiary ~~building~~of ~~and~~the ~~help~~Company ~~improve~~(the ~~resident~~“HelloTech ~~experience~~Merger”).

~~•Open~~HelloTech ~~Kit~~is -a ~~Latch~~service ~~partners,~~platform ~~such~~delivering ~~as hospitality~~on-demand, ~~delivery~~last-mile ~~and other property technology platforms~~installation, ~~can~~setup ~~now~~and ~~build~~connected ~~tightly~~device ~~integrated~~support. ~~and~~The ~~differentiated~~HelloTech ~~experiences~~platform, in ~~concert~~combination with the technology Latch ~~Platform~~acquired ~~using~~in ~~OpenKit~~the toHDW ~~enable~~Acquisition, ~~unlocking~~supports ~~and~~the ~~other features directly within partner applications. OpenKit complements Latch~~Company’s ~~platform~~professional ~~support~~services ~~for third-party software workflows around resident move-in and move-out~~offering.

~~Hardware~~As ~~Devices~~consideration for the HelloTech Merger, the Company (i) as further specified below, assumed HelloTech’s outstanding borrowings under its existing term loan of approximately $6.9 million as of July 1, 2024 (the “Prior Loan”) with Customers Bank and (ii) paid $0.3 million of HelloTech’s merger-related expenses. HelloTech’s stockholders and other equity holders (including option holders, warrant holders and holders of simple agreements for future equity) did not receive any consideration in connection with the HelloTech Merger.

~~The~~On ~~Latch~~July ~~Platform~~15, ~~operates~~2024, ~~with~~the Company, Latch ~~hardware~~Systems and ~~hardware~~HelloTech ~~products~~(collectively ~~manufactured~~with bythe ~~others.~~Company ~~First-party~~and ~~hardware~~Latch ~~devices~~Systems, ~~are~~the ~~Latch-branded~~“Borrowers”) ~~devices~~entered ~~that~~into wean ~~manufacture~~Amended orand ~~contract~~Restated toLoan ~~manufacture~~and ~~according~~Security toAgreement ~~our~~(the ~~design~~“Loan ~~and~~Agreement”) ~~specifications~~with Customers Bank.

•C, M, Interconnect and R Series - The Latch R is our common area and building entrance access device and the Latch C, M and Interconnect are our unit access devices. The Latch R modernizes traditional low-frequency radio transmitter and key card functionality in retrofit projects, while the Latch C, M and Interconnect replace traditional unit door locks. These hardware devices are door or wall mounted access control products that interface with industry-standard lock hardware. They are built to industry standards and compliant with building code requirements.

•Other Latch Devices - Latch Intercom and Latch Link allow audio and video calls for remote unlocking. Latch Link is a hardware-free intercom solution made possible by a simple QR code plaque that serves as a full building virtual intercom without wiring or connectivity requirements. Latch Camera is a dome camera that integrates seamlessly into Latch Intercom, Latch Link and the Latch Platform to allow for video calls for remote unlocking. Latch Field Station (previously known as Latch Hub), is an all-in-one connectivity solution that enables smart access, smart home and sensor devices by acting as an interface between the Latch Platform and smart home devices. In 2023, Latch began launching a number of smart home devices that interface with the Latch Field Station.

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~~Third-Party~~Pursuant ~~Integration~~to the Loan Agreement, Customers Bank issued the Borrowers a term loan in the principal amount of $6.0 million (the “New Loan”). The Loan Agreement, which amended and restated the terms of the Prior Loan, did not result in the Borrowers receiving any additional loan proceeds. Interest is payable on the New Loan at a rate equal to the greater of (a) the prime rate published in The Wall Street Journal or (b) 6.0%. The New Loan matures on July 15, 2029 (the “Maturity Date”).

~~Latch~~Concurrent ~~Lens~~with ~~enables~~the ~~third~~Company’s ~~parties~~entry tointo ~~connect~~the ~~their~~Loan ~~access~~Agreement, ~~devices and lock formats to~~ the ~~Latch~~Company ~~Platform.~~issued ~~Our~~a ~~Latch~~warrant ~~Lens~~to ~~Partnership~~Customers ~~Program~~Bank ~~allows partners~~ to ~~incorporate~~purchase ~~the~~1,000,000 ~~Latch~~shares ~~Lens~~of ~~into~~the ~~their~~Company’s ~~hardware~~common ~~devices~~stock to(the ~~integrate~~“Bank ~~their~~Warrant”). ~~best-in-class~~The ~~hardware~~Bank ~~products~~Warrant ~~with~~has ~~the~~an ~~Latch~~exercise ~~Platform~~price toof ~~set~~$1.25 ~~themselves~~per ~~apart by offering smart locks~~share, ~~without~~was ~~spending~~exercisable ~~time~~upon ~~and~~issuance ~~money to independently develop~~ and ~~maintain~~will ~~firmware,~~expire ~~software~~six ~~and~~years ~~security~~from ~~features.~~the ~~One~~date of ~~our~~issuance, ~~Latch~~or ~~Lens~~July ~~Partners is Townsteel~~15, ~~Inc~~2030. ~~(“Townsteel”), with whom we have partnered to develop and sell Latch Platform-powered Interconnect locks.~~

~~Software and Partnerships~~Leadership

~~Operating~~Effective aAugust ~~multifamily~~16, ~~building can be complex~~2024, ~~and~~the itBoard ~~can~~appointed ~~take~~Jason ~~many~~Mitura ~~different~~as ~~processes,~~the ~~systems~~Company’s ~~and~~Chief ~~tools~~Product toOfficer. ~~effectively~~Mr. ~~manage~~Mitura awas ~~building.~~the ~~Many~~Chief ofProduct ~~our~~Officer ~~customers~~at ~~use~~Ring ~~property~~from ~~management~~July ~~software~~2017 to ~~manage~~December ~~back-office~~2023, ~~operations.~~where, Asleading a ~~result,~~team weof ~~have~~over ~~forged~~2,000, ~~partnerships~~he ~~with~~oversaw ~~property~~all ~~management~~aspects ~~software~~of ~~companies~~the ~~such~~company’s ashardware ~~Yardi,~~and ~~RealPage,~~software ~~Entrata~~development and ~~AppFolio~~design. ~~and~~Mr. ~~enabled~~Mitura ~~integrations~~had ~~between~~previously ~~their~~served ~~software~~as ~~and~~a ~~the~~consultant ~~Latch~~to ~~Platform~~the soCompany ~~property~~between ~~managers~~January ~~can~~2024 ~~operate~~and ~~seamlessly~~August ~~between the two systems~~2024.

WeOn ~~also~~November ~~leverage~~18, 2024 (the ~~Latch~~“Siminoff ~~Platform~~Agreement toDate”), ~~unlock~~the ~~new~~Company ~~use-cases~~and ~~with~~Jamie ~~partners~~Siminoff mutually agreed that ~~serve~~Mr. ~~buildings~~Siminoff would step down as the Company’s Chief Strategy Officer on December 31, 2024 (the “Siminoff Separation Date”). WeMr. ~~allow~~Siminoff ~~partners~~remained Chief Strategy Officer through the Siminoff Separation Date, after which he began serving in an advisory role that was expected to continue through December 31, 2026 (such asadvisory ~~Tour24~~services, the “Advisory Services,” and ~~Pynwheel~~such date, the “Advisory End Date”). Mr. Siminoff ceased to ~~integrate~~serve ~~with~~as an “executive officer” of the ~~Latch~~Company ~~Platform~~under Rule 3b-7 of the Exchange Act on the Siminoff Separation Date. Upon the Company’s request, in performing the Advisory Services, Mr. Siminoff was expected to, ~~enable~~among ~~self-guided~~other ~~tours~~services, (i) meet with customers and stakeholders, (ii) assist or advise on product development, (iii) assist or advise on corporate development or strategic transactions, and (iv) provide transition services. In May 2025, the Company terminated Mr. Siminoff’s Advisory Services.

~~Channel~~On ~~Partners~~November 26, 2024, the Company and Mr. Mitura mutually agreed that Mr. Mitura would step down as the Company’s Chief Product Officer effective as of such date, at which time Mr. Mitura ceased to serve as an “executive officer” of the Company under Rule 3b-7 of the Exchange Act. Also on November 26, 2024, the Company and Mr. Mitura entered into a Separation and Transition Agreement and Release (the “Mitura Separation Agreement”). The Mitura Separation Agreement provides that the Company and Mr. Mitura’s affiliated entity would enter into a consulting agreement pursuant to which Mr. Mitura would assist the Company in product development. In addition, under the Mitura Separation Agreement, the Company agreed to reimburse Mr. Mitura for certain legal expenses. Pursuant to the consulting agreement, which terminated March 23, 2025, the Company paid Mr. Mitura’s related entity approximately $0.7 million in each of 2025 and 2024.

WeFollowing ~~primarily~~the ~~distribute~~December ~~our~~2024 ~~hardware~~filing ~~through~~of ~~our~~the ~~channel~~2022 ~~program.~~Annual ~~When~~Report aand ~~customer~~completion ~~would~~of ~~like~~the toRestatement, ~~place~~on anFebruary ~~order~~4, ~~for~~2025, ~~our~~Jason ~~hardware~~Keyes, ~~they~~Interim ~~contact~~Chief aExecutive ~~channel~~Officer, ~~partner~~and Marc Landy, aInterim ~~third-party~~Chief ~~service~~Financial ~~provider~~Officer, ~~that~~provided ~~sells~~notice of their resignations from their positions with the Company effective as of February 6, ~~installs~~2025 (the “Transition Date”). Messrs. Keyes and ~~implements~~Landy ~~our~~were ~~hardware~~serving in such capacities pursuant to an agreement between the Company and ~~software~~an ~~solutions.~~affiliate ~~When~~of AlixPartners, LLP, a ~~customer~~global ~~purchases~~consulting ~~hardware~~firm. ~~from~~On athe ~~channel~~Transition ~~partner~~Date, ~~they~~the ~~separately~~Board ~~license,~~appointed ~~directly~~David ~~from~~Lillis ~~Latch~~as Chief Executive Officer, ~~software~~Jeff ~~with~~Mayfield ~~the~~as ~~Latch~~Chief ~~Platform~~Financial ~~capabilities~~Officer ~~they~~and ~~select~~Priyen Patel as Chief Strategy and Legal Officer.

WeCash ~~also sell hardware, license software~~ and ~~provide~~Inventory ~~installation and implementation services directly to certain customers.~~Position

~~Competitive~~As ~~Strengths~~of September 30, 2025 and December 31, 2024, the Company’s unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $44.1 million and $75.4 million, respectively. As of September 30, 2025 and December 31, 2024, the Company also had approximately $29.2 million and $30.5 million in net inventory, respectively.

~~SaaS~~The ~~Revenue~~DOOR ~~Model~~ Platform

~~Each~~The ~~Latch~~DOOR ~~customer~~Platform ~~must~~is ~~execute~~our acentral software ~~contract~~platform ~~with~~unifying ~~Latch~~the inbuilding ~~order~~experience tofor ~~utilize~~all ~~our suite of products and services through the Latch Platform~~stakeholders. ~~The~~It ~~license~~comprises ~~fees~~several ~~related~~key ~~to these binding contracts provide Latch with a recurring revenue stream.~~ components:

~~Unified~~•DOOR ~~Management~~OS: ~~Experience~~A web-based application for ~~Multifamily~~building ~~Residential~~owners, ~~Operators~~property managers and channel partners to manage access permissions, oversee building operations, monitor connected devices, streamline resident turnover and resolve operational issues–all remotely.

The Latch Platform enables a unified management experience for building owners and property managers with a single interface to manage Latch experiences instead of requiring a separate interface for each vendor and solution. Latch also enables a unified resident experience with a single interface through the Latch App for resident-facing interactions and Latch experiences in our customers’ buildings. We believe devices that are part of the Latch Platform work better together because our curated set of partner devices and the Latch Platform seamlessly integrate unlike the alternative patchwork of devices from different vendors with varying standards and interfaces that create technology silos for multifamily building operators and limited experiences for its residents.

Network of Partners Acting as External Salesforce

Through our channel program, we believe we have a network of partners able to market, sell and install Latch products across the most significant U.S. markets. These partners are trained in our products to deliver a high-quality installation and implementation experience for our customers.

Our Intellectual Property Portfolio

Our intellectual property portfolio, which includes patents, trademarks, copyrights and trade secrets, enables us to protect our proprietary technology, brands and other intellectual property against dilution, infringement, misappropriation and competitive pressure. Specifically, we own several patents and pending patent applications in the United States that cover the material aspects of the Latch Platform, including smart access, delivery and guest management, smart home and sensors and resident experience. None of these patents are expected to expire prior to 2035. We also own patents and pending patent applications in the United States covering the ornamental design of our hardware products. None of such patents are expected

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to•DOOR ~~expire~~App: ~~prior~~iOS toand ~~2025.~~Android Weapplications ~~also~~used ~~own~~by ~~foreign~~residents ~~counterparts~~and ~~related~~building tooperators ~~the~~for ~~foregoing~~unlocking ~~patents~~doors, ~~and~~managing ~~pending~~guest ~~patent~~and ~~applications.~~service ~~Additionally,~~provider ~~our~~access ~~proprietary~~and ~~software~~controlling and ~~firmware~~monitoring ~~are~~integrated ~~protected~~smart ashome ~~trade secrets~~devices. Building operators also use the DOOR App to activate devices.

~~Our~~•Concierge GoPro: toAn ~~Market~~optional service providing 24/7 remote receptionist capabilities for deliveries and ~~Growth~~guest ~~Strategy~~arrivals, integrated with our Latch Intercom or Latch Link devices described below.

~~Our~~•OpenKit: ~~main~~Software ~~objective~~Development isKits to(SDKs) ~~increase~~and ~~the~~Application ~~number~~Programming ofInterfaces ~~customers~~(APIs) onallowing ~~the~~partners ~~Latch~~(e.g., ~~Platform~~property ~~and~~technology ~~increase~~platforms ~~utilization~~or ofdelivery ~~our~~services) ~~platform~~to byintegrate ~~customers~~their ~~and~~applications ~~residents.~~with Tothe ~~achieve~~DOOR ~~this~~Platform ~~objective,~~for weseamless ~~pursue~~workflows ~~the~~like ~~following~~resident ~~strategies:~~onboarding and management or remote unlocking for couriers.

~~Further~~Hardware ~~Penetration of North American Multifamily Rental Market~~Devices

WeOur ~~plan~~DOOR toPlatform ~~further~~operates expand in the North American multifamily rental market via three primary strategies. First, we aim to continue to acquire new customers through our in-house sales strategy. The Latch sales team engages directly with ~~existing~~both ~~and potential customers with the goal of further penetrating the portfolio of existing customers and acquiring new customers. Second, we have established a network of channel partners that sell~~ Latch-designed hardware inand ~~their~~compatible ~~local markets. Third, we are leveraging an e~~third-~~commerce~~party ~~platform to streamline sales processes by enabling channel partners to buy our products online~~devices.

~~New~~•Latch ~~Products~~Access Devices: Our hardware portfolio includes smart locks for unit doors (Latch C, M and ~~Services~~Interconnect series) and readers for common area and building entrances (Latch R), designed to meet industry standards and building codes.

~~Our~~•Connectivity ~~dedicated team of designers, engineers, software developers~~ and ~~product~~Other ~~managers~~Devices: ~~creates~~We ~~new~~offer ~~and~~devices ~~innovative~~like ~~products and features for~~ the Latch ~~Platform.~~Intercom, ~~Once~~Latch Link (a ~~customer~~QR-code isbased ~~using~~virtual ~~the~~intercom), ~~Latch~~DOOR ~~Platform,~~Camera ~~new~~and ~~software~~DOOR ~~versions~~Hub, ~~features~~which ~~and~~acts ~~modules~~as ~~can~~a beconnectivity ~~activated~~hub ~~over~~enabling ~~the~~communication ~~air~~between ~~via~~ the ~~Latch~~DOOR Platform. ~~Our goal is to make spaces better places to live, work~~ and ~~visit~~various bysmart ~~providing a full-building platform designed to help owners~~access, ~~residents~~smart ~~and~~home ~~third parties like guests, couriers and service providers seamlessly experience the modern building~~(e. ~~By combining software~~g., ~~products and services into a holistic platform~~thermostats, welight ~~believe~~switches ~~that~~and weleak ~~help~~detectors) ~~make~~and ~~spaces~~sensor ~~more~~devices ~~efficient,~~within ~~enjoyable~~a ~~and profitable~~building.

~~Selling~~•Third-Party ~~into~~Integration a(Latch ~~Growing~~Lens): ~~Market~~Our Latch Lens program allows third-party hardware manufacturers to embed Latch technology in their products, enabling their devices to connect, and operate seamlessly, with the DOOR Platform. The Latch Lens program expands hardware choices for customers while maintaining the unified software experience provided by the DOOR Platform.

AsSoftware ~~adoption of smart access technology grows~~ and initiatives to standardize smart home technology increase, we believe the market for our products and services will grow. We believe smart buildings will become the rule, not the exception, for Class A multifamily buildings and that smart device penetration will continue to increase in Class B and C buildings.Partnerships

~~Competition~~To provide customers with a comprehensive building operating system, we integrate the DOOR Platform with essential third-party software and services. We integrate with leading property management software providers (e.g., Yardi, RealPage, Entrata and AppFolio) to ensure smooth data flow and operational efficiency for property managers. We also partner with other technology providers (e.g., Tour24 and Pynwheel) to enable specific workflows like self-guided tours through DOOR Platform integrations.

~~Given~~Professional the emerging nature of the smart building industry, many companies are developing solutions that may be similar to the Latch Platform, or parts thereof. We expect competition to intensify as the adoption of smart access technology grows. Our success in the market depends on a number of factors, including:Services

•In addition to our ~~platforms’~~hardware and ~~solutions’~~software ~~functionality~~solutions, ~~performance~~we offer a comprehensive professional services business line. This includes connecting our multifamily customers to our vetted and trusted network of technicians and service providers for the installation and deployment of Latch and third-party smart access and smart home hardware products directly within their multifamily properties. Furthermore, ~~ease~~our HelloTech business operates as a platform connecting a nationwide network of ~~use~~independent, ~~reliability~~vetted technicians and service providers with single family and multifamily property residents and property managers who require on-demand technical services, ~~availability~~such as TV mounting and ~~cost~~smart ~~effectiveness~~home ~~relative~~device toinstallation and set-up, as well as broader home services, such as furniture assembly, handyman services and home cleaning. We also offer a subscription service through the HelloTech platform that ofincludes ~~our~~discounted ~~competitors’~~home ~~products;~~services and other technical support such as 24/7 online support, home technology checkups, and antivirus and password manager software support.

~~•our~~Channel ~~success in utilizing new and proprietary technologies to offer solutions and features previously not available in the marketplace;~~Partners

•Our primary go-to-market strategy involves distributing our ~~success~~hardware inthrough ~~identifying~~a ~~new~~network ~~markets~~of third-party channel partners. These partners typically market, ~~applications~~sell, install and ~~technologies;~~provide activation services for our solutions. Customers primarily license the DOOR Platform software directly from us, complementing their hardware purchase from the channel partner. We also engage in direct sales and service arrangements with certain customers.

•our ability to attract and retain partners;

•our ability to develop partnerships with other lock manufacturers;

•our name recognition and reputation;

•our ability to leverage artificial intelligence in our product offerings;

•our ability to recruit software engineers and sales and marketing personnel; and

•our ability to protect our intellectual property.

Manufacturing and Supply Chain

We outsource the manufacturing of most of our hardware products to multiple contract manufacturers in Asia and the United States. The majority of the components that go into the manufacturing of our products are sourced from third-party suppliers and are generally purchased on our behalf by our manufacturers, subject to certain supplier lists we approve. Our supply chain team coordinates the relationships between our contract manufacturers and component suppliers.

We purchase from our contract manufacturers on a purchase order basis. Under our governing agreements, our contract manufacturers must follow our established product design specifications, quality assurance programs and manufacturing standards. We pay for and own certain tooling and equipment specifically required to manufacture our products to have control of supply pipelines. To ensure adequate inventory supply and avoid excess inventory supply, we must forecast

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We purchase from our contract manufacturers on a purchase order basis. Under our governing agreements, our contract manufacturers must follow our established product design specifications, quality assurance programs and manufacturing standards. To improve our control of supply pipelines, we own certain tooling and equipment specifically required to manufacture our products. To ensure adequate inventory supply and avoid excess inventory supply, we must forecast inventory needs and expenses and place orders in advance with our suppliers and contract manufacturers, based on our estimates of future demand for particular products and services.

Market Opportunity

The real estate market, particularly large investor-owned and managed buildings, represents a significant opportunity for technology-driven operational improvements. We currently focus on the North American multifamily rental market, which comprised approximately 27 million units in buildings with five or more units in the United States, based on U.S. census data for 2023. This market includes both new construction and retrofit opportunities.

•New Multifamily Construction: Based on U.S. census data, an average of approximately 351,000 new multifamily units (in buildings with five or more units) were completed annually between 2019 and 2023. We target these new developments to embed our ecosystem from the ground up.

•Multifamily Retrofits: Retrofits of a building’s traditional locks, earlier generation smart locks and offline home devices are often driven by major maintenance cycles, property sales or standalone hardware or system upgrade efforts. We expect our revenues attributable to retrofits to grow as we continue to focus on selling to owners of existing buildings and developing products and solutions that are suitable for retrofit projects.

Beyond the market for our hardware and SaaS platform, there is a substantial opportunity for related professional services in both the multifamily and single-family residential market. For multifamily properties, this includes the installation and deployment of smart access control and other smart home devices, a critical component for both new construction and retrofit projects. Our professional direct installation services address this need, ensuring our systems and third-party solutions are implemented effectively.

Furthermore, the HelloTech business addresses the broader consumer market for on-demand technical and home services. This market includes residents in multifamily properties and single-family homes who require assistance with tasks such as smart device installation and setup, IT support, TV mounting, furniture assembly and general handyman services. The increasing adoption of smart home technology across all residential types fuels the demand for skilled technicians capable of installing, configuring and troubleshooting these devices, representing a significant service opportunity.

Our Go to Market and Growth Strategy

In order to create value for our stockholders, our core objective is to expand the adoption and utilization of the DOOR Platform. Key strategies to achieving this objective include:

•Further Penetration of North American Multifamily Market: We aim to grow our customer base through direct sales efforts targeting new and existing portfolios, supporting our channel partners that resell our products and leveraging tools like e-commerce platforms to streamline purchasing.

•New Products and Services: We continue to invest in research and development to innovate and expand the capabilities of the DOOR Platform and our hardware offerings. This includes enhancing our core access features, integrating a wider array of smart home devices and developing functionalities that support our long-term vision of a comprehensive building intelligence platform. We deploy many software updates and features over-the-air via the DOOR Platform.

•Selling into a Growing Market: We believe the adoption of smart building technology in multifamily properties will continue to increase, driven by demands for operational efficiency, enhanced resident experiences and security, creating favorable market conditions for our integrated solutions.

•Expand and Leverage Professional Services: We plan to grow our professional services revenue by scaling our multifamily installation partner network and expanding the reach and service offerings of the HelloTech platform. In addition to providing an additional revenue stream, our professional services offering strengthens customer relationships by ensuring high-quality deployment and support, potentially increasing the adoption and stickiness of the DOOR Platform.

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Competition

The smart building technology market is dynamic, with various companies offering solutions that compete with components or the entirety of our ecosystem. Competition exists from traditional lock manufacturers, other smart access control providers and specialized smart home device and platform companies. We anticipate competition will intensify as the market matures. Our ability to compete successfully depends on various factors, including:

•The functionality, reliability, ease of use and cost-effectiveness of our integrated platform.

•Our ability to innovate and introduce differentiated features and smart home integrations.

•Our ability to source components and manufacture our hardware products at costs that create positive selling margins at competitive pricing.

•Our success in expanding into new applications and adjacent markets.

•Our ability to attract, retain and support channel partners and other technology partners.

•Our brand recognition and reputation.

•Our ability to effectively leverage data and artificial intelligence to enhance our offerings.

•Our capacity to attract and retain skilled engineering, sales and support personnel.

•Our ability to successfully protect our intellectual property.

•The quality, reach and efficiency of our professional installation partners for multifamily deployments.

•Our ability to successfully scale the HelloTech platform to provide consistent, high-quality, on-demand technical and home services to a broad resident base.

•The effectiveness of our service offerings, and associated marketing efforts, in differentiating DOOR from competitors who solely offer hardware and software without comparable installation and support infrastructure.

Competitive Strengths

We believe our key competitive strengths include:

•SaaS Revenue Model: Our software licensing model provides a recurring revenue stream tied to the deployment of the DOOR Platform.

•Unified Management Experience: The DOOR Platform provides property managers with a single, integrated interface for managing access control, a growing range of smart home devices and building operations, reducing the complexity and inefficiency inherent with disparate point solutions.

•Network of Partners: Our established channel program provides broad market reach for sales and installation across the United States and portions of Canada.

•End-to-End Service Capability: Through our professional installation services supporting our multifamily property customers and our HelloTech platform supporting residents, we offer an enhanced value proposition for customers and users. Our expertise goes beyond manufacturing hardware to its effective deployment and ongoing usability, simplifying property management operations and enhancing resident experience.

•Our Intellectual Property Portfolio: We own patents, trademarks, copyrights and trade secrets covering core aspects of our hardware design, software platform and user experience, protecting our technology from infringement and competitive pressure. We have approximately 100 patents, including approximately 45 utility patents, which protect the inventive aspects of our products and services, and approximately 55 design patents, which protect the ornamental design of certain of our hardware products. None of our utility patents expire prior to 2035, and one of our foreign design patents is expected to expire in 2026.

Government Regulation

We operate our business primarily in the United States, and our products are sold in the United States and Canada. We are subject to regulation by various federal, state, local and foreign governmental agencies, including, but not limited to, agencies and regulatory bodies or authorities responsible for monitoring and enforcing product safety and consumer protection laws, data privacy and security laws and regulations, employment and labor laws, workplace safety laws and regulations, environmental laws and regulations, export and import control laws and regulations, antitrust laws, securities laws and tax laws and regulations.

Anti-Corruption and Export Laws

We are subject to the U.S. bribery of public officials statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act and possibly other anti-bribery laws, including those designed to comply with the Organization for Economic Cooperation and Development (the “OECD”) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or other international conventions. Anti-corruption laws are often interpreted broadly and generally prohibit our company, employees and agents from authorizing, offering, promising or providing, directly or indirectly, improper payments of anything of value to recipients in the public sector to obtain or retain business or an unfair business advantage. Certain anti-corruption laws also prohibit us from soliciting or accepting bribes or kickbacks or from engaging in bribery involving private persons. We can be held liable in certain circumstances for the corrupt activities of our representatives, contractors, channel partners and agents, even if we did not explicitly authorize such activity. Although we have implemented policies and procedures designed to promote compliance with applicable anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, channel partners and agents will comply with these laws and policies.

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Public Officials in International Business Transactions or other international conventions. Anti-corruption laws are often interpreted broadly and generally prohibit our company, employees and agents from authorizing, offering, promising or providing, directly or indirectly, improper payments of anything of value to recipients in the public sector to obtain or retain business or an unfair business advantage. Certain anti-corruption laws also prohibit us from soliciting or accepting bribes or kickbacks or from engaging in bribery involving private persons. We can be held liable in certain circumstances for the corrupt activities of our representatives, contractors, channel partners and agents, even if we did not explicitly authorize such activity. Although our Code of Business Conduct and Ethics (the “Code of Ethics”) addresses compliance with applicable anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, channel partners and agents will comply with these laws.

Because we primarily operate in the United States, import from Asia and export to Canada, we are subject to laws in various jurisdictions. We are subject to anti-money laundering laws such as the USA PATRIOT Act and may be subject to similar laws in other jurisdictions. Our products are subject to export and import control laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. We also may be subject to import/export laws and regulations in other jurisdictions in which we conduct business or source our products. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

United States

We and our business customers are subject to various federal, state and local regulations related to access control products, such as state and local building and fire codes, the Americans with Disabilities Act, and requirements for Underwriter Laboratories (“UL”) and Federal Communications Commission (“FCC”) certifications. We and our business customers may be subject to numerous federal and state laws and regulations, including data breach notification laws, data privacy and security laws, and consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission Act (the “FTC Act”) that govern the collection, use, disclosure and protection of personal information. Privacy and security laws, self-regulatory schemes, regulations, standards and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts and can result in investigations, proceedings or actions that may lead to significant civil and/or criminal penalties and restrictions on data processing. For example, the California Consumer Privacy Act went into effect on January 1, 2020 and was amended by the California Privacy Rights Act that went into effect on January 1, 2023 (together, the “CCPA”). The CCPA, among other things, created new data privacy obligations for covered companies and provided new privacy rights to California residents, including the right to access and delete their personal information, opt out of certain personal information processing and sharing and receive detailed information about how their personal information is used. The CCPA also created a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. Pursuant to the CCPA, the California legislature also created a new California data protection agency specifically tasked to enforce the law, which has resulted in increased regulatory scrutiny of organizations conducting business in California in the areas of data protection and security. Similar laws have been passed in other states and are continuing to be proposed at the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging. In the event that we are subject to or affected by domestic privacy and data protection laws, any liability from failure to comply with these laws could adversely affect our financial condition.

5In addition to state privacy bills, local regulation is also increasing. For instance, in 2021, New York City enacted the Tenant Data Privacy Act (the “TDPA”), regulating how building access data is collected, processed and disposed of by property managers and smart access system operators. The TDPA went into effect in July 2021, and we had to make certain adjustments to our retention of data collected from New York City users of our platform to comply with its requirements. Similar local legislation in other cities where we operate is likely, which will further increase the complexity and expense of ensuring that our privacy practices are compliant.

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~~compliance~~information ~~challenging.~~secure Inmay constitute unfair acts or practices in or affecting commerce in violation of Section 5 of the ~~event~~FTC ~~that~~Act. weThe ~~are~~FTC ~~subject~~expects a company’s data security measures to orbe ~~affected~~reasonable byand ~~domestic~~appropriate ~~privacy~~in light of the sensitivity and ~~data~~volume ~~protection~~of ~~laws~~consumer information it holds, ~~any~~the ~~liability~~size ~~from~~and ~~failure~~complexity toof ~~comply~~its ~~with~~business ~~these~~and ~~laws~~the ~~could~~cost ~~adversely~~of ~~affect~~available ~~our~~tools ~~financial~~to ~~condition~~improve security and reduce vulnerabilities.

In addition to state privacy bills, local regulation is also increasing. For instance, in 2021, New York City enacted the Tenant Data Privacy Act (the “TDPA”), regulating how building access data is collected, processed and disposed of by property managers and smart access system operators. The TDPA went into effect in July 2021, and we had to make certain adjustments to our retention of data collected from New York City users of the Latch Platform to comply with its requirements. Similar local legislation in other cities where we operate is likely, which will further increase the complexity and expense of ensuring that our privacy practices are compliant.

Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use, dissemination and security of personal information adopted by the Federal Trade Commission (the “FTC”), state attorneys general, private plaintiffs and courts have evolved, and may continue to evolve, over time. Consumer protection laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal information. If such information that we publish is deemed untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5 of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities.

Canada

In Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and similar provincial laws impose obligations with respect to processing personal information. PIPEDA requires companies to obtain an individual’s consent prior to collecting, using or disclosing that individual’s personal information. Individuals have the right to access and challenge the accuracy of their personal information held by an organization, and personal information may only be used for the purposes for which it was collected. If an organization intends to use personal information for another purpose, it must again obtain that individual’s consent to the proposed processing. Failure to comply with PIPEDA and similar provincial laws could result in significant fines and penalties.

Human Capital

Our employees are critical to our success. As of December 31, 2024 ~~and 2023~~, we had ~~approximately~~over ~~120~~200 ~~and~~full-time 75employees worldwide. Of our total full-time employees, approximately 120 were based in the United States, ~~respectively.~~and Asapproximately 100 were based in the Philippines as a result of the ~~July 2024~~ HelloTech Merger. ~~(as~~As ~~described~~of ~~below)~~October 2025, we had approximately ~~100~~120 ~~Philippines-based~~ full-time employees asbased in the United States and no international employees following a restructuring of ~~December~~the ~~31,~~HelloTech ~~2024~~team subsequent to the HelloTech Merger. We also engage consultants and contractors in the United States and internationally, primarily in ~~Argentina,~~South ~~India~~America and Romania, to supplement our permanent workforce. A majority of our employees are engaged in engineering, software and product development, sales and related functions. To date, we have not experienced any work stoppages and consider our relationship with our employees and service providers to be in good standing. None of our domestic or international employees are subject to a collective bargaining agreement or represented by a labor union.

We recognize the importance of ~~inclusion and diversity and strive to foster~~ an inclusive environment. We believe we offer competitive compensation, including base pay, discretionary bonus and equity incentive opportunities, paid time off and a family-friendly benefits package, including paid parental leave, to ensure our team members have the flexibility and support for a healthy work/life balance. Other than our St. Louis-based employees and our property management team, our workforce generally operates on a remote basis, which we believe is suitable for the conduct of our business.

Corporate History

TS Innovation Acquisitions Corp. (“TSIA”) was incorporated in Delaware on September 18, 2020 as a special purpose acquisition company formed to acquire one or more operating businesses through a business combination. On January 24, 2021, TSIA entered into an agreement and plan of merger (the “TSIA Merger Agreement”) by and among Latch Systems, Inc., a Delaware corporation formed in 2014 (“Legacy Latch”), TSIA and Lionet Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of TSIA (“Merger Sub”). On June 4, 2021 (the “TSIA Closing Date”), we consummated the merger, pursuant to which Merger Sub merged with and into Legacy Latch, with Legacy Latch becoming a wholly-owned subsidiary of TSIA (the “Business Combination” and, collectively with the other transactions described in the TSIA Merger Agreement, the “Transactions”). In connection with the consummation of the Transactions (the “Closing”), the post-

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combination company, TSIA, changed its name from TS Innovation Acquisitions Corp. to Latch, Inc. On June 7, 2021, the Company’s common stock and warrants began trading on Nasdaq under the ticker symbols “LTCH” and “LTCHW,” respectively.

Investigation and Restatement

During the quarter ended June 30, 2022, the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Board”) commenced an investigation (the “Investigation”) of certain of the Company’s key performance indicators and revenue recognition practices, including the accounting treatment, financial reporting and internal controls related thereto. Following the Investigation, the Company completed a comprehensive review of its previously issued financial statements (the “Financial Statement Review”). The Company identified errors related to, among other items: (i) revenue recognition of hardware and software sales, (ii) revenue recognition and billing on software licenses, (iii) recognition of various expenses and (iv) errors in certain key performance indicators, including “bookings” and related metrics.

As a result of the Investigation and Financial Statement Review, the Company restated certain of its financial statements (the “Restatement”) in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).

2023 Business Update

January 2023 Management Transition

On January 11, 2023, the Company appointed Jason Keyes and Marc Landy, each of AP Services, LLC, an affiliate of AlixPartners, LLP (together, “AlixPartners”), as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively, to replace the Company’s prior management team, including the Chief Executive Officer, Interim Chief Financial Officer and Chief Accounting Officer, each of whom resigned as of January 11, 2023.

HDW Acquisition and Hiring of Jamie Siminoff as Chief Strategy Officer

On May 15, 2023, the Company, LS Key Merger Sub 1, Inc., a wholly-owned subsidiary of the Company (“Merger Sub I”), and LS Key Merger Sub 2, LLC, a wholly-owned subsidiary of the Company (“Merger Sub II”), entered into an Agreement and Plan of Merger (as amended, the “HDW Merger Agreement”) with Honest Day’s Work, Inc. (“HDW”). On July 3, 2023 (the “HDW Closing Date”), (i) Merger Sub I merged with and into HDW, with HDW continuing as the surviving corporation, and subsequently, (ii) HDW merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly-owned subsidiary of the Company (collectively, the “HDW Acquisition”).

On the HDW Closing Date, the Company issued to HDW’s stockholders as merger consideration (i) $22.0 million aggregate principal amount of unsecured promissory notes (the “Promissory Notes”) and (ii) approximately 29.0 million shares of the Company’s common stock (the “Consideration Shares”). Certain of HDW’s stockholders (the “Ineligible Holders”) that were not eligible to receive unregistered shares of the Company’s common stock received $0.76 in lieu of each Consideration Share such stockholder would otherwise have received as merger consideration, with the total cash consideration paid to all Ineligible Holders equaling approximately $0.02 million. Upon the HDW Closing Date, Latch indirectly acquired all of HDW’s assets, including its intellectual property and $8.0 million in cash. Additionally, approximately 35 HDW team members joined Latch.

The Consideration Shares were originally non-transferable until July 3, 2028 (the “Restricted Period”), subject to certain accelerated releases. As a result of the Company’s delisting from Nasdaq, the Restricted Period now terminates on April 15, 2027. In the event the Company’s 60 trading day volume-weighted average price (“VWAP”) exceeds the price thresholds set forth in the table below (the “Share Price Thresholds”), the applicable portion of the Consideration Shares set forth below will be released from transfer restrictions:

Share Price Threshold						Percent of Consideration Shares Released
$2.00						25%
$3.00						25%
$4.00						25%
$5.00						25%

In addition, there may be accelerated releases of the Consideration Shares in connection with a change of control of the Company.

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In connection with the HDW Acquisition, the Company and Jamie Siminoff entered into a stock restriction agreement, dated May 15, 2023 (the “Original Siminoff Stock Restriction Agreement”). Pursuant to the Original Siminoff Stock Restriction Agreement, which was amended and restated in connection with the execution of his separation agreement in November 2024, in the event Mr. Siminoff ceased to be an employee of the Company during the Restricted Period, the Company would have the right to repurchase, for nominal consideration, all of Mr. Siminoff’s Consideration Shares that had not already been released from transfer restriction, subject to certain exceptions. In the event Mr. Siminoff was terminated without Cause or resigned for Good Reason (each as defined in the Siminoff Employment Agreement (as defined below)), or upon his death or disability (each, an “Exit”), his Consideration Shares would accelerate in an amount equal to the greater of (i) the number of Consideration Shares to which he was entitled pursuant to the Share Price Thresholds (with linear interpolation of Consideration Shares based on the 60 trading day VWAP as of the date of Exit) and (ii) the number of Consideration Shares equal to the product of (a) his total Consideration Shares multiplied by (b) the quotient of (x) the number of calendar days between July 3, 2023 and his Exit divided by (y) 1,825; provided, however, that in no event would the number of Mr. Siminoff’s Consideration Shares that accelerate in connection with an Exit be less than 40% of the total number of his Consideration Shares.

The Promissory Notes accrued paid-in-kind interest at a rate of 10% per annum and were scheduled to mature on July 3, 2025, unless earlier accelerated in connection with an event of default (including certain events of delisting from Nasdaq) or change of control of the Company. As of December 31, 2023, the Company concluded that it was virtually certain the Promissory Notes would become payable within the upcoming 12 months due to the Company’s then-anticipated delisting from Nasdaq, which was an event of default with respect to the Promissory Notes. Consequently, the Company reclassified the debt obligation as current as of December 31, 2023, despite the event of default not yet occurring. On April 26, 2024, the Company repaid the Promissory Notes in full without penalty. The Company paid an aggregate of $23.9 million in principal and accrued interest to the holders of the Promissory Notes.

On the HDW Closing Date, in connection with the consummation of the HDW Acquisition and as contemplated by the HDW Merger Agreement, the Company and certain of HDW’s stockholders (the “Holders”) entered into that certain Registration Rights Agreement (the “2023 Registration Rights Agreement”), pursuant to which the Company agreed to file a shelf registration statement registering the resale of the Registrable Securities (as defined in the 2023 Registration Rights Agreement) as promptly as reasonably practicable after the date on which the Company files its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (and no later than the 20th business day following the filing date of such Quarterly Report). Up to twice in any 12-month period, the Holders may request to sell all or any portion of their Registrable Securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $25 million. The Company also agreed to provide customary “piggyback” registration rights to certain Holders designated as “Major Equityholders,” subject to certain requirements and customary conditions. The 2023 Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. In the event the Company is unable to file a registration statement required by the 2023 Registration Rights Agreement, the Company is not required to repurchase or settle any Registrable Securities.

In connection with the HDW Acquisition, the Company and Mr. Siminoff entered into an employment agreement, dated May 15, 2023 (the “Siminoff Employment Agreement”). Pursuant to the Siminoff Employment Agreement, on the HDW Closing Date, Mr. Siminoff was appointed as the Company’s Chief Strategy Officer. At the time, Mr. Siminoff was expected to be appointed as Chief Executive Officer of the Company following completion of the Restatement. As described below under “—Recent Developments—November 2024 Executive Transition,” Mr. Siminoff ceased to serve as Chief Strategy Officer on December 31, 2024 and will no longer be appointed as the Company’s Chief Executive Officer.

Hiring of David Lillis as Senior Vice President of Finance

On July 3, 2023, the Company and David Lillis entered into an employment agreement, pursuant to which Mr. Lillis served as Senior Vice President of Finance until February 2025. Mr. Lillis was appointed Chief Executive Officer in February 2025. See “—Recent Developments—February 2025 Leadership Appointments” below for additional details.

July 2023 Reduction in Force

In July 2023, we commenced a reduction in force (the “July 2023 RIF”) in order to streamline our business operations, reduce costs and complexities in the business and create further operating efficiencies. The July 2023 RIF, substantially completed in the fourth quarter of 2023, impacted approximately 95 employees, or approximately 70% of the Company’s full-time employees at the time.

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Rebrand to DOOR

In September 2023, the Company announced plans to rebrand to DOOR and expand its business to providing technology solutions aimed at empowering service providers like builders, property managers, contractors, drivers, cleaners and dog walkers to help them deliver best-in-class experiences for their customers. The backend platform offered by DOOR is expected to support these service providers by simplifying their day-to-day operations, increasing their support and improving their efficiency. As part of the rebranding announcement, the Company introduced the James application (the “James App”), a ride booking application that allows drivers to book clients and manage their businesses, while riders can connect directly with drivers they know and trust. The James App provides drivers backend support to operate their businesses, remain in control of their schedules and maximize the economics of their work.

Recent Developments

Launch of Door Property Management

In March 2024, the Company announced the launch of its property management division, Door Property Management, LLC (a wholly-owned subsidiary of the Company) (“Door PM”), in conjunction with the acquisition of the property management business of The Broadway Company, a Boston-based real estate investment company (“Broadway”). This acquisition (the “Property Management Acquisition”) enables the Company to operate all aspects of a multifamily residential property, from physical management to providing advanced technology solutions. The Property Management Acquisition also enables the Company to gain hands-on experience in property management to further refine and optimize its products and services.

HelloTech Merger and Loan Agreement

On June 21, 2024, the Company and LS HT Merger Sub, Inc., a wholly-owned subsidiary of the Company (“HT Merger Sub”), entered into an Agreement and Plan of Merger with HelloTech, Inc. (“HelloTech”). On July 1, 2024, HT Merger Sub merged with and into HelloTech, with HelloTech continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “HelloTech Merger”).

HelloTech is a service platform delivering on-demand, last-mile installation, setup and connected device support. The HelloTech platform, in combination with the technology Latch acquired in the HDW Acquisition, is expected to serve as the foundation for DOOR Services, bringing full-service amenities to multifamily buildings by enabling residents to efficiently share and book service providers, such as dog walkers, house cleaners, and tech support.

As consideration for the HelloTech Merger, the Company (i) as further specified below, assumed HelloTech’s outstanding borrowings under its existing term loan, which had outstanding borrowings of approximately $6.9 million as of July 1, 2024 (the “Prior Loan”) with Customers Bank and (ii) paid $250,000 of HelloTech’s merger-related expenses. HelloTech’s stockholders or other equity holders (including option holders, warrant holders or holders of simple agreements for future equity) did not receive any consideration in connection with the HelloTech Merger.

On July 15, 2024, the Company, Latch Systems, Inc., a wholly-owned subsidiary of the Company (“Latch Systems”), and HelloTech (collectively with the Company and Latch Systems, the “Borrowers”) entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Customers Bank.

Pursuant to the Loan Agreement, Customers Bank issued the Borrowers a term loan in the principal amount of $6.0 million (the “New Loan”). The Loan Agreement, which amended and restated the terms of the Prior Loan, did not result in the Borrowers receiving any additional loan proceeds. Interest is payable on the New Loan at a rate equal to the greater of (a) the prime rate published in The Wall Street Journal or (b) 6.0%. The New Loan matures on July 15, 2029 (the “Maturity Date”).

The Borrowers were required to pay interest on the New Loan monthly until January 15, 2025. Thereafter, the Borrowers are required to pay equal monthly installments of principal plus accrued interest until the Maturity Date. There is no penalty for prepayment of the New Loan.

Pursuant to the Loan Agreement, the Borrowers have granted Customers Bank security interests in substantially all of the Borrowers’ assets, other than intellectual property. HelloTech is required to maintain an operating account with Customers Bank with a sufficient balance to support monthly payments. Additionally, the Borrowers are collectively required to maintain a liquidity ratio of at least 4.00, tested monthly, which is calculated as the quotient of unrestricted cash and cash equivalents of the Company and its subsidiaries (subject to certain limitations with respect to cash of foreign subsidiaries), divided by all outstanding indebtedness owed to Customers Bank.

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Appointment of Jason Mitura as Chief Product Officer

Effective August 16, 2024, the Board appointed Jason Mitura as the Company’s Chief Product Officer. Mr. Mitura was the Chief Product Officer at Ring from July 2017 to December 2023, where, leading a team of over 2,000, he oversaw all aspects of the company’s hardware and software development and design. Mr. Mitura served as a consultant to the Company between January 2024 and August 2024.

November 2024 Executive Transitions

On November 18, 2024 (the “Siminoff Agreement Date”), the Company and Mr. Siminoff mutually agreed that Mr. Siminoff would step down as the Company’s Chief Strategy Officer on December 31, 2024 (the “Siminoff Separation Date”). Mr. Siminoff remained Chief Strategy Officer through the Siminoff Separation Date, after which he began serving in an advisory role that will continue through December 31, 2026 (such advisory services, the “Advisory Services,” and such date, the “Advisory End Date”). Mr. Siminoff ceased to serve as an “executive officer” of the Company under Rule 3b-7 of the Exchange Act on the Siminoff Separation Date. Upon the Company’s request, in performing the Advisory Services, Mr. Siminoff is expected to, among other services, (i) meet with customers and stakeholders, (ii) assist or advise on product development, (iii) assist or advise on corporate development or strategic transactions and (iv) provide transition services. In addition, Mr. Siminoff will no longer be appointed as the Company’s Chief Executive Officer.

In connection with Mr. Siminoff’s transition to the advisory role described above, on the Siminoff Agreement Date, Mr. Siminoff and the Company entered into a Separation and Advisory Agreement and Release (the “Siminoff Transition Agreement”). Pursuant to the Siminoff Transition Agreement, the Company and Mr. Siminoff agreed to amend and restate the Original Siminoff Stock Restriction Agreement. In addition, under the Siminoff Transition Agreement, the Company agreed to reimburse Mr. Siminoff for certain legal expenses.

Pursuant to an amended and restated common stock restriction agreement, which was entered into between Mr. Siminoff and the Company on the Siminoff Agreement Date (the “Restated Restriction Agreement”), and in accordance with the terms of the Original Siminoff Stock Restriction Agreement, the Company exercised its repurchase option with respect to 15,260,540 Consideration Shares held by Mr. Siminoff (the “Repurchased Shares”) for $0.00005080 per share (the “Repurchase Price”), or a total payment of $775.24. The Repurchased Shares represent 80% of the 19,075,675 Consideration Shares received by Mr. Siminoff in connection with the HDW Acquisition.

Pursuant to the Restated Restriction Agreement, the 3,815,135 Consideration Shares that were not repurchased by the Company (the “Remaining Shares”) are subject to transfer restrictions and an amended repurchase option (the “Amended Repurchase Option”) pursuant to which the Company has a right to repurchase the Remaining Shares at the Repurchase Price to the extent not released from the transfer restrictions and the Amended Repurchase Option by the fifth anniversary of the effective date of the Restated Restriction Agreement (the “Repurchase Trigger Date”).

The Remaining Shares are split into two tranches with different provisions governing their release from the transfer restrictions and the Amended Repurchase Option: the Separation Shares and the Advisory Shares (each as hereafter defined).

The “Separation Shares” consist of 2,861,351 shares (representing 75% of the Remaining Shares) and will be released from the transfer restrictions and the Amended Repurchase Option in equal tranches (each, a “Release Tranche”) as follows:

i.20% of the Separation Shares will be released when the average final trading price of the Company’s common stock for any 60-trading day period prior to the Repurchase Trigger Date (the “Threshold Price”) is equal to or exceeds $1.00 (the “First Tier”);

ii.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $2.00 (the “Second Tier”);

iii.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $3.00 (the “Third Tier”);

iv.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $4.00 (the “Fourth Tier”); and

v.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $5.00 (the “Fifth Tier” and, collectively with the other respectively named tiers, the “Price Tiers”).

The Restated Restriction Agreement also includes provisions governing the impact of a change in control on the release of certain Separation Shares.

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The “Advisory Shares” consist of 953,784 shares (representing 25% of the Remaining Shares) and will be released from the transfer restrictions and the Amended Repurchase Option as follows:

i.All of the Advisory Shares will be released on the Advisory End Date, provided that a termination of the Advisory Services has not occurred prior to such date.

ii.In the event of a termination of the Advisory Services by Mr. Siminoff prior to the Advisory End Date other than due to the Company’s breach of its ongoing contractual obligations to Mr. Siminoff, subject to notice requirements, the Amended Repurchase Option will immediately apply to all of the Advisory Shares as of the date of such termination (the “Advisory Termination Date”), and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

iii.In the event of a termination of the Advisory Services by the Company as a result of Mr. Siminoff’s willful failure or refusal to perform the Advisory Services in good faith in accordance with the terms of the Siminoff Transition Agreement (a “Termination for Cause”), subject to notice requirements, the Amended Repurchase Option will immediately apply to all of the Advisory Shares as of the Advisory Termination Date, and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

iv.In the event of a termination of the Advisory Services by the Company other than a Termination for Cause or a change in control prior to the Advisory End Date, or in the event Mr. Siminoff terminates the Advisory Services as a result of the Company’s breach of its ongoing contractual obligations to Mr. Siminoff, the Amended Repurchase Option will immediately apply to the portion of the Advisory Shares represented by the solution to the following equation:

(1 – X/730) * 953,784, with “X” equaling the number of days elapsed between the Siminoff Separation Date and the Advisory Termination Date, and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

With respect to the Advisory Shares to which the Amended Repurchase Option does not apply, such Advisory Shares will be released from the Amended Repurchase Option and the Transfer Restrictions on the Advisory Termination Date.

On November 26, 2024, the Company and Mr. Mitura mutually agreed that Mr. Mitura would step down as the Company’s Chief Product Officer effective as of such date, at which time Mr. Mitura ceased to serve as an “executive officer” of the Company under Rule 3b-7 of the Exchange Act. Also on November 26, 2024, the Company and Mr. Mitura entered into a Separation and Transition Agreement and Release (the “Mitura Separation Agreement”). The Mitura Separation Agreement provides that the Company and Mr. Mitura’s affiliated entity would enter into a consulting agreement pursuant to which Mr. Mitura would assist the Company in product development. In addition, under the Mitura Separation Agreement, the Company agreed to reimburse Mr. Mitura for certain legal expenses. Pursuant to the consulting agreement, which terminated March 23, 2025, the Company paid Mr. Mitura’s related entity approximately $0.7 million in each of 2024 and 2025.

February 2025 Leadership Appointments

Following the December 2024 filing of the 2022 Annual Report and completion of the Restatement, on February 4, 2025, Jason Keyes, Interim Chief Executive Officer, and Marc Landy, Interim Chief Financial Officer, provided notice of their resignations from their positions with the Company effective as of February 6, 2025 (the “Appointment Date”). Messrs. Keyes and Landy were serving in such capacities pursuant to an agreement between the Company and AlixPartners. On the Appointment Date, the Board appointed David Lillis as Chief Executive Officer, Jeff Mayfield as Chief Financial Officer and Priyen Patel as Chief Strategy and Legal Officer.

Mr. Lillis had served as Senior Vice President of Finance of the Company since July 2023. He was previously Chief Financial Officer of RubinBrown LLP, an accounting and professional consulting firm. In such role, which began in 2021, Mr. Lillis served as the top finance executive for the firm and was responsible for all financial operations. He is a Chartered Financial Analyst and a Certified Public Accountant.

Mr. Mayfield joined the Company in September 2023 as Controller. Mr. Mayfield has over 20 years of experience and expertise in global accounting, finance strategy and operational leadership. From 2001 to September 2023, Mr. Mayfield held progressive leadership roles at Mastercard Worldwide, where he led financial integration efforts for over ten acquisitions with deal values ranging from $25 million to $3 billion. He is a Certified Public Accountant.

Mr. Patel joined the Company in April 2019 as VP of Legal and most recently served as Senior Vice President, Head of Corporate Strategy, General Counsel and Corporate Secretary. In such role, Mr. Patel has built and led the Company’s legal function and acted as a trusted advisor and leader for the Company and the Board through several critical events, including its

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initial public offering, the Restatement process and several leadership transitions. Prior to joining the Company, Mr. Patel was an attorney at White & Case LLP, a position he started in May 2018 with a focus on technology transactions and mergers and acquisitions.

Available Information

Our internet website address for our stockholders and other interested parties is https://~~investors~~DOOR.~~latch.~~com/investors. We make available, free of charge, through our website or through the SEC’s website at www.sec.gov, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after filing such reports with the SEC. Also, the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Code of Business Conduct and Ethics, Corporate Governance Guidelines and stockholder communications are available through our website, and we also intend to disclose any amendments to our Code of Business Conduct and Ethics, or waivers to such code on behalf of our Chief Executive Officer or Chief Financial Officer, on our website. All of these corporate governance materials are available free of charge and in print to any stockholder who provides a written request to the Corporate Secretary at 1220 N. Price Rd, Suite 2, Olivette, Missouri 63132. The contents of our website are not intended to be incorporated by reference into this Form 10-K or any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

Item 1A. Risk Factors

~~Summary~~The following is a summary of ~~Risk~~the ~~Factors~~risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. We encourage you to carefully review the full risk factors contained below in their entirety for additional information regarding these risks and uncertainties.

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed risk factors contained below.

Risks Related to the Restatement, Internal Controls and Related Matters

•We and our directors and certain of our former officers have been named in lawsuits related to the circumstances that gave rise to the Restatement and may be named in further proceedings.

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•We are subject to an ongoing investigation by the SEC and may be named in future governmental or other regulatory investigations and proceedings.

•Because our securities are traded on the OTC Expert Market, there is a minimal public market for our securities, which negatively affects the value of our securities and may make it difficult or impossible for you to sell or buy them.

•Matters relating to or arising from the Restatement and the Investigation have had, and could continue to have, an adverse effect on our business and financial condition and reputation.

•We have material weaknesses in our internal control over financial reporting.

Risks Related to our Business and Industry

•The presence of various risks and uncertainties associated with the Company’s liquidity position may adversely affect ~~its~~our ability to sustain ~~its~~our operations.

•We ~~are~~have ~~an early-stage company with~~ a history of losses, we may not achieve or maintain profitability in the future, and our operating results and financial condition may continue to fluctuate.

•The loss of a significant customer may have a material adverse effect on us.

•Our growth and the markets in which we operate make it difficult to evaluate our current business and future prospects.

•Our restructuring and associated workforce reductions resulted in the loss of institutional knowledge.

•We face various risks related to our HelloTech business, many of which are difficult to predict while the business is being integrated into the Company.

•Our future operating results will rely in part upon the successful execution of our strategic partnerships.

•If our security controls are breached, or unauthorized or inadvertent access to user information or other data or to control or view systems are otherwise obtained, we may incur significant liabilities.

•We may be unable to attract new customers and maintain customer satisfaction with current customers.

•We rely on our channel partner network and certain third-party providers of licensed software and services that are important to our business.

•Customer turnover or costs we incur to retain and upsell our customers could adversely affect our financial performance.

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•If we are unable to develop new solutions, adapt to technological change, sell our software, services and products into new markets or further penetrate our existing markets, our revenue may not grow as expected.

•We operate in the emerging and evolving smart building technology industry, which may develop more slowly than we expect and may become more competitive.

•We may not realize the anticipated benefits of the ~~HDW Acquisition, the~~ HelloTech Merger or other acquisitions.

•Changes in effective tax rates, adverse outcomes resulting from examination of our income or other tax returns and an inability to use some or all of our net operating loss carryforwards could adversely affect our results of operations.

•We may require additional capital to pursue our business objectives and to operate our business.

•If we are unable to acquire or adequately protect intellectual property, we could be competitively disadvantaged.

•Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.

•Some of our products and services contain open source software, which may pose particular risks to our business.

•Our products and services may be affected from time to time by design and manufacturing defects.

•If we fail to continue to develop our brands, our business may suffer.

•We must successfully upgrade and maintain our information technology systems, and problems with our information systems, third-party systems and infrastructure upon which we rely could interfere with our business and operations.

•We collect, store, process and use personal information, which subjects us to legal obligations and laws and regulations related to security and privacy.

•We rely on a limited number of suppliers, manufacturers and logistics partners that we do not control.

•Increases in component costs, long lead times, supply shortages and changes, labor shortages and construction delays could disrupt our supply chain and operations.

•Our operating results could be adversely affected if we are unable to accurately forecast customer demand for our products and services and adequately manage our inventory.

•From time to time, we may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business.

•Our smart building technology is subject to varying state and local regulations, and we must also comply with import and export, bribery and money laundering laws, regulations and controls.

•If we are unable to sustain pricing levels, our business could be adversely affected.

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•Insurance policies may not cover all of our operating risks, and a casualty loss beyond the limits of our coverage could negatively impact our business.

•Downturns in general economic and market conditions and reductions in spending may reduce demand for our software, services and products, which could harm our revenue, results of operations and cash flows.

•We are dependent upon relationships with manufacturers in Taiwan and China, which exposes us to complex regulatory regimes, logistical challenges and business risk.

•We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.

•The Loan Agreement does, and any future agreements related to indebtedness may, restrict our current and future operations, particularly our ability to respond to changes in business or to take certain actions.

Risks Related to Ownership of Our Securities

•Our common stock price may be volatile or may decline regardless of our operating performance.

•We do not intend to pay dividends on our common stock for the foreseeable future.

•Our issuance or sale of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

•Our warrants are subject to various limitations and features that could adversely impact the holders of such warrants.

•Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult or limit attempts by our stockholders to replace or remove our current management.

•Our governing documents provide a sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

•Climate change and related environmental issues may have an adverse effect on our business, financial condition and operating results.

•Stockholder and customer emphasis on environmental, social and governance responsibility may impose additional costs on us or expose us to new risks.

•Our business is subject to the risk of earthquakes, fires, power outages, floods and other catastrophic events, and to interruption by man-made problems such as terrorism.

•We incur increased costs as a result of being a public company. Failure to comply with laws, regulations and standards relating to our public company status could materially and adversely affect our business and results of operations.

•If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

Risks Related to the Investigation, Restatement, Internal Controls and Related Matters

We and our directors and certain of our ~~current and~~ former officers ~~and directors~~ have been named in ~~stockholder class action~~ lawsuits ~~and derivative lawsuits~~ related to the circumstances that gave rise to the Restatement and ~~extended filing delay in filing our periodic reports with the SEC and~~ may be named in further ~~litigation, government investigations and~~ proceedings~~, which could require significant additional management time and attention, has resulted and could result in significant~~ .

13We and certain of our current and former officers and directors have been named in, or are required to indemnify certain defendants of, stockholder class action lawsuits and derivative lawsuits (collectively, the “Stockholder Lawsuits”) relating to the circumstances identified in the Investigation. The Investigation gave rise to the Restatement and an extended filing delay in filing our periodic reports with the SEC. The litigation has been time consuming and expensive. We may also be named in further litigation, investigation or other actions that may be filed or initiated against us or our current or former officer or directors, which could require significant additional management time and attention, and could result in significant additional legal expenses or result in government enforcement actions, any of which could have a material adverse impact on our results of operations, financial condition, liquidity and cash flows. We cannot predict what losses we may incur in the pending litigation matters and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to the Restatement.

To date, we have incurred significant costs in connection with the Stockholder Lawsuits and other pending litigation. Any further legal proceedings will likely involve significant defense and other costs and, if decided adversely to us or settled, could result in significant monetary damages, penalties and reputational harm. These cash outflows have negatively impacted, and will continue to negatively impact, our cash position, liquidity and profitability.

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~~additional~~made ~~legal~~a ~~expenses~~party to any threatened, pending or ~~result~~completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. Although we maintain insurance coverage in ~~government~~amounts ~~enforcement~~and ~~actions~~with deductibles that we believe are appropriate for our operations, ~~any~~our ofinsurance ~~which~~coverage ~~could~~does not cover all claims that have been or may be brought against us, and insurance coverage may not be available to us at a ~~material~~reasonable ~~adverse~~cost. ~~impact~~As ona ~~our~~result, ~~results~~we ofhave ~~operations~~been and may continue to be exposed to substantial uninsured liabilities, ~~financial~~including ~~condition~~pursuant to our indemnification obligations, ~~liquidity~~which could materially adversely affect our business, prospects, results of operations and ~~cash~~financial ~~flows~~condition.

WeSee ~~and~~Part ~~certain of our current and former officers and directors have been named in~~I, orItem ~~are~~3. ~~required to indemnify certain defendants of, stockholder class action lawsuits and derivative lawsuits (collectively, the~~ “~~Stockholder~~Legal ~~Lawsuits~~Proceedings”) ~~relating to the matters identified in the Investigation~~ and ~~audit~~Note ~~and compliance efforts and may become subject to further litigation, government investigations or proceedings arising out of the Restatement~~14. ~~The~~Commitments ~~pending litigation has been,~~ and ~~any future litigation~~Contingencies, ~~investigation~~in orPart ~~other actions that may be filed or initiated against us or our current or former officers or directors may be~~II, ~~time~~Item ~~consuming and expensive~~8. We“Financial ~~cannot~~Statements” ~~predict~~for ~~what~~additional ~~losses~~discussion weof ~~may incur in~~ these ~~litigation~~ matters ~~and contingencies related to our obligations under the federal and state securities laws, or in other legal proceedings or governmental investigations or proceedings related to the Restatement~~.

ToWe ~~date,~~are wesubject ~~have~~to ~~incurred~~an ~~significant~~ongoing ~~costs~~SEC ininvestigation ~~connection with~~ (the ~~Stockholder~~“SEC ~~Lawsuits~~Investigation”) and ~~other~~may ~~pending~~be ~~litigation.~~named ~~Any~~in ~~legal~~future ~~proceedings~~governmental ~~will~~or ~~likely~~other ~~involve~~regulatory ~~significant~~investigations ~~defense~~ and ~~other costs and~~proceedings, ifeach ~~decided~~of ~~adversely~~which ~~to us or settled,~~ could ~~result in significant monetary damages, penalties and reputational harm. We~~ have ~~also~~a ~~agreed~~material toadverse ~~contribute~~impact ~~towards~~on ~~certain~~our ~~settlements related to the Stockholder Lawsuits~~business, ~~which~~financial ~~remain subject to court approval. These cash outflows have negatively impacted~~condition, ~~and~~results ~~will~~of ~~continue to negatively impact~~operation, ~~our~~ cash ~~position,~~flows ~~liquidity~~ and ~~profitability~~reputation.

We have entered into indemnification agreements with each of our current and former directors, certain of our current and former officers and certain third parties, and our amended and restated certificate of incorporation requires us to indemnify each of our directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. Although we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations, our insurance coverage does not cover all claims that have been or may be brought against us, and insurance coverage may not be available to us at a reasonable cost. As a result, we have been and may continue to be exposed to substantial uninsured liabilities, including pursuant to our indemnification obligations, which could materially adversely affect our business, prospects, results of operations and financial condition.

See Part I, Item 3. “Legal Proceedings” and Note 12. Commitments and Contingencies, in Part II, Item 8. “Financial Statements” for additional discussion of these matters.

We are subject to an ongoing SEC investigation and may be named in future governmental or other regulatory investigations and proceedings, each of which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation.

Since being contacted by the Staff of the SEC in March 2023, the Company has been cooperating with the Staff’s investigation into issues related to the Company’s key performance indicators and revenue recognition practices that led to the Restatement and related issues. We cannot predict the duration or outcome of the SEC Investigation or whether the SEC will bring an enforcement action against us.

We cannot predict or provide any assurance as to the timing, outcome or consequences of the SEC Investigation. If the SEC were to conclude that enforcement action is appropriate, we could be required to pay civil penalties and fines, and the SEC could impose other sanctions against us or against our current and former officers and directors. We have incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with matters relating to or arising from the SEC Investigation. These cash outflows have, and will continue to, negatively impact our cash position and profitability. We cannot predict if the SEC will impose any penalty or fine and, if it does, the magnitude or timing of such penalty or fine; however, any penalty or fine would also negatively impact our cash position, profitability and liquidity.

In addition, our Board, management and employees have expended, and may continue to expend, a substantial amount of time on the SEC Investigation, diverting resources and attention that would otherwise be directed toward our operations and implementation of our business strategy, all of which could materially adversely affect our business, financial condition and results of operations. Publicity surrounding the foregoing, or any SEC enforcement action or settlement as a result of the SEC Investigation, even if ultimately resolved favorably for us, could have an adverse impact on our reputation, business, financial condition and results of operations.

In addition, although we have completed the Restatement, we could receive additional inquiries from the SEC or other regulatory authorities regarding our restated financial statements or matters relating thereto, and we could be subject to future claims, investigations or proceedings. Any future inquiries from regulatory authorities, or future claims or proceedings as a result of the Restatement or any related regulatory investigation, will, regardless of the outcome, consume a significant amount of our internal resources and result in additional legal and accounting costs.

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result of the Restatement or any related regulatory investigation, will, regardless of the outcome, consume a significant amount of our internal resources and result in additional legal and accounting costs.

Because our securities are trading on the OTC Expert Market, there is a minimal public market for our securities, which negatively affects the value of our securities and may make it difficult or impossible for you to sell them. We cannot assure you that our common stock and warrants will be traded on the OTCQX, OTCQB or OTC Pink markets or listed on Nasdaq or any other national securities exchange in the future.

On February 7, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq (the “Nasdaq Staff”) notifying the Company that Nasdaq had initiated a process that could result in the delisting of the Company’s securities from Nasdaq as a result of the Company’s failure to timely file all required periodic financial reports with the SEC. The Company presented a Compliance Plan (the “Compliance Plan”) at a March 23, 2023 hearing before a Nasdaq Hearings Panel (the “Panel”). As set forth in the Compliance Plan, the Company intended to regain compliance with its periodic filing obligations under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) by filing with the SEC, on or before August 4, 2023, (i) the 2022 Annual Report, (ii) its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2022 and September 30, 2022 (together, the “Delinquent Quarterly Reports”), and (iii) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “First Quarter 2023 Report”). On April 5, 2023, the Company received a decision from the Panel granting the Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with the Listing Rule on or before August 4, 2023.

On July 31, 2023, the Company notified the Panel that the Company did not anticipate filing the required reports to regain compliance with the Listing Rule on or before August 4, 2023. On August 8, 2023, the Company received a notice from the Panel stating that it had determined to suspend trading of the Company’s securities on August 10, 2023 and commence delisting procedures because of the Company’s failure to regain compliance with the Listing Rule by August 4, 2023. On March 21, 2024, Nasdaq filed a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq. The delisting was effective April 1, 2024. Since the suspension of trading in the Company’s common stock and warrants on Nasdaq, the Company’s securities have been traded on the OTC Expert Market.

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Panel stating that it had determined to suspend trading of the Company’s securities on August 10, 2023 and commence delisting procedures because of the Company’s failure to regain compliance with the Listing Rule by August 4, 2023. On March 21, 2024, Nasdaq filed a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq. The delisting was effective April 1, 2024. Since the suspension of trading in the Company’s common stock and warrants on Nasdaq, the Company’s securities have been traded on the OTC Expert Market.

Quotes in the OTC Expert Market are “Unsolicited Only.” This means broker-dealers may only use the OTC Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the Company. Quotations in OTC Expert Market securities are restricted from public viewing. Only broker-dealers and professional or sophisticated investors are permitted to view quotations in OTC Expert Market securities. Because of these restrictions, there is a minimal public market for our securities, which negatively affects the value of our securities and may make it difficult or impossible for you to sell them. We cannot assure you that our common stock and warrants will be traded on the OTC Pink markets or the OTCQX or OTCQB markets, which generally offer greater liquidity than the OTC Expert Market, in the future.

Over-the-counter markets are generally considered to be less efficient than, and not as broad as, a national stock exchange. In addition, our ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets. While we cannot guarantee that we would be able to complete an equity financing on acceptable terms, or at all, we believe that dilution from any equity financing while our shares are quoted on an over-the-counter market would likely be substantially greater than if we were to complete a financing while our common stock is traded on a national securities exchange.

Our common stock may also be subject to penny stock rules, which impose additional sales practice requirements on broker-dealers who sell our common stock. The SEC generally defines “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The ability of broker-dealers to sell our common stock and the ability of our stockholders to sell their shares in the secondary market will be limited and, as a result, the market liquidity for our common stock will likely be adversely affected. Further, certain brokerage firms have implemented rules regarding the deposit of penny stock shares into new or existing accounts where such stocks do not meet minimum price and volume requirements. Such rules may make it difficult or even prevent stockholders from timely selling their shares through such brokerage firms unless the shares meet such minimum requirements.

No assurance can be provided that an active trading market for our securities will develop or, if one develops, will continue. The lack of an active trading market for our securities may limit the liquidity of an investment in our common stock or warrants, meaning you may not be able to sell any shares of common stock or warrants you own at times, or at prices, attractive to you. Any of these factors may materially adversely affect the price of our common stock and warrants.

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We may not ever be able to satisfy the initial or continued listing requirements for our common stock to be listed on any stock exchange, including Nasdaq, which are often more widely-traded and liquid markets. Some, but not all, of the factors that may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; the SEC Investigation may remain ongoing; and we may fail to regain or maintain compliance with the relevant listing rules and requirements.

In the future, if eligible to do so, we could elect to deregister our securities under the Exchange Act. Deregistration would result in less disclosure about us and may negatively affect the liquidity and trading prices of our securities.

In the future, if eligible to do so, our Board may elect to voluntarily deregister our securities under the Exchange Act and suspend our reporting obligations. While no Board approval of deregistration has taken place, in the future, the Board may consider and/or authorize the Company to file with the SEC a Form 15 to voluntarily deregister our securities under Section 12(g) of the Exchange Act and suspend our reporting obligations under Section 15(d) of the Exchange Act, if eligible to do so. If the Board approves such deregistration, we would file a Form 15 and our obligations to file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, would be suspended immediately upon the filing of the Form 15 with the SEC, and our proxy statement, Section 16 and other Section 12(g) reporting responsibilities would terminate effective 90 days after the filing of the Form 15. Following any deregistration, we would not expect to publish periodic financial information or furnish such information to our stockholders except as may be required by applicable laws or stock exchange rules. As a result of the foregoing factors, deregistration may result in less disclosure about us and may negatively affect the liquidity and trading prices of our securities.

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required by applicable laws or stock exchange rules. As a result of the foregoing factors, deregistration may result in less disclosure about us and may negatively affect the liquidity and trading prices of our securities.

Matters relating to or arising from the Restatement and the Investigation, including adverse publicity and potential concerns from our customers, have had, and could continue to have, an adverse effect on our business and financial condition.

We have been, and could continue to be, the subject of negative publicity focusing on the Investigation and the Restatement and have been, and may continue to be, adversely impacted by negative reactions from our customers or others with whom we do business. Concerns include the perception of the effort required to address our accounting and control environment and the ability for us to be a long-term provider to our customers. The continued occurrence of any of the foregoing could harm our business and have an adverse effect on our financial condition.

We have identified deficiencies in our internal control over financial reporting that resulted in material weaknesses in our internal control over financial reporting and have concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, ~~2023~~2024. If we fail to properly remediate these or any future material weaknesses or deficiencies or to maintain proper and effective internal controls, further material misstatements in our financial statements could occur and impair our ability to produce accurate and timely financial statements and could adversely affect investor confidence in our financial reports, which could negatively affect our business.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis. We have concluded that our internal control over financial reporting was not effective as of December 31, ~~2023~~2024 due to the existence of material weaknesses, and we have also concluded that our disclosure controls and procedures were not effective as of December 31, ~~2023~~2024 due to material weaknesses in our internal control over financial reporting, all as described in Part II, Item 9A. “Controls and Procedures.” Our management has determined that we have material weaknesses in the Company’s internal control over financial reporting as of December 31, ~~2023~~2024 related to (i) control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities. All of these material weaknesses existed as of December 31, ~~2022, and certain of these material weaknesses also existed as of December 31, 2021~~2023.

As of the date of this Form 10-K, our remediation efforts are on-going. We cannot assure you that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future. We intend to continue our control remediation activities and to continue to improve our operational, information technology, financial systems and infrastructure procedures and controls, as well as to continue to expand, train, retain and manage our personnel who are essential to effective internal controls. In doing so, we will continue to incur expenses and expend management time on compliance-related issues. We may be unable to hire or retain such personnel, including qualified accounting and financial reporting personnel.

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compliance-related issues. We may be unable to hire or retain such personnel, including qualified accounting and financial reporting personnel.

If our remediation measures are insufficient to address the identified deficiencies, or if additional deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements, and we could be required to restate our financial results. Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected on a timely basis, or at all. Although we are working to remedy the ineffectiveness of the Company’s internal control over financial reporting, there can be no assurance as to when the remediation plan will be fully implemented, the aggregate cost of implementation or whether the remediation plan will be adequate and effective. Until our remediation plan is fully implemented, our management will continue to devote significant time and attention to these efforts. If we do not complete our remediation in a timely fashion, or at all, or if our remediation plan is inadequate or ineffective, there is an increased risk that we will be unable to timely file future periodic reports with the SEC and that our future consolidated financial statements could contain errors that will be undetected. If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Restated financial statements and failures in internal controls may also cause us to fail to meet reporting obligations, result in the delisting of our securities, negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect on the price of our common stock, subject us to further regulatory investigations and penalties or stockholder litigation, and materially adversely impact our business and financial condition.

If we identify any new material weaknesses in the future, any such weakness could limit our ability to prevent or detect a misstatement of our financial statements. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the accuracy of our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

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reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the accuracy of our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to our Business and Industry

The presence of various risks and uncertainties associated with the Company’s liquidity position may adversely affect its ability to sustain its operations.

As of the date of this Form 10-K (the “Filing Date”), the presence of the following risks and uncertainties associated with the Company’s liquidity position may adversely affect its ability to sustain its operations:

•i.The continued incurrence of significant expenses related to legal and other professional services in connection with the SEC Investigation and the possibility that the SEC may levy civil penalties or fines against the Company;

•ii.Potential expenditures associated with defending, negotiating or resolving the service provider demand described in Note 1214. Commitments and Contingencies, in Part II, Item 8. “Financial Statements;”

•iii.Unexpected expenditures related to the Stockholder Lawsuits ~~in the event the agreed-to settlements are not approved by the respective courts, or otherwise~~;

•iv.The incurrence of significant expenses related to other legal or regulatory proceedings, whether actual or threatened;

•v.The failure of the Company to achieve its revenue expectations, including as a result of:

◦•Pricing compression for the Company’s ~~SaaS~~ products;

◦▪Market adoption of the DOOR ~~application~~App;

◦▪The success of the HelloTech business;

◦▪The impact of elevated interest rates on the Company’s potential customers, who may eliminate or delay expenditures for the products or services the Company offers; and

◦▪Market perception of the Company and its offerings;

•vi.Costs of revenue and operating expenses exceeding the Company’s expectations;

•vii.The Company’s failure to maintain the liquidity ratio required by the Loan Agreement with Customers Bank;

•viii.The Company’s inability to fully leverage its prepaid inventory; or

•ix.The catastrophic loss of inventory due to theft, natural disaster or otherwise.

Due to the risks and uncertainties described above, the Company continues to monitor its liquidity position. The Company recognizes the challenge of maintaining sufficient liquidity to sustain its operations and remain in compliance with the liquidity ratio required by the Loan Agreement. However, notwithstanding its liquidity position as of the Filing Date, and while it is difficult to predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient liquidity to fund its operations over the 12 months beyond the Filing Date.

17In response to the risks and uncertainties described above, the Company may attempt to secure additional outside capital. However, the Company has not sought any commitments of additional outside capital and can provide no assurance it will be able to secure any outside capital in the future at all, or on terms that are acceptable to the Company. Additionally, the Company’s securities are currently traded on the OTC Expert Market. Because of applicable restrictions, there is a minimal public market for the Company’s securities, and the Company’s ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets. The Company also plans to continue to closely monitor its cash flow forecast and, if necessary, may implement certain incremental cost savings measures to preserve its liquidity. See Note 21. Restructuring, in Part II, Item 8. “Financial Statements.”

As of December 31, 2024 and 2023, the Company’s unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $75.4 million and $179.5 million, respectively. Current financial information regarding the Company, including its results of operations and statement of cash flows, will not be available until we timely file our financial statements for the applicable period.

We have not been profitable historically and may not achieve or maintain profitability in the future.

We have experienced net losses in each year since inception, including a net loss of $57.6 million for the year ended December 31, 2024. We believe we will continue to incur operating losses and negative cash flow in the near term as we continue to invest significantly in our business, in particular to enhance and develop new DOOR Platform features, services and products to position us for future growth. Additionally, we have incurred substantial losses and expended significant

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~~liquidity~~resources ~~ratio~~to ~~required~~market, bypromote ~~the~~and ~~Loan~~sell ~~Agreement.~~our ~~However,~~solutions ~~notwithstanding~~and ~~its~~products ~~liquidity~~and ~~position~~expect asto ofcontinue ~~the~~to ~~Filing~~do ~~Date,~~so ~~and~~in ~~while~~the itfuture. isWe ~~difficult~~also expect to ~~predict~~continue ~~its~~to invest for future ~~liquidity~~growth, ~~requirements~~including ~~with~~for ~~certainty~~customer acquisition, ~~the~~technology ~~Company~~infrastructure ~~currently~~and ~~expects~~services itdevelopment. ~~will~~As benoted ~~able~~above, towe ~~generate~~have ~~sufficient~~also ~~liquidity~~incurred tosignificant ~~fund~~costs ~~its~~in ~~operations~~connection ~~over~~with the 12Stockholder ~~months~~Lawsuits ~~beyond~~and ~~the~~SEC ~~Filing Date~~Investigation.

In response to the risks and uncertainties described above, the Company may attempt to secure additional outside capital. However, the Company has not sought any commitments of additional outside capital and can provide no assurance it will be able to secure any outside capital in the future at all, or on terms that are acceptable to the Company. Additionally, the Company’s securities are currently traded on the OTC Expert Market. Because of applicable restrictions, there is a minimal public market for the Company’s securities, and the Company’s ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets. The Company also plans to continue to closely monitor its cash flow forecast and, if necessary, may implement certain incremental cost savings measures to preserve its liquidity beyond the 2022 RIFs and the July 2023 RIF. See Note 20. Restructuring, in Part II, Item 8. “Financial Statements.”

As of December 31, 2023 and 2024, the Company’s unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $179.5 million and $75.5 million, respectively. Current financial information regarding the Company, including its results of operations and statement of cash flows, will not be available until we file our 2024 financial statements.

We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the future.

We have experienced net losses in each year since inception, including a net loss of $107.5 million for the year ended December 31, 2023. We believe we will continue to incur operating losses and negative cash flow in the near term as we continue to invest significantly in our business, in particular to enhance and develop new Latch Platform features, services and products to position us for future growth. Additionally, we have incurred substantial losses and expended significant resources to market, promote and sell our solutions and products and expect to continue to do so in the future. We also expect to continue to invest for future growth, including for customer acquisition, technology infrastructure and services development. As noted above, we have also incurred significant costs in connection with the Stockholder Lawsuits and SEC Investigation.

We expect to continue to incur losses for the foreseeable future and will have to generate and sustain increased revenues to achieve future profitability. Achieving profitability will require us to increase revenues, manage our cost structure and avoid significant liabilities. Revenue growth may slow, revenues may decline or we may incur significant losses in the future for a number of possible reasons, including general macroeconomic conditions, increasing competition (including competitive pricing pressures), a decrease in the growth of the markets in which we compete or if we fail for any reason to continue to capitalize on growth opportunities. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and service quality problems or other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed and our stock price could be volatile or decline.

Our operating results and financial condition may fluctuate from period to period.

Our operating results and financial condition fluctuate from quarter-to-quarter and year-to-year and are likely to continue to vary due to a number of factors, many of which are not within our control. Both our business and the smart building technology industry are changing rapidly, and our historical operating results may not be useful in predicting our future operating results. If our operating results, guidance or projections we provide to the marketplace do not meet previous guidance or projections or the expectations of securities analysts or investors, or we adjust such guidance or projections downward, the market price of our common stock will likely decline. We have experienced declines in our common stock since 2021. Fluctuations in our operating results and financial condition may occur due to a number of factors, including:

•the portion of our revenue attributable to SaaS versus hardware and other sales;

•the impact of organizational changes, including any reductions in force ~~and the transition of Mr. Siminoff into an advisory role in 2025~~;

•fluctuations in demand for our platform and solutions;

•changes in pricing by us in response to competitive pricing actions or otherwise;

•the ability of our hardware vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands;

•the timing and success of introductions of new solutions, products or upgrades by us or our competitors;

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•changes in our business and pricing policies or those of our competitors;

•our ability to accurately forecast demand and revenue;

•our ability to control costs, including our operating expenses and the costs of the hardware we purchase;

•competition, including entry into the industry by new competitors and new offerings by existing competitors;

•our ability to successfully manage and integrate ~~the HDW Acquisition, the HelloTech Merger and~~ any ~~future~~ acquisitions of businesses;

•issues related to introductions of new or improved products such as shortages of prior generation products or decreased demand for next generation products;

•the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, introducing new services, solutions or products or paying litigation or similar expenses, including those related to the Stockholder Lawsuits and the SEC Investigation;

•the ability to effectively manage growth within existing and new markets;

•changes in the payment terms for our products and services;

•the strength of regional, national and global economies;

•the impact of the any economic disruption, such as those caused by disruptions in access to bank deposits or lending commitments due to bank failures, the Russian invasion of Ukraine, increasing interest rates, the implementation of tariffs on imports, inflationary pressures and the threat of a recession;

•changes in the fair values of our financial instruments (including certain warrants that we assumed in connection with the Business Combination); and

•the impact of natural disasters or man-made problems such as terrorism.

Due to the foregoing factors, and the other risks discussed in this Form 10-K, you should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as indicators of our future performance.

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Our growth and the quickly changing markets in which we operate make it difficult to evaluate our current business and future prospects, which may increase the risk of investing in our common stock.

We have grown since 2017 when we introduced our smart building technology. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing markets. If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer.

~~Our~~The ~~restructuring~~loss ~~and~~of ~~associated~~a ~~workforce~~significant ~~reductions~~customer inmay ~~May~~have ~~and~~a ~~August~~material ~~2022~~adverse ~~and~~effect ~~July~~on ~~2023 resulted in the loss of institutional knowledge and could disrupt our business~~us.

~~The~~We ~~reductions~~depend inon ~~force~~a ~~conducted~~small innumber ~~2022~~of ~~(the~~customers ~~“2022~~for ~~RIFs”)~~a ~~and~~substantial ~~the~~portion ~~July~~of ~~2023~~our ~~RIF~~business, and ~~attrition~~we ~~following~~expect ~~the~~that ~~restructurings,~~a ~~resulted~~small innumber ~~the loss~~ of ~~institutional~~customers ~~knowledge~~will ~~and~~continue ~~expertise~~to ~~and~~account ~~the~~for ~~reallocation~~a ~~and~~significant ~~combination~~part of ~~certain~~our ~~roles~~revenue and ~~responsibilities~~receivables ~~across~~in the ~~Company,~~future. ~~all~~As of ~~which~~December 31, ~~could~~2024, ~~adversely~~the ~~affect~~Company ~~our~~had ~~operating~~two ~~results~~customers ~~and~~that ~~financial~~accounted ~~condition~~for 48% of gross accounts receivable. ~~Additionally,~~As weof ~~are~~December 31, ~~subject~~2023, tothe ~~service-level~~Company ~~agreements~~had ~~(“SLAs”)~~one ~~with~~customer ~~certain~~that ~~customers,~~accounted ~~and~~for we43% ~~may~~of begross ~~unable~~accounts toreceivable. ~~comply~~For ~~with~~the ~~such~~years ~~agreements~~ending asDecember 31, a2024 ~~result~~and of2023, the ~~restructuring~~Company had one customer that accounted for 33% and 32%, ~~attrition~~respectively, orof ~~other~~total ~~factors~~revenue.

WeIf ~~cannot~~a ~~guarantee~~key ~~that~~customer westops ~~will~~or ~~not~~slows ~~have~~its topurchasing ~~undertake~~of ~~additional~~our ~~workforce~~products ~~reductions~~for orany ~~restructuring activities in the future. Furthermore~~reason, ~~strategic~~materially ~~restructuring~~reduces ~~may~~its ~~be disruptive to our~~ operations. ~~For~~or ~~example,~~its ~~any~~demand ~~workforce~~for ~~reduction could impair~~ our ~~ability~~products, ~~to achieve our current~~ or ~~future~~suffers ~~business~~a ~~objectives~~material ~~and~~impairment ~~yield~~of ~~unanticipated~~its ~~consequences,~~operations ~~such~~for asa ~~attrition~~significant ~~beyond~~period ~~planned~~of ~~staff~~time ~~reductions,~~such ~~increased~~that ~~difficulties~~it inis ~~our~~unable ~~day-~~to~~-day~~ ~~operations~~receive ~~and~~or ~~reduced~~utilize ~~employee~~our ~~morale.~~products, Weor ~~believe~~pay ~~the~~its ~~organizational~~liabilities, ~~restructuring of~~ our ~~sales~~business ~~and~~would ~~marketing~~be ~~teams~~materially asadversely ~~part~~affected. ofFor ~~the~~example, ~~2022~~we ~~RIFs~~believe ~~and~~that the ~~July~~volume ~~2023~~of ~~RIF~~hardware ~~negatively~~installations ~~impacted~~for ~~our~~a ~~revenue.~~key ~~Restructurings~~customer’s ~~could~~existing ~~also~~portfolio ~~cause~~may usdecrease tobeginning ~~delay,~~in ~~limit,~~the ~~reduce~~year orending ~~eliminate~~December ~~certain product development plans~~31, ~~each~~2027. ofIf ~~which~~the ~~could~~Company ~~have~~is anunable ~~adverse~~to ~~impact~~replace onthe ~~our~~associated ~~operating~~revenues ~~results~~through ~~and~~addition ~~financial~~to ~~condition.~~the ~~Any~~key ~~workforce~~customer’s ~~reduction~~existing ~~could~~portfolio, ~~also~~expansion ~~harm~~of our ~~ability~~customer tobase, ~~attract and retain qualified management and other personnel who are critical to~~ our ~~business.~~product ~~Any~~offerings ~~failure to attract~~ or ~~retain~~otherwise, ~~qualified~~the ~~personnel~~Company’s ~~could~~revenues ~~significantly~~would ~~delay~~decrease, orand ~~prevent the achievement of~~ our ~~development~~business ~~and~~would ~~strategic~~be ~~objectives~~adversely impacted.

We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory authorities mandate that they be classified as employees, our business would be adversely impacted.

We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding independent contractor classification. For instance, the technicians that provide services through the HelloTech platform are engaged as independent contractors. These classification regulations and guidelines vary by jurisdiction, are highly fact sensitive and are subject to judicial and agency interpretation, and it could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholding. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose and could damage our reputation and our ability to attract and retain other personnel.

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engaged as independent contractors. These classification regulations and guidelines vary by jurisdiction, are highly fact sensitive and are subject to judicial and agency interpretation, and it could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholding. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose and could damage our reputation and our ability to attract and retain other personnel.

In addition to the harms listed above, a determination in, resolution of, or settlement of, any legal proceeding related to the classification of HelloTech technicians may require us to significantly alter the existing HelloTech business model and/or operations (including suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified technicians to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations and our ability to achieve or maintain profitability in the future.

We rely on third-party background check providers to screen potential and existing HelloTech technicians, and if such providers fail to provide accurate information, or if providers are unable to complete background checks because of data access restrictions, court closures or other unforeseen government shutdowns, or if we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.

We rely on third-party background check providers to screen the records of potential and existing HelloTech independent technicians to help identify those that are not qualified to utilize our platform pursuant to applicable laws or any internal standards. Our HelloTech business may be adversely affected to the extent we cannot attract or retain qualified technicians as a result of such providers being unable to complete certain background checks, or being significantly delayed in completing certain background checks, because of data access restrictions, or to the extent that they do not meet their contractual obligations, our expectations or the requirements of applicable laws or regulations. If any of our third-party background ~~check providers terminates its relationship with us, we may need to find an alternate provider, and may not be able to secure similar terms or replace such partners in an acceptable time frame.~~

If we cannot find alternate third-party background check providers on terms acceptable to us, we may not be able to timely onboard potential technicians, and as a result, our platform may be less attractive to qualified technicians. Further, if the background checks conducted by our third-party background check providers do not meet our expectations or the requirements under applicable laws and regulations, unqualified technicians may be permitted to provide services on the HelloTech platform, and as a result, our reputation and brand could be adversely affected and we could be subject to increased regulatory or litigation exposure.16

WeTable ~~are also subject to a number~~ of laws and regulations applicable to background checks for potential and existing technicians on the HelloTech platform. If we or technicians on our platform fail to comply with applicable laws, rules and legislation, our reputation, business, financial condition and results of operations could be adversely affected.Contents

check providers terminates its relationship with us, we may need to find an alternate provider, and may not be able to secure similar terms or replace such partners in an acceptable time frame.

If we cannot find alternate third-party background check providers on terms acceptable to us, we may not be able to timely onboard potential independent technicians, and as a result, our platform may be less attractive to qualified technicians. Further, if the background checks conducted by our third-party background check providers do not meet our expectations or the requirements under applicable laws and regulations, unqualified technicians may be permitted to provide services on the HelloTech platform, and as a result, our reputation and brand could be adversely affected and we could be subject to increased regulatory or litigation exposure.

We are also subject to a number of laws and regulations applicable to background checks for potential and existing independent technicians on the HelloTech platform. If we or technicians on our platform fail to comply with applicable laws, rules and legislation, our reputation, business, financial condition and results of operations could be adversely affected.

Any negative publicity related to any of our third-party background check providers, including publicity related to safety incidents or data security breaches or incidents, could adversely affect our reputation and brand and could potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

Any failure to offer high-quality support of our HelloTech platform may harm our relationships with merchants, consumers, and technicians and could adversely affect our business, financial condition and results of operations.

Our ability to attract and retain merchants, consumers, and independent technicians to our HelloTech platform is dependent in part on our ability to provide high-quality support. Merchants, property owners, consumers and technicians depend on our support organization to resolve any issues relating to our platform. As we continue to grow our HelloTech business and improve our offerings, we will face challenges related to providing high-quality support services at scale. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation and adversely affect our ability to scale our platform and business, financial condition and results of operations.

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If HelloTech platform users engage in, or are subject to, criminal, violent, inappropriate or dangerous activity that results in safety incidents, our ability to attract and retain technicians, consumers and merchants may be harmed, which could have an adverse impact on our reputation, business, financial condition and operating results.

We are not able to control or predict the actions of HelloTech platform users and third parties, either during their use of the HelloTech platform or otherwise, and we may be unable to protect or provide a safe environment for independent technicians, consumers and customers as a result of certain actions by independent technicians, consumers, merchants and third parties. Such actions may result in injuries, loss of life, property damage, theft, unauthorized use of credit and debit cards or bank accounts, business interruption, brand and reputational damage or other significant liabilities. Although we administer certain qualification processes for technicians on our HelloTech platform, including background checks through third-party service providers, these qualification processes and background checks may not expose all potentially relevant information and are limited in certain jurisdictions according to national and local laws, and our third-party service providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility. In addition, we do not independently verify technicians’ skills.

At the same time, if the measures we have taken to guard against illegal, improper or otherwise inappropriate activities by HelloTech independent technicians, such as our requirement that all technicians undergo a background check, are too restrictive and inadvertently prevent technicians otherwise in good standing from using our platform, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth of technicians on our platform could be adversely affected.

If HelloTech independent technicians, or individuals impersonating technicians, engage in criminal activity, misconduct or inappropriate conduct or use our HelloTech platform as a conduit for criminal activity, customers may not consider our service offerings safe. Furthermore, if consumers or other customers engage in criminal activity or misconduct while using our HelloTech platform, technicians may be unwilling to use our platform.

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The success of our HelloTech platform depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy service professionals.

We must continue to attract, retain and grow the number of skilled and reliable service professionals who can provide services on our HelloTech platform. If we do not offer innovative services that resonate with customers and independent technicians generally, as well as provide technicians with attractive economics, the number of technicians affiliated with our platform would decrease. Any such decrease would result in smaller and less diverse networks and directories of technicians, and in turn, decreases in service requests, which could adversely impact our business, financial condition and results of operations.

The success of our HelloTech platform depends in part on our ability to cost-effectively attract and retain independent technicians who satisfy our screening criteria and procedures and to increase the use of our platform by existing technicians. Technicians have the ability to decline service orders or stop using our platform entirely at any time, and we do not have exclusivity provisions with technicians. Accordingly, if we do not continue to provide technicians with flexibility on our platform and compelling opportunities to earn income, we may fail to attract new technicians or retain existing technicians or increase their use of our platform, or we may experience complaints, negative publicity or work stoppages that could adversely affect our users and our business.

Relatedly, if customers choose to use competing offerings, we may lack sufficient opportunities for technicians to earn, which may reduce the perceived utility of our platform and impact our ability to attract and retain technicians. Changes in certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease the flexibility provided to technicians in certain markets, may result in a decrease in the pool of technicians, which may result in increased competition for technicians or higher costs of recruitment and engagement. Other factors outside of our control, such as increases in the price of gasoline, vehicles or insurance, may also reduce the number of technicians that utilize our platform or the use of our platform by technicians. If we fail to attract technicians, retain existing technicians on favorable terms or maintain or increase the use of our HelloTech platform by existing technicians, we may not be able to meet the demand of customers, and our business, financial condition and results of operations could be adversely affected.

Our future operating results will rely in part upon the successful execution of our strategic partnerships, which may not be successful. If these companies choose not to partner with us, our business and results of operations may be harmed.

Establishing a strategic partnership between two independent businesses is a complex, costly and time-consuming process that requires significant management attention and resources. Realizing the benefits of our strategic partnerships will depend in part on our ability to work with our strategic partners to develop, ~~particularly~~integrate, market and sell co-branded or connected solutions. In particular, working with major technology platforms and their products and services may take an extended period of time to deliver. Setting up and maintaining the operations and processes necessary for these strategic partnerships may cause us to incur significant costs and disrupt our business and, if implemented ineffectively, would limit the expected benefits to us. In addition, the process of bringing solutions that rely on third-party technology to market may take longer than anticipated, which could negate or reduce any anticipated benefits and revenue opportunities, and it may be necessary in the future to renegotiate agreements relating to various aspects of these solutions or other third-party solutions. The failure to successfully and timely implement and operate our strategic partnerships could harm our ability to realize the anticipated benefits of these partnerships and could adversely affect our business, financial condition, cash flows and results of operations. In addition, if these third-party solution providers choose not to partner with us, choose to integrate their solutions with our competitors’ platforms or are unable or unwilling to update their solutions, our business, financial condition, cash flows and results of operations could be harmed.

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our relationships with RealPage, Yardi, Entrata, Townsteel and YoSmart, among others, will depend in part on our ability to work with our strategic partners to develop, integrate, market and sell co-branded or connected solutions. In particular, working with major technology platforms and their products and services may take an extended period of time to deliver. Setting up and maintaining the operations and processes necessary for these strategic partnerships may cause us to incur significant costs and disrupt our business and, if implemented ineffectively, would limit the expected benefits to us. In addition, the process of bringing solutions that rely on third-party technology to market may take longer than anticipated, which could negate or reduce any anticipated benefits and revenue opportunities, and it may be necessary in the future to renegotiate agreements relating to various aspects of these solutions or other third-party solutions. The failure to successfully and timely implement and operate our strategic partnerships could harm our ability to realize the anticipated benefits of these partnerships and could adversely affect our business, financial condition, cash flows and results of operations. In addition, if these third-party solution providers choose not to partner with us, choose to integrate their solutions with our competitors’ platforms or are unable or unwilling to update their solutions, our business, financial condition, cash flows and results of operations could be harmed.

If our security controls are breached, or unauthorized or inadvertent access to user information or other data or to control or view systems are otherwise obtained, our products, software or services may be perceived as insecure, our business may be harmed and we may incur significant liabilities.

Use of our solutions and services involves the storage, transmission and processing of personal information of our end users, and may in certain cases help secure, or permit access to, our end users’ homes or properties. We also maintain and process confidential, proprietary and personal information in our business, including our employees’ and contractors’ personal information and confidential business information. We rely on proprietary and commercially available systems, software, tools and monitoring to protect against unauthorized use or access of the information we process and maintain. Our services and the networks and information systems we utilize in our business are at risk for breaches as a result of third-party action, employee or partner error, malfeasance or other factors. Although we have established security measures to protect customer information, our or our partners’ security and testing measures may not prevent security breaches. Further, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology we use to protect personal information.

Criminals and other nefarious actors are using increasingly sophisticated methods, including cyberattacks, phishing, malicious code, computer viruses, malware (e.g., ransomware), social engineering and other illicit acts to capture, access or alter various types of information, to engage in illegal activities such as fraud and identity theft and to expose and exploit potential security and privacy vulnerabilities in corporate systems and websites. In addition, our information technology systems are vulnerable to attack, damage and interruption from employee theft or misuse, human error, fraud, denial or degradation of service attacks, sophisticated nation-state and nation-state-supported actors or unauthorized access or use by persons inside our organization, or persons with access to systems inside our organization. Unauthorized intrusion into the portions of our systems and networks and data storage devices that process and store confidential and private end-user information, the loss of such information or the deployment of malware or other harmful code to our services or our networks or systems may result in negative consequences, including the actual or alleged malfunction of our products, software or services. In addition, third parties, including our partners, could also be sources of security risks to us in the event of a failure of their own security systems and infrastructure. The threats we and our partners face continue to evolve and are difficult to predict due to advances in computer capabilities, new discoveries in the field of cryptography and new and sophisticated methods used by criminals. There can be no assurances that our defensive measures will prevent cyberattacks or that we will discover network or system intrusions or other breaches on a timely basis or at all. We may suffer a compromise or breach of the technology protecting the systems or networks that house or access our software, services and products or on which we or our partners process or store personal information or other sensitive information or data, or any such incident may be believed or reported to have occurred. Any such actual or perceived compromises or breaches to systems, or unauthorized access to our customers’ data, products, software or services, or acquisition or loss of data, whether suffered by us, our partners or other third parties, whether as a result of employee error or malfeasance or otherwise, could harm our business. They could, for example, cause interruptions in operations, loss of data, loss of confidence in our services, software and products and damage to our reputation and could limit the adoption of our software, services and products. They could also subject us to costs, regulatory investigations and orders, litigation, breach notification obligations or regulatory or administrative sanctions, contract damages, indemnity demands and other liabilities and materially and adversely affect our customer base, sales, revenues and profits. Any of these could, in turn, have a material adverse impact on our business, financial condition, cash flows or results of operations.18

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information, our or our partners’ security and testing measures may not prevent security breaches. Further, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology we use to protect personal information.

We and certain of our service providers are from time to time subject to cyberattacks and security incidents. While we do not believe that we have experienced any significant system failure, accident or security breach to date, if such an event were to occur it could result in unauthorized access to or loss of any data, which could subject us to data privacy and security laws and regulations and substantial fines by U.S. federal and state authorities or foreign data privacy authorities and private claims by companies or individuals. A cyberattack may cause us to incur additional costs, such as investigative and remediation costs, the costs of providing individuals and/or data owners with notice of any breach, legal fees and the costs of any additional fraud detection activities required by law, a court, a regulator or a third party. Additionally, some of our customer contracts require us to indemnify customers from damages they may incur as a result of a breach of our systems. There can be no assurance that the limitation of liability provisions in our contracts for a security breach would be enforceable or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

Further, if a high profile security breach occurs with respect to another provider of smart building solutions, customers and potential customers may lose trust in the security of our services or in the smart building technology industry generally, which could adversely impact our ability to retain or attract customers. Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our software, services and products.

Our insurance policies covering errors and omissions and certain security and privacy damages and claim expenses may not be sufficient to compensate for all potential liability. Although we maintain cyber liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.

Direct selling may subject us to additional risks.

Historically, our channel partners have contracted with building owners to own the full scope of installation and service of our smart access products. However, during 2021, we launched an integrated direct selling and deployment strategy targeted at certain larger enterprise accounts in which Latch directly owns the full scope of installation and service of our products with the building. Additionally, in 2023, we launched direct sales to customers through our e-commerce platform. These strategies involve significant risks and uncertainties, including distraction of management from other business operations, significant research and development, sales and marketing and other resources dedicated to the strategies at the expense of resources being dedicated to other business operations, generation of insufficient revenue to offset expenses associated with the strategies, inadequate return of capital, increased exposure to liability for improper installation (where applicable) and other risks that we may not have adequately anticipated. Because new strategies and initiatives are inherently risky, our direct selling strategy may not be successful and could materially adversely affect our business, results of operations and financial condition.

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strategies involve significant risks and uncertainties, including distraction of management from other business operations, significant research and development, sales and marketing and other resources dedicated to the strategies at the expense of resources being dedicated to other business operations, generation of insufficient revenue to offset expenses associated with the strategies, inadequate return of capital, increased exposure to liability for improper installation (where applicable) and other risks that we may not have adequately anticipated. Because new strategies and initiatives are inherently risky, our direct selling strategy may not be successful and could materially adversely affect our business, results of operations and financial condition.

We may be unable to attract new customers and maintain customer satisfaction with current customers, which could have an adverse effect on our business and rate of growth.

Our business and revenue growth is dependent on our ability to continuously attract and retain customers, and we cannot be sure that we will be successful in these efforts, or that customer retention levels will not materially decline. There are a number of factors that could lead to a decline in customer levels or that could prevent us from increasing our customer levels, including:

•our failure to introduce new features, products or services that customers find engaging or our introduction of new products or services, or changes to existing products and services, that are not favorably received;

•harm to our brand and reputation, including as a result of the Investigation, the Restatement, the SEC Investigation, ~~the 2022 RIFs and the July 2023 RIF,~~ delisting from Nasdaq or otherwise;

•pricing and perceived value of our products, software and services;

•our inability to deliver quality products, software and services;

•our customers engaging with competitive software, services and products;

•technical or other problems preventing customers from using our software, services and products in a rapid and reliable manner or otherwise affecting the customer experience;

•deterioration of the real estate industry, including declining levels of, or significant delays in, new construction of multifamily rental buildings and reduced spending in the real estate industry;

•unsatisfactory experiences with the delivery, installation or service of our products; and

•deteriorating general economic conditions or a change in consumer spending preferences or buying trends.

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As a result of these factors, we cannot be sure that our customer levels will be adequate to maintain or permit the expansion of our operations. A decline in customer levels could have an adverse effect on our business, financial condition and results of operations.

We rely on certain third-party providers of licensed software and services that are important to the operation of our business.

Certain aspects of the operation of our business depend on third-party software and service providers, such as cloud infrastructure services. We rely on certain software technology that we license from third parties and use in our software, services and products to perform key functions and provide critical functionality. With regard to licensed software technology, we are, ~~to a certain extent,~~ dependent upon the ability of third parties to maintain, enhance or develop their software and services on a timely and cost-effective basis, to meet industry technological standards and innovations to deliver software and services that are free of defects or security vulnerabilities and to ensure their software and services are free from disruptions or interruptions and claims of intellectual property infringement. These third-party services and software licenses may not always be available to us on commercially reasonable terms or at all.

If our agreements with third-party software or service vendors are not renewed or the third-party software or services become obsolete, fail to function properly, no longer include features or functionality our customers expect, are incompatible with future versions of our products or services, are defective or otherwise fail to address our needs, there is no assurance that we would be able to replace the functionality provided by the third-party software or services with software or services from alternative providers, and we may be unable to meet the requirements of certain SLAs. Furthermore, even if we obtain licenses to alternative software or services that provide the functionality we need, we may be required to replace hardware installed at our customers’ properties to effect our integration of or migration to alternative software products. Any of these factors could have a material adverse effect on our financial condition, cash flows or results of operations.

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We rely on our channel partner network to sell and deploy our products, and the inability of our channel partners to effectively perform to our standards, or the loss of key channel partners, could adversely affect our operating results.

Our channel partners are third-party onsite product specialists that provide specific knowledge and expertise to assist in the sale and deployment of Latch products. We provide our channel partners with specific training and programs to assist them in selling our software, services and products, but there can be no assurance that these steps will be effective. In addition, our channel partners may be unsuccessful in selling and supporting our software, services and products. In the future, these partners may also market, sell and support products and services that are competitive with ours and may devote more resources to the marketing, sales and support of such competitive products. We cannot assure you that we will retain these channel partners or that we will be able to secure additional or replacement channel partners. The loss of one or more of our significant channel partners, or a decline in the number or size of orders from any of them, could harm our results of operations. In addition, any new channel partner requires training and may take several weeks or more to achieve productivity. Our channel partner sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresents the functionality of our software, services or products to customers or violates laws or our corporate policies. If we fail to effectively manage our existing sales channels, if our channel partners are unsuccessful in fulfilling orders for our products or if we are unable to enter into arrangements with, retain and incentivize a sufficient number of high quality channel partners in each of the regions in which we sell products and services, our ability to sell our products and results of operations will be harmed.

We recently significantly reduced the number of channel partners to whom we directly sell our products, and we cannot guarantee that our existing channel partners can service our current and future customer base.

Potential customer turnover, or costs we incur to retain and upsell our customers, could materially and adversely affect our financial performance.

Our customers have no obligation to renew their contracts for our software services after the expiration of the initial term. In the event that these customers do renew their contracts, they may choose to renew for fewer units, shorter contract lengths or less expensive subscriptions. We cannot predict the renewal rates for customers that have entered into software contracts with us.

Customer turnover and reductions in the number of units for which a customer subscribes each could have a significant impact on our results of operations, as does the cost we incur to retain our customers and to encourage them to upgrade their services and increase the number of their units that use our software, services and products. Our turnover rate could increase if customers are not satisfied with our software, services and products, the value proposition of our services or our ability to meet their needs and expectations. The number of units contracted by a customer could also decrease due to factors beyond our control, including the failure or unwillingness of customers to pay for our software, services and products due to financial constraints or macroeconomic factors. If a significant number of customers terminate, reduce or fail to renew their software contracts, it could have a material adverse effect on our financial condition, cash flows or results of operations. Furthermore, we may be required to incur significantly higher marketing expenditures in order to increase the number of new customers or to upsell existing customers, which could harm our business and results of operations.

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meet their needs and expectations. The number of units contracted by a customer could also decrease due to factors beyond our control, including the failure or unwillingness of customers to pay for our software, services and products due to financial constraints or macroeconomic factors. If a significant number of customers terminate, reduce or fail to renew their software contracts, it could have a material adverse effect on our financial condition, cash flows or results of operations. Furthermore, we may be required to incur significantly higher marketing expenditures in order to increase the number of new customers or to upsell existing customers, which could harm our business and results of operations.

Our future success also depends in part on our ability to sell additional functionalities to our customers and to sell into our customers’ future projects. This may require a longer sales cycle and increasingly sophisticated and more costly sales efforts, technologies and tools. Any increase in the costs necessary to upgrade, expand and retain existing customers could materially and adversely affect our financial performance. If our efforts to convince customers to add units and purchase additional functionalities are not successful, our business may suffer. In addition, such increased costs could cause us to increase our prices, which could increase our customer turnover rate.

If we are unable to develop new solutions, adapt to technological change, sell our software, services and products into new markets or further penetrate our existing markets, our revenue may not grow as expected.

Our ability to increase sales will depend, in large part, on our ability to enhance and improve our platforms, software, services and products, introduce new software, services and products in a timely manner, sell into new markets and further penetrate our existing markets. The success of any enhancement or new platform, software, services and products depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new software, services and products, the ability to maintain and develop relationships with partners and vendors, the ability to attract, retain and effectively train sales and marketing personnel, the effectiveness of our marketing programs and the ability of our software, services and products to maintain compatibility with a wide range of connected devices. Any new product or service we develop, acquire or offer, such as property management services or services for residents or consumers, may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate significant revenue. Any new markets into which we attempt to sell our software, services and products, including new vertical markets and new regions, may not be receptive. Our ability to further penetrate our existing markets depends on the quality, availability and reliability of our software, services and products and our ability to design our software, services and products to meet customer demand. Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. Any delay or failure in the introduction of new or enhanced solutions could harm our business, financial condition, cash flows and results of operations.

We operate in the emerging and evolving smart building technology industry, which may develop more slowly or differently than we expect. If the smart building technology industry does not grow as we expect, or if we cannot expand our platforms and solutions to meet the demands of this market, our revenue may decline, fail to grow or fail to grow at an accelerated rate, and we may incur operating losses.21

The market for integrated smart apartment solutions, such as home automation, security monitoring, video monitoring, energy management and building services, is in an early stage of development, and it is uncertain how rapidly or how consistently this market will develop and the degree to which our platforms and solutions will be accepted. Some customers may be reluctant or unwilling to use our platforms and solutions for a number of reasons, including satisfaction with traditional solutions, concerns about additional costs, concerns about data privacy or lack of awareness of the benefits of our platforms and solutions. Our ability to expand into new markets depends on several factors, including the reputation and recognition of our platforms and solutions, the timely completion, introduction and market acceptance of our platforms and solutions, our ability to attract, retain and effectively train sales and marketing personnel, our ability to develop relationships with service providers, the effectiveness of our marketing programs, the costs of our platforms and solutions and the success of our competitors. If we are unsuccessful in developing and marketing our platforms and solutions into new markets, or if customers do not perceive or value the benefits of our platforms and solutions, the market for our platforms and solutions might not continue to develop or might develop more slowly than we expect, either of which would harm our revenue and growth prospects.

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vertical markets and new regions, may not be receptive. Our ability to further penetrate our existing markets depends on the quality, availability and reliability of our software, services and products and our ability to design our software, services and products to meet customer demand. Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. Any delay or failure in the introduction of new or enhanced solutions could harm our business, financial condition, cash flows and results of operations.

The market for integrated smart home solutions, such as home automation, security monitoring, video monitoring, energy management and building services, is in an early stage of development, and it is uncertain how rapidly or how consistently this market will develop and the degree to which our platforms and solutions will be accepted. Some customers may be reluctant or unwilling to use our platforms and solutions for a number of reasons, including satisfaction with traditional solutions, concerns about additional costs, concerns about data privacy or lack of awareness of the benefits of our platforms and solutions. Our ability to expand into new markets depends on several factors, including the reputation and recognition of our platforms and solutions, the timely completion, introduction and market acceptance of our platforms and solutions, our ability to attract, retain and effectively train sales and marketing personnel, our ability to develop relationships with service providers, the effectiveness of our marketing programs, the costs of our platforms and solutions and the success of our competitors. If we are unsuccessful in developing and marketing our platforms and solutions into new markets, or if customers do not perceive or value the benefits of our platforms and solutions, the market for our platforms and solutions might not continue to develop or might develop more slowly than we expect, either of which would harm our revenue and growth prospects.

The markets in which we participate could become more competitive, and many companies, including large technology companies, point solution providers such as traditional lock companies and other managed service providers, may target the markets in which we do business, including the smart building technology industry. If we are unable to compete effectively with these potential competitors, our sales and profitability could be adversely affected.

The smart building technology industry in which we participate may become more competitive, and competition may intensify in the future. Our ability to compete depends on a number of factors, including:

•our platforms’ and solutions’ functionality, performance, ease of use, reliability, availability and cost effectiveness relative to our competitors’ products;

•our success in utilizing new and proprietary technologies to offer new solutions and features ~~previously not available~~;

•our success in identifying new markets, applications and technologies;

•our ability to attract and retain partners;

•our name or brand recognition and reputation;

•our ability to recruit hardware and software engineers and sales and marketing personnel; and

•our ability to protect our intellectual property.

Potential customers may prefer to purchase from existing suppliers rather than a new supplier regardless of product performance or features. In the event a customer decides to evaluate a smart ~~apartment~~home solution, the customer may be more inclined to select a competitor if such competitor’s product offerings are broader or at a better price point than those that we offer.

Many vendors have emerged, and may continue to emerge, to provide point products with advanced functionality for use in buildings, such as video doorbells, thermostats or lights that can be controlled by an application on a smartphone. We expect a significant increase in the number of electronics and appliance products that are network-aware and connected, with each likely having its own ~~smart~~mobile ~~device (phone or tablet)~~ application. Customers may be attracted to the relatively low costs of these point solution products and the ability to expand their building control solution over time with minimal upfront costs, which may reduce demand for our integrated solutions. If so, building managers may offer the point products and services of competitors, which would adversely affect our sales and profitability. If a significant number of customers in our target market chooses to adopt point products rather than our integrated solutions, then our business, financial condition, cash flows and results of operations will be harmed, and we may not be able to achieve sustained growth, or our business may decline.

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We may expand through acquisitions of, or investments in, other companies, each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our results of operations.

Our business strategy may, from time to time, include acquiring or investing in complementary services, technologies or businesses, such as the ~~HDW Acquisition or the~~ HelloTech Merger. We cannot assure you that we will successfully identify suitable acquisition candidates, integrate or manage disparate technologies, lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company. Any such acquisition or investment could materially and adversely affect our results of operations. Acquisitions and other strategic investments involve significant risks and uncertainties, including:

•the potential failure to achieve the expected benefits of the combination or acquisition;

•unanticipated costs and liabilities;

•difficulties in integrating new software, services and products, businesses, operations and technology infrastructure in an efficient and effective manner;

•difficulties in maintaining customer relations;

•the potential loss of key employees of the acquired businesses;

•the diversion of the attention of our senior management from the operation of our daily business;

•the potential adverse effect on our cash position to the extent that we use cash for the purchase price;

•the potential significant increase of our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

•the potential issuance of securities that would dilute our stockholders’ percentage ownership;

•the potential to incur large and immediate write-offs and restructuring and other related expenses; and

•the inability to maintain uniform standards, controls, policies and procedures.

26Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition or investment, including the HelloTech Merger. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology and could adversely affect our revenues, gross margins and expenses.

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Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition or investment, including the HDW Acquisition and HelloTech Merger. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology and could adversely affect our revenues, gross margins and expenses.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. For instance, in ~~2023, we launched the James ride sharing application and, in~~ 2024, we launched ~~Door~~DPM ~~Property Management~~ and acquired HelloTech. In addition, we will continue to make investments in research, development, and marketing for new products and services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business or new products and services, we may invest significant time and resources. Initial timetables for the development and introduction of new lines of business or new products or services may not be achieved and price and profitability targets may not prove feasible. New regulatory and compliance regimes, such as those related to transportation, ride sharing or property management operations, may be found to apply to new lines of business, and we may not be in compliance. Furthermore, if customers do not perceive our new offerings as providing significant value, they may fail to accept our new lines of business or products and services. External factors, such as competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, the burden on management and our information technology of introducing any new line of business or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations.

Claims from riders, drivers, residents, guests or third parties that allege harm, whether or not our products or services are in use, could adversely affect our business, brand, financial condition and results of operations.

In connection with the James app, property management business or HelloTech platform, we may become subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers, pedestrians, residents, guests or other third-parties that are attributed to our operations or applications. We may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers on the James app or technicians on our HelloTech platform or for harm related to the actions of drivers, technicians, riders or third parties, or the management and safety of the James app or HelloTech platform, including harm caused by criminal activity. We may be subject to personal injury claims whether or not such injury actually occurred as a result of activity on the James app or HelloTech platform or is attributable to our operations. We may incur expenses to settle personal injury claims. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers, residents, guests or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and results of operations. Insurance policies and programs are not available for all possible claims we may face, may not be economically feasible and may not provide any coverage or sufficient coverage to mitigate potential liability. We may have to pay high premiums or deductibles for coverage and, for certain situations or categories of claims, we may not be able to secure coverage at all.

~~If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.~~23

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations, such as the HDW Acquisition. At December 31, 2023, we had approximately $25.3 million of goodwill on our consolidated balance sheet. We assess potential impairment of our goodwill annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. Impairment may result from significant changes in the manner or use of the acquired assets, in connection with the sale, spin off or other divestiture of a business unit, a decrease in our market capitalization, or negative industry or economic trends. Our impairment analysis was performed retrospectively as of December 31, 2023, leveraging inputs that were both known and knowable as of such date. While we did not identify any impairment of our goodwill as of December 31, 2023, we continue to monitor Company performance, along with the risks related to our business and industry, to evaluate if the carrying value of the Company exceeds its estimated fair value. We expect that some or all of the goodwill on our consolidated balance sheet could be impaired during the year ended December 31, 2024 due to various factors, including lower revenue projections based on current business performance, a reduced cash position resulting from financing our ongoing operations and a decline in the trading price of our common stock during 2024. Because we have not completed the accounting, or finalized our financial statements, for the year ended December 31, 2024, including the quarterly periods

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~~therein,~~operations. weWe ~~have~~may ~~not~~incur ~~yet~~expenses ~~determined~~to settle personal injury claims. Regardless of the ~~amount~~outcome of any ~~additional~~legal ~~goodwill~~proceeding, onany ~~our~~injuries ~~balance~~to, ~~sheet~~or asdeaths of, ~~December~~any 31riders, ~~2024~~drivers, ~~related~~residents, guests or third parties could result in negative publicity and harm to ~~any~~our ~~other~~brand, ~~business~~reputation, ~~combinations~~business, ~~such~~financial ascondition ~~the~~and ~~HelloTech~~results ~~Merger~~of operations. Insurance policies and programs are not available for all possible claims we may face, ormay not be economically feasible and may not provide any ~~related~~or ~~impairment~~sufficient coverage to mitigate potential liability. We may have to pay high premiums or deductibles for coverage and, for certain situations or categories of claims, we may not be able to secure coverage at all.

If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. At December 31, 2024, we had approximately $30.2 million of goodwill on the accompanying Consolidated Balance Sheet. We assess goodwill for impairment at least annually, and more frequently if events or circumstances indicate it is more likely than not that the carrying amount of the Company may not be recoverable.

Goodwill may be impaired if there are adverse changes in expected future cash flows of a reporting unit, if we restructure or dispose of a portion of our business or if there are sustained negative trends in our industry or the economy. Our most recent impairment analysis was performed as of December 31, 2024, using information that was known or knowable as of that date, and no impairment was identified.

However, goodwill is particularly sensitive to changes in financial performance and liquidity and broader industry conditions. Factors such as lower-than-expected revenue growth, continued operating losses or reductions in our cash position from funding ongoing operations could materially reduce the fair value of the Company. We continue to monitor Company performance, along with the risks related to our business and industry, to evaluate if the carrying value of the Company exceeds its estimated fair value. As a result, some or all of our goodwill recorded on the accompanying Consolidated Balance Sheets may be impaired during 2025 or in future periods.

Changes in effective tax rates or tax laws, or adverse outcomes resulting from examination of our income or other tax returns, could adversely affect our results of operations and financial condition.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•changes in the valuation of our deferred tax assets and liabilities;

•expiration of, or lapses in, the research and development tax credit laws;

•expiration or non-utilization of net operating loss carryforwards;

•tax effects of share-based compensation;

•expansion into new jurisdictions;

•potential challenges to and costs related to implementation and ongoing operation of the intercompany arrangements among our domestic and foreign entities;

•changes in tax laws and regulations and accounting principles, or interpretations or applications thereof; and

•certain non-deductible expenses as a result of acquisitions.

Any changes in our effective tax rate could adversely affect our results of operations.

Moreover, changes in applicable tax laws could increase our costs and adversely affect our operating results. The OECD has announced an accord to set a minimum global corporate tax rate of 15%, which is being or may be implemented in many jurisdictions, including the United States. The OECD is also issuing tax-related guidelines that are different, in some respects, than current tax principles. If countries amend their tax laws to adopt all or part of the OECD guidelines, this may increase tax uncertainty and increase taxes applicable to us or our stockholders. We cannot predict whether the U.S. Congress or any other governmental body, whether in the United States or in other jurisdictions, will enact new tax legislation (including increases to tax rates), whether the U.S. Internal Revenue Service or any other tax authority will issue new regulations or other guidance, whether the OECD or any other intergovernmental organization will publish any further guidelines on taxation or whether member states will implement such guidelines, nor can we predict what effect such legislation, regulations or international guidelines might have.

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We may be unable to use some or all of our net operating loss carryforwards, which could materially and adversely affect our reported financial condition and results of operations.

As of December 31, ~~2023~~2024, we had approximately $1830.25 million in federal net operating loss (“NOL”) carryforwards available to offset future taxable income that will begin to expire in 2034 and approximately $~~387~~501.01 million in federal NOL carryforwards available to offset future taxable income that have an indefinite life. As of December 31, ~~2023~~2024, we had approximately $~~354~~462.83 million in state NOL carryforwards available to offset future taxable income. Some of these state NOLs have an indefinite life, and others are subject to different expiration rules.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), our ability to utilize NOL carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who each own at least 5% of our common stock, increase their collective ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. Because the limitations on utilization of NOLs and other tax attributes that are triggered in connection with an ownership change are generally based on the value of the issuer at the time of the ownership change, if we have undergone an ownership change (whether in connection with the ~~HDW~~HelloTech ~~Acquisition~~Merger or any other changes in our ownership) at a time when the stock price of our common stock is limited in relation to the size of our NOLs, it could materially limit the future potential value of our NOLs. We have not completed a Section 382 analysis of the potential ownership changes that may have occurred prior to the date of this Form 10-K. Additionally, we are evaluating the impact of any Section 382 limitation on the utilization of acquired NOLs.

It is possible that we will not generate taxable income in time to use our NOL carryforwards that are subject to expiration (or that we will not generate taxable income at all). If, in the event that it is determined that we have experienced an “ownership change” in the past, or if we experience one or more Section 382 “ownership changes” in the future, we may not be able to utilize a material portion of our NOLs, even if we achieve profitability. If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully utilize our NOLs. This could materially and adversely affect our results of operations.

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A 1% U.S. federal excise tax could be imposed on us in connection with any redemptions we undertake.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain other persons (a “covered corporation”). Because we are a Delaware corporation and our securities have traded on Nasdaq (and may in the future be listed on a stock exchange), we may be a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Treasury Department has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. If we were to conduct repurchases of our stock or other transactions covered by the excise tax described above, we could potentially be subject to this excise tax, which could increase our costs and adversely affect our operating results.

We may require additional capital to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, results of operations and financial condition may be adversely affected.

We intend to continue to make expenditures and investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including the need to develop new ~~products~~hardware or software or enhance our existing ~~products~~hardware and software, enhance our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them on terms that are acceptable to us, or at all. Any debt financing that we secure could involve restrictive covenants, such as those in our Loan Agreement with Customers Bank, which may make it more difficult for us to obtain additional capital or to pursue business opportunities. In addition, the restrictive covenants in any credit facilities or debt instruments may restrict us from being able to conduct our operations in a manner required for our business and may restrict our growth, which could have an adverse effect on our business, financial condition or results of operations.

In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing, and the increasing interest rates observed since 2022 would increase the cost of any such debt financing. Any future issuances of equity or convertible debt securities could result in significant dilution to our existing stockholders, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any offering of equity will be made significantly more difficult, and result in less proceeds, to the extent our common stock is not trading on a national securities exchange at the time of such offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition and prospects could be materially and adversely affected.25

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In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing, and elevated interest rates would increase the cost of any such debt financing. Any future issuances of equity or convertible debt securities could result in significant dilution to our existing stockholders, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any offering of equity will be made significantly more difficult, and result in less proceeds, to the extent our common stock is not trading on a national securities exchange at the time of such offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to pursue our business objectives and to respond to opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition and prospects could be materially and adversely affected.

If we are unable to acquire intellectual property or adequately protect intellectual property, we could be competitively disadvantaged.

Our intellectual property, including our patents, trademarks, copyrights, trade secrets and other proprietary rights, constitutes a significant part of our value. Our success depends, in part, on our ability to protect our proprietary technology, brands and other intellectual property against dilution, infringement, misappropriation and competitive pressure by defending our intellectual property rights. To protect our intellectual property rights, we rely on a combination of patent, trademark, copyright and trade secret laws of the United States, Canada and countries in Europe and Asia and a combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection. In addition, we make efforts to acquire rights to intellectual property necessary for our operations. However, there can be no assurance that these measures will be successful in any given case, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States.

We own a portfolio of issued U.S. patents and pending U.S. and foreign patent applications that relate to a variety of smart building technology utilized in our business. We may file additional patent applications in the future in the United States or internationally. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner ~~all the way~~ through to the ~~successful~~ issuance of a patent. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention.

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pursue patent protection in certain jurisdictions. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention.

If we fail to acquire the necessary intellectual property rights or adequately protect or assert our intellectual property rights, competitors may dilute our brands or manufacture and market similar software, services and products or convert our customers, which could adversely affect our market share and results of operations. We may not receive patents or trademarks for all our pending patent and trademark applications, and existing or future patents or licenses may not provide competitive advantages for our software, services and products. Furthermore, it is possible that our patent applications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally sought or that our issued patents will not provide us with any competitive advantages. Our competitors may challenge, invalidate or avoid the application of our existing or future intellectual property rights that we obtain or license. In addition, patent rights may not prevent our competitors from developing, using or selling products or services that are similar to or address the same market as our software, services and products. The loss of protection for our intellectual property rights could reduce the market value of our brands and our software, services and products, reduce new customer originations or upgrade sales to existing customers, lower our profits and have a material adverse effect on our business, financial condition, cash flows or results of operations.

Our policy is to require our employees to execute written agreements in which they assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants and service providers, their engagement to develop such intellectual property), but we cannot assure you that we have adequately protected our rights in every such agreement or that we have executed an agreement with every such party. Finally, in order to benefit from the protection of patents and other intellectual property rights, we must monitor and detect infringement, misappropriation or other violations of our intellectual property rights and pursue infringement, misappropriation or other claims in certain circumstances in relevant jurisdictions, all of which are costly and time-consuming. As a result, we may not be able to obtain adequate protection or to effectively enforce our issued patents or other intellectual property rights.

In addition to patents and registered trademarks, we rely on trade secret rights, copyrights and other rights to protect our unpatented proprietary intellectual property and technology. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized parties, including our employees, consultants, service providers or subscribers, may attempt to copy aspects of our products or obtain and use our trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees, contractors and third parties that have access to our material confidential information and generally limit access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology, could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our products and may not provide an adequate remedy in the event of unauthorized use or disclosure. We cannot assure you that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual property rights. Competitors may independently develop technologies or products that are substantially equivalent or superior to our solutions or that inappropriately incorporate our proprietary technology into their products, or they may hire our former employees who may misappropriate our proprietary technology or misuse our confidential information. In addition, the laws of foreign countries where we engage service providers or may do business in the future may not protect intellectual property rights and technology to the same extent as the laws of the United States, and these countries may not enforce these laws as diligently as government agencies and private parties in the United States.

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generally enter into confidentiality agreements with our employees, contractors and third parties that have access to our material confidential information and generally limit access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology, could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our products and may not provide an adequate remedy in the event of unauthorized use or disclosure. We cannot assure you that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual property rights. Competitors may independently develop technologies or products that are substantially equivalent or superior to our solutions or that inappropriately incorporate our proprietary technology into their products, or they may hire our former employees who may misappropriate our proprietary technology or misuse our confidential information. In addition, the laws of foreign countries where we engage service providers or may do business in the future may not protect intellectual property rights and technology to the same extent as the laws of the United States, and these countries may not enforce these laws as diligently as government agencies and private parties in the United States.

From time to time, legal action by us may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement, misappropriation or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our intellectual property and technology, we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create our products.

Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.

There has been substantial litigation in the areas in which we operate regarding intellectual property rights. In some instances, we have agreed to indemnify our customers for expenses and liability resulting from claimed intellectual property infringement by our solutions. From time to time, we may receive requests for indemnification in connection with allegations of intellectual property infringement, and we may choose, or be required, to assume the defense and/or reimburse our customers for their expenses, settlement and/or liability. We cannot assure you that we will be able to settle any future claims or, if we are able to settle any such claims, that the settlement will be on terms favorable to us. Our broad range of technology may increase the likelihood that third parties will claim that we or our customers infringe their intellectual property rights. We cannot be certain that our products and services or those of third parties that we incorporate into our offerings do not and will not infringe the intellectual property rights of others. Some competitors and others may now and in the future have larger and more mature patent portfolios than we have and may therefore have an advantage over us in the event of patent litigation.

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or, if we are able to settle any such claims, that the settlement will be on terms favorable to us. Our broad range of technology may increase the likelihood that third parties will claim that we or our customers infringe their intellectual property rights. We cannot be certain that our products and services or those of third parties that we incorporate into our offerings do not and will not infringe the intellectual property rights of others. Some competitors and others may now and in the future have larger and more mature patent portfolios than we have and may therefore have an advantage over us in the event of patent litigation.

We have in the past been sued for infringement and received, and may in the future be sued for or receive, notices of allegations of infringement, misappropriation or misuse of other parties’ proprietary rights, including by special purpose or so-called “non-practicing” entities that focus solely on extracting royalties and settlements by enforcing intellectual property rights and against whom our patents may therefore provide little or no deterrence or protection. Furthermore, regardless of their merits, accusations and lawsuits like these may require significant time and expense to defend, may negatively affect customer relationships, may divert management’s attention away from other aspects of our operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Certain technology necessary for us to provide our solutions may, in fact, be patented by other parties either now or in the future. If such technology were validly patented by another person, we may have to negotiate a license for the use of that technology. We may not be able to negotiate such a license at a price that is acceptable to us or at all. The existence of such a patent, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using the technology and cease offering subscriptions incorporating the technology, which could materially and adversely affect our business and results of operations.

If we, or any of our solutions, were found to be infringing on the intellectual property rights of any third party, we could be subject to liability for such infringement, which could be material. We could also be prohibited from using or selling certain subscriptions, prohibited from using certain processes or required to redesign certain products, each of which could have a material adverse effect on our business and results of operations.

These and other outcomes may:

•result in the loss of a substantial number of existing customers or inhibit the acquisition of new customers;

•cause us to pay license fees for intellectual property we are alleged or deemed to have infringed;

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•cause us to incur costs and devote valuable technical resources to redesigning our products;

•cause our cost of revenue to increase;

•cause us to accelerate expenditures to preserve existing revenues;

•materially and adversely affect our brand in the marketplace and cause a substantial loss of goodwill;

•cause us to change our business methods or subscriptions; and

•require us to cease certain business operations or cease offering certain products or features.

Some of our products and services contain open source software, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could harm our business.

We use open source software in our products and services and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost; and all open source software licenses contain conditions and restrictions. Some open source software may include generative artificial intelligence (AI) software or other software that incorporates or relies on generative AI. The use of such software may expose us to risks as the intellectual property ownership and license rights, including copyright, of generative AI software and tools has not been fully interpreted by U.S. courts or been fully addressed by federal, state or international regulations, and there is a risk that open source software licenses, including those that incorporate or rely on generative AI, could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce, or alleging copyright infringement on the basis that we have failed to comply with, the terms of the applicable open source license. These claims could result in litigation and statutory damages for copyright infringement and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we would be successful.

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Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software and the use of generative AI, such as the lack of warranties or assurances of title or performance, cannot be eliminated and could negatively affect our business. We cannot be sure that all open source software is identified or submitted for approval prior to use in our products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have an adverse effect on our business, financial condition and operating results.

Our products and services may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation.

We offer complex software and hardware products and services that can be affected by design and manufacturing defects. Sophisticated full building operating system software and applications, such as those offered by us, have issues that can unexpectedly interfere with the intended operation of hardware or software products. Defects may also exist in components and products that we source from third parties. Any such defects could make our software, services and products unsafe, create a risk of property damage and personal injury and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns or errors that affect our software and full building operating system offerings. As a result, our services may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in the hardware, software and professional services we offer. Failure to do so could result in widespread technical and performance issues affecting our products and services and could lead to claims against us. Design and manufacturing defects, and claims related thereto, may subject us to judgments or settlements that result in damages that are either not covered by our insurance policies or are materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend against any large claim, maintain our applicable liability insurance on acceptable terms or maintain adequate coverage against potential claims, our financial results could be adversely impacted. Further, given that some of our solutions are considered security systems, quality problems could subject us to substantial liability, adversely affect the experience for users of our software, services and products and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for our software, services and products, delay in new product and service introductions and lost revenue.

~~Our new software, services and products may not be successful.~~28

We launched our first smart building products in 2017. Since that time, we have launched a number of other offerings and may launch additional software, services and products in the future, such as expanding into new verticals or introducing new features or applications for residents. The software, services and products we launch in the future may not be well-received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers, may increase our customer acquisition costs and may increase the costs to service our customers. Any profits we may generate from these or other new products, software or services may be lower than profits generated from our existing software, services and products and may not be sufficient for us to recoup our development or customer acquisition costs incurred. New software, services and products may also have lower gross margins, particularly to the extent that they do not fully utilize our existing infrastructure. In addition, new software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if subscribers experience service disruptions or failures or other quality issues. To the extent our new software, services and products are not successful, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.

If we fail to continue to develop our brands, our business may suffer.

We believe that continuing to strengthen our brand will be critical to achieving widespread acceptance of our software, services and products and will require continued focus on active marketing efforts. The demand for and cost of online and traditional advertising have been increasing and may continue to increase. Furthermore, in September 2023, the Company announced plans to rebrand to DOOR. Accordingly, we may need to increase our investment in, and devote greater resources to, advertising, marketing and other efforts to create and maintain brand loyalty among users. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brand. In addition, if we do not handle customer complaints effectively, our brand may suffer, we may lose our customers’

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~~confidence~~and products and ~~they~~result ~~may~~in ~~choose~~harm to ~~terminate~~our reputation, ~~reduce~~loss ~~or not renew their subscriptions. Many~~ of ~~our~~competitive ~~customers also participate in social media and online blogs about smart building technology solutions~~advantage, ~~including~~poor ~~our~~market ~~products~~acceptance, ~~and~~reduced ~~our~~demand ~~success~~for ~~depends in part on~~ our ~~ability to minimize negative~~software, services and ~~generate positive~~products, ~~customer~~delay ~~feedback~~in ~~through~~new ~~such~~product ~~online channels where existing~~ and ~~potential~~service ~~customers~~introductions ~~seek~~ and ~~share~~lost ~~information~~revenue. ~~If we fail to promote and maintain our brand, or our rebranding efforts are not successful, our business could be materially and adversely affected.~~

Our new software, services and products may not be successful.

We launched our first smart building products in 2017. Since that time, we have launched a number of other offerings and may launch additional software, services and products in the future, such as expanding into new verticals or introducing new features or applications for residents. The software, services and products we launch in the future may not be well-received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers, may increase our customer acquisition costs and may increase the costs to service our customers. Any profits we may generate from these or other new products, software or services may be lower than profits generated from our existing software, services and products and may not be sufficient for us to recoup our development or customer acquisition costs incurred. New software, services and products may also have lower gross margins, particularly to the extent that they do not fully utilize our existing infrastructure. In addition, new software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if customers or end users experience service disruptions or failures or other quality issues. To the extent our new software, services and products are not successful, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.

If we fail to continue to develop our brands or marketing efforts designed to drive traffic to our brands are unsuccessful, our business may suffer.

We believe that continuing to strengthen our brand will be critical to achieving widespread acceptance of our software, services and products and will require continued focus on active marketing efforts. The demand for and cost of online and traditional advertising have been increasing and may continue to increase. In July 2024, we acquired HelloTech, and in August 2025, the Company announced its formal rebrand from “Latch” to “DOOR.” Accordingly, we may need to increase our investment in, and devote greater resources to, advertising, marketing and other efforts to create and maintain brand loyalty among users.

Particularly with respect to HelloTech, we have made, and expect to continue to make, significant marketing expenditures for digital marketing. These efforts may not be successful or cost-effective. Our ability to market our brands on any given channel is subject to the policies of the relevant third party (including search engines, web browsers and social media platforms). As a result, we cannot assure you that these parties will not limit or prohibit us from purchasing certain types of advertising or advertising certain of our products and services. If a significant marketing channel took such an action, our business, financial condition and results of operations could be adversely affected. In addition, if we fail to comply with the policies of such third parties, our advertisements could be removed without notice or our accounts could be suspended or terminated, any of which could adversely affect our business, financial condition and results of operations.

In addition, our failure to respond to rapid and frequent changes in the pricing and operating dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising, could adversely affect our paid search engine marketing efforts (and free search engine traffic). Such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking of our brands and businesses within search results, any or all of which could increase our marketing expenditures. Any or all of these events could adversely affect our business, financial condition and results of operations.

Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brands. In addition, if we do not handle customer complaints effectively, our brand may suffer, we may lose our customers’ confidence and they may choose to terminate, reduce or not renew their subscriptions. Many of our customers also participate in social media and online blogs about smart building technology solutions, including our products, and our success depends in part on our ability to minimize negative, and generate positive, customer feedback through such online channels where existing and potential customers seek and share information. If we fail to promote and maintain our brands, or our rebranding efforts are not successful, our business could be materially and adversely affected.

Our applications run on mobile operating systems, networks and devices that we do not control.

Our customers ~~can~~ access our platform through the ~~Latch~~DOOR App ~~and Latch Manager App (collectively, the “Latch Apps”)~~. There is no guarantee that popular mobile devices and operating systems will continue to support the ~~Latch~~DOOR ~~Apps~~App. We are dependent on the interoperability of the ~~Latch~~DOOR ~~Apps~~App with popular mobile operating systems that we do not control, such as Android and iOS, and any changes in such systems that degrade the functionality of our digital offering or give preferential treatment to competitors could adversely affect our platform’s usage on mobile devices. Additionally, in order to deliver high-quality mobile content, it is important that our digital offering is designed effectively and works well with a range of mobile technologies, systems, networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards, which could harm our business.

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on mobile devices. Additionally, in order to deliver high-quality mobile content, it is important that our digital offering is designed effectively and works well with a range of mobile technologies, systems, networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards, which could harm our business.

We must successfully upgrade and maintain our information technology systems.

We rely on various information technology systems to manage our operations and to provide services to our customers. We ~~are~~recently ~~currently~~completed in the process of optimizing, overhauling and reducing our existing information technology systems, and we may subsequently implement modifications and upgrades to these systems and replace certain of our legacy systems with successor systems with new functionality. There are inherent costs and risks associated with modifying or changing these systems and implementing new systems, including potential disruption of our internal control structure, substantial capital expenditures, additional administrative and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. While management seeks to identify and remediate issues, we can provide no assurance that our identification and remediation efforts will be successful or that we will not encounter additional issues as we complete the implementation of these and other systems. In addition, our information technology system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. The implementation of new information technology systems may also cause disruptions in our business operations and have an adverse effect on our business, cash flows and operations.

Potential problems with our information systems, third-party systems and infrastructure upon which we rely could interfere with our business and operations.

We rely on our information systems and third-party information systems and infrastructure (such as cloud computing platforms and databases) for hosting and making our software products available, processing customer orders, distribution of our products, billing customers, processing credit card transactions, customer relationship management, supporting financial planning and analysis, accounting functions and financial statement preparation and otherwise running our business. Information systems may experience interruptions, including interruptions of related services from third-party providers, which may be beyond our control. Such business interruptions could cause us to fail to meet customer requirements, including SLAs. All information systems, both internal and external, are vulnerable to damage or interruption from a variety of sources, including computer viruses, security breaches, energy blackouts, natural disasters, terrorism, war, telecommunication failures, employee or other theft and third-party provider failures. Any errors or disruption in our information systems and those of the third parties upon which we rely could have a significant impact on our business. In addition, we may implement additional information systems in the future to meet the demands resulting from our growth and to provide additional capabilities and functionality. The implementation of new systems and enhancements is frequently disruptive to the underlying business of an enterprise and can be time-consuming and expensive, increase management responsibilities and divert management attention.

We collect, store, process and use personal information, which subjects us to legal obligations and laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business.

We collect, store, process and use a wide variety of data from current and prospective customers and end-users of our products and services, including personal information, such as names, home addresses, email addresses and access events. Federal, state and international laws and regulations governing privacy and data protection require us to safeguard our customers’ personal information. The scope of such laws and regulations is rapidly changing. We are also subject to the terms of privacy policies and contractual obligations to third parties related to privacy, data protection and information security. We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security. However, the regulatory framework for privacy, data protection and information security is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

33We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection, information security and the use of generative AI proposed and enacted in various jurisdictions. States throughout the United States are increasingly adopting or revising laws and regulations relating to the processing of personal data that could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of customer, consumer and/or employee information, as well as any

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~~customers’~~other ~~personal~~third-party information. ~~The~~we ~~scope~~receive, our use of ~~such~~generative ~~laws~~AI to enhance our operations, and ~~regulations~~some isof ~~rapidly~~our ~~changing~~current or planned business activities. WeFor ~~are~~example, ~~also~~California ~~subject~~enacted tothe CCPA, which requires covered businesses that process the ~~terms~~personal information of ~~our~~California ~~privacy~~residents ~~policies~~to, ~~and~~among ~~contractual~~other ~~obligations~~things: to(i) ~~third~~provide ~~parties~~certain ~~related~~disclosures to ~~privacy,~~California ~~data~~residents ~~protection~~regarding the business’s collection, use and disclosure of their personal information; ~~security.~~(ii) Wereceive ~~strive~~and respond to ~~comply~~requests ~~with~~from ~~applicable~~California ~~laws,~~residents ~~regulations~~to access, ~~policies~~delete and ~~other~~correct ~~legal~~their ~~obligations~~personal ~~relating~~information, or to ~~privacy,~~opt ~~data~~out ~~protection~~of ~~and~~certain ~~information~~disclosures ~~security.~~of ~~However,~~their ~~the~~personal ~~regulatory~~information; ~~framework~~and ~~for~~(iii) ~~privacy,~~enter ~~data~~into ~~protection~~specific ~~and~~contractual ~~information~~provisions ~~security~~with ~~is,~~service ~~and~~providers isthat ~~likely~~process toCalifornia ~~remain,~~resident ~~uncertain~~personal ~~for~~information on the ~~foreseeable~~business’s ~~future~~behalf. Many additional states have passed similar laws, ~~and~~several itof iswhich ~~possible~~have ~~that~~taken ~~these~~effect or ~~other~~will ~~actual~~soon ortake ~~alleged~~effect, ~~obligations~~and ~~may~~privacy bebills ~~interpreted~~are ~~and~~moving ~~applied~~through the legislative process in a ~~manner~~number ~~that~~of isother ~~inconsistent~~states. ~~from~~We ~~one~~expect ~~jurisdiction~~that tosome ~~another~~of ~~and~~these ~~may~~bills ~~conflict~~will ~~with~~be ~~other~~passed ~~rules~~as orlaws, thereby further increasing our ~~practices~~state privacy obligations.

WeIn ~~also~~addition ~~expect that there will continue~~ to bestate ~~new~~privacy ~~laws~~bills, ~~regulations~~local ~~and~~regulation ~~industry~~is ~~standards~~also ~~concerning~~increasing. ~~privacy,~~For ~~data protection~~instance, ~~information security and the use of generative AI proposed and enacted~~ in ~~various~~2021, ~~jurisdictions.~~New ~~States~~York ~~throughout~~City ~~the~~passed ~~United~~into ~~States~~law ~~are increasingly adopting or revising laws and regulations relating to~~ the ~~processing~~TDPA, ofregulating ~~personal~~how ~~data~~building ~~that~~access ~~could have a significant impact on our current and planned privacy,~~ data ~~protection~~is ~~and information security-related practices~~collected, ~~our~~processed ~~collection, use, sharing, retention~~ and ~~safeguarding~~disposed of ~~customer,~~by ~~consumer~~property managers and~~/or~~ ~~employee~~smart ~~information,~~access assystem ~~well~~operators. asThe ~~any~~TDPA ~~other~~went ~~third-party~~into ~~information~~effect wein ~~receive,~~July ~~our use of generative AI to enhance our operations~~2021, and ~~some~~we ofhad ~~our current or planned business activities. For example, California enacted the CCPA, which requires covered businesses that process the personal information of California residents~~ to, ~~among~~make ~~other things: (i) provide~~ certain ~~disclosures~~adjustments to ~~California~~our ~~residents~~retention ~~regarding the business’s collection, use and disclosure~~ of ~~their~~data ~~personal~~collected ~~information; (ii) receive and respond to requests~~ from ~~California~~New ~~residents~~York toCity ~~access,~~users ~~delete~~of ~~and~~our ~~correct~~platform ~~their personal information, or~~ to ~~opt~~comply ~~out of certain disclosures of their personal information; and (iii) enter into specific contractual provisions~~ with ~~service~~its ~~providers~~requirements. ~~that~~Similar ~~process~~local ~~California~~legislation ~~resident~~in ~~personal~~other ~~information~~cities onwhere ~~the~~we ~~business’s~~operate ~~behalf.~~is ~~Many additional states have passed similar laws~~likely, ~~several of~~ which ~~have taken effect or~~ will ~~take~~further ~~effect~~increase inthe ~~2024~~complexity and ~~2025,~~expense ~~and privacy bills are moving through the legislative process in a number~~ of ~~other~~ensuring ~~states. We expect~~ that ~~some of these bills will be passed as laws, thereby further increasing~~ our ~~state~~ privacy ~~obligations.~~practices are compliant.

In addition to state privacy bills, local regulation is also increasing. For instance, in 2021, New York City passed into law the TDPA, regulating how building access data is collected, processed and disposed of by property managers and smart access system operators. The TDPA went into effect in July 2021, and we had to make certain adjustments to our retention of data collected from New York City users of the Latch Platform to comply with its requirements. Similar local legislation in other cities where we operate is likely, which will further increase the complexity and expense of ensuring that our privacy practices are compliant.

Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use, dissemination and security of personal information adopted by the FTC, state attorneys general, private plaintiffs and courts have evolved, and may continue to evolve, over time. Consumer protection laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal information. If such information that we publish is deemed untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities.

In Canada, PIPEDA and similar provincial laws impose obligations with respect to processing personal information. PIPEDA requires companies to obtain an individual’s consent prior to collecting, using or disclosing that individual’s personal information. Individuals have the right to access and challenge the accuracy of their personal information held by an organization, and personal information may only be used for the purposes for which it was collected. If an organization intends to use personal information for another purpose, it must again obtain that individual’s consent to the proposed processing. Failure to comply with PIPEDA and similar provincial laws could result in significant fines and penalties.

With data privacy and security laws and regulations imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices and may incur significant costs and expenses in an effort to do so. Any failure or perceived failure by us to comply with our privacy policies, our data privacy or security related obligations to our customers or any of our other legal obligations relating to data privacy or security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, loss of relationships with key third parties or loss of customers’ trust, which could have an adverse effect on our reputation and business.

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Furthermore, we may be required to disclose personal information pursuant to demands from individuals, privacy advocates, regulators, government agencies and law enforcement agencies in various jurisdictions with conflicting privacy and security laws. This disclosure or refusal to disclose personal information may result in a breach of privacy and data protection policies, notices, laws, rules, court orders and regulations and could result in proceedings or actions against us in the same or other jurisdictions, damage to our reputation and brand and inability to provide our products and services to customers in certain jurisdictions. Additionally, changes in the laws and regulations that govern our collection, use and disclosure of personal information could impose additional requirements with respect to the retention and security of personal information, limit our marketing activities and have an adverse effect on our business, financial condition and operating results.

We rely on a limited number of suppliers, manufacturers and logistics partners for our products. A loss of any of these partners could negatively affect our business.

We rely on a limited number of suppliers to manufacture and transport our products, including in some cases only a single supplier for some of our products and components. Our reliance on a limited number of manufacturers increases our risks, since we do not currently have alternative or replacement manufacturers. In the event of interruption of any of our manufacturers, we may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Furthermore, many of these manufacturers’ primary facilities are located in Asia. Thus, our business could be adversely affected if one or more of our suppliers is impacted by a natural disaster or other interruption at a particular location.

If we experience a significant increase in demand for our products, or if we need to replace an existing supplier or logistics partner, we may be unable to supplement or replace them on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build our products to our specifications in sufficient volume. Identifying suitable suppliers, manufacturers and logistics partners is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance and labor and other ethical practices, particularly with respect to conflict minerals. Accordingly, a loss of any of our significant suppliers, manufacturers or logistics partners could have an adverse effect on our business, financial condition and operating results.31

WeTable ~~have~~of limited control over our suppliers, manufacturers and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity.Contents

since we do not currently have alternative or replacement manufacturers. In the event of interruption of any of our manufacturers, we may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Furthermore, many of these manufacturers’ primary facilities are located in Asia. Thus, our business could be adversely affected if one or more of our suppliers is impacted by a natural disaster or other interruption at a particular location.

If we experience a significant increase in demand for our products, or if we need to replace an existing supplier or logistics partner, we may be unable to supplement or replace them on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner. For example, in 2025, we commenced the process of replacing one of our primary contract manufacturers. It may take a significant amount of time to identify a manufacturer that has the capability and resources to build our products to our specifications in sufficient volume. Identifying suitable suppliers, manufacturers and logistics partners is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance and labor and other ethical practices, particularly with respect to conflict minerals. Accordingly, a loss of any of our significant suppliers, manufacturers or logistics partners could have an adverse effect on our business, financial condition and operating results.

We have limited control over our suppliers, manufacturers and logistics partners, which subjects us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity.

We have limited control over our suppliers, manufacturers and logistics partners, which subjects us to risks, such as the following:

•inability to satisfy demand for our products;

•reduced control over delivery timing and product reliability;

•reduced ability to monitor the manufacturing process and components used in our products;

•limited ability to develop comprehensive manufacturing specifications that take into account any material shortages or substitutions;

•variance in the manufacturing capability of our third-party manufacturers;

•price increases;

•failure of a significant supplier, manufacturer or logistics partner to perform its obligations to us for technical, market or other reasons;

•insolvency, bankruptcy or liquidation of a significant supplier, manufacturer or logistics partner;

•difficulties in establishing additional supplier, manufacturer or logistics partner relationships if we experience difficulties with our existing suppliers, manufacturers or logistics partners;

•shortages of materials or components;

•misappropriation of our intellectual property;

•exposure to natural catastrophes, political unrest, terrorism, labor disputes and economic instability resulting in the disruption of trade from Taiwan, China or foreign countries in which our products are manufactured or the components thereof are sourced;

•changes in local economic conditions in Taiwan, China or other jurisdictions where our suppliers, manufacturers and logistics partners are located;

•the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, tariffs, including those imposed against China and Taiwan by the Trump Administration inat ~~February~~various times in 2025, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and

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and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and

•insufficient warranties and indemnities on components supplied to our manufacturers or performance by our partners.

The occurrence of any of these risks, especially during seasons of peak demand, could cause us to experience a significant disruption in our ability to produce and deliver our products to our customers.

Increases in component costs, long lead times, supply shortages and changes, labor shortages and construction delays could disrupt our supply chain and operations and have an adverse effect on our business, financial condition and operating results.

Meeting customer demand partially depends on our ability to obtain timely and adequate delivery of components for our smart building products. All of the components that go into the manufacturing of our products are sourced from a limited number of third-party suppliers, and some of these components are provided by a single supplier. Our manufacturers generally purchase these components on our behalf, subject to certain supplier lists we approve, and we do not have long-term arrangements with some of our component suppliers. We are therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities and delivery schedules. During the year ended December 31, 2022, as a result of the COVID-19 pandemic and other general economic factors, we experienced, and may continue to experience in the future, component shortages, and the predictability of the future availability of these components is limited. Such component shortages resulted in higher component costs, particularly where we paid spot market prices for such components. The COVID-19 pandemic and other general economic factors also affected the supply chain for many of our product components, creating shipping and logistical challenges, delays and elevated shipping costs for us.

From time-to-time, industry-wide supply chain disruptions have created shortages of certain construction materials and other products. Additionally, our customers have also experienced trade labor availability constraints and delays. These factors have caused our customers to experience construction delays, which have and may continue to delay the timing of the installation of our products and our recognition of hardware and software revenue.32

In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers.

Moreover, volatile economic conditions may make it more likely that our suppliers may be unable to timely deliver supplies, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. Increases in our component costs could have a material effect on our gross margins. The loss of a significant supplier, an increase in component costs or delays or disruptions in the delivery of components could adversely impact our ability to generate future revenue and earnings and have an adverse effect on our business, financial condition and operating results.

Regulations related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

We are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that require us to determine and disclose whether our products contain “conflict minerals.” The rules require disclosure related to sourcing of certain minerals that are necessary to the functionality or production of products we manufacture or contract to be manufactured. Our products contain some of the specified minerals. As a result, we have incurred and may continue to incur additional expenses in connection with complying with the rules, including with respect to the due diligence that is required under the rules. In addition, compliance with the rules could adversely affect the sourcing, supply and pricing of materials used in our products. There may only be a limited number of suppliers offering “conflict free” conflict minerals, and we cannot be certain that we will be able to obtain necessary “conflict free” minerals from such suppliers in sufficient quantities or at competitive prices. We may not be able to sufficiently verify the origins of

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~~the~~number ~~relevant~~of ~~minerals~~third-party ~~used~~suppliers, inand ~~certain~~some of these components are provided by a single supplier. Our manufacturers generally purchase these components on our behalf, subject to certain supplier lists we approve, and we do not have long-term arrangements with some of our ~~products~~component ~~through~~suppliers. We are therefore subject to the ~~due~~risk ~~diligence~~of ~~procedures~~shortages and long lead times in the supply of these components and the risk that weour ~~implement,~~suppliers ~~which~~discontinue ~~could~~or ~~harm~~modify components used in our ~~reputation~~products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities and delivery schedules.

From time-to-time, industry-wide supply chain disruptions may create shortages of certain construction materials and other products. Additionally, our customers may also experience trade labor availability constraints and delays. These factors could cause our customers to experience construction delays, which delay the timing of the installation of our products and our recognition of hardware and software revenue.

In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers.

Moreover, volatile economic conditions may make it more likely that our suppliers may be unable to deliver supplies timely, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. Increases in our component costs could have a material effect on our gross margins. The loss of a significant supplier, an increase in component costs or delays or disruptions in the delivery of components could adversely impact our ability to generate future revenue and earnings and have an adverse effect on our business, financial condition and operating results.

Regulations related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that require us to determine and disclose whether our products contain “conflict minerals.” The rules require disclosure related to sourcing of certain minerals that are necessary to the functionality or production of products we manufacture or contract to be manufactured. Our products contain some of the specified minerals. As a result, we have incurred and may continue to incur additional expenses in connection with complying with the rules, including with respect to the due diligence that is required under the rules. In addition, compliance with the rules could adversely affect the sourcing, supply and pricing of materials used in our products. There may only be a limited number of suppliers offering “conflict free” conflict minerals, and we cannot be certain that we will be able to obtain necessary “conflict free” minerals from such suppliers in sufficient quantities or at competitive prices. We may not be able to sufficiently verify the origins of the relevant minerals used in certain components of our products through the due diligence procedures that we implement, which could harm our reputation.

Our operating results could be adversely affected if we are unable to accurately forecast customer demand for our products and services and adequately manage our inventory.

To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers and contract manufacturers based on our estimates of future demand for particular products and services. Failure to accurately forecast our needs may result in manufacturing delays or increased costs. Our ability to accurately forecast demand could be affected by many factors, including changes in customer demand for our products and services, changes in demand for the software, services and products of our competitors, unanticipated changes in general market conditions and the weakening of economic conditions or customer confidence in future economic conditions~~, such as those caused by the COVID-19 pandemic~~. This risk will be exacerbated by the fact that we may not carry a significant amount of inventory for certain products and may not be able to satisfy short-term demand increases. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margins to suffer and could impair the strength of our brand. ~~Further,~~Lower ~~lower~~ than forecasted demand could also result in excess manufacturing capacity or reduced manufacturing efficiencies, which could result in lower margins. Further, if we cancel all or part of our inventory or component orders, we may be liable

Furthermore, if we cancel all or part of our inventory or component orders, we may be liable to our suppliers and manufacturers for the cost of the unused component orders or components purchased by our manufacturers. For instance, the Company materially reduced its demand plan in the second quarter of 2022, resulting in non-cancellable purchase commitments to certain manufacturers. During the year ended December 31, 2023, we accrued $0.6 million for non-cancellable inventory purchase commitments. 33

~~Net~~Table inventories not expected to be sold according to a one year forecasted sales projection are classified as other non-current assets on the Consolidated Balance Sheets. Inventory on hand that exceeds a three year forecasted sales projection is recorded as an excess and obsolete inventory reserve. This reserve is comprised of ~~inventory greater than can be used to meet future needs (excess) or for which the product is outdated or otherwise not expected to be sold (obsolete).~~Contents

Both the one year and three year sales forecasts were lower as of December 31, 2023 than as of December 31, 2022. The total excess and obsolete inventory reserve increased by $9.1 million as of December 31, 2023, $6.9 million of which was due to ~~these~~our ~~lower~~suppliers ~~forecasts~~ and ~~$2.2~~manufacturers ~~million~~for ~~of which represents inventory~~ the ~~Company~~cost ~~had determined had become obsolete during the period. The total excess and obsolete inventory reserve as~~ of ~~December 31, 2023 and December 31, 2022 was $12.9 million and $3.8 million, respectively. During~~ the ~~year~~unused ~~ended~~component ~~December 31,~~orders ~~2022,~~or ~~the~~components ~~Company~~purchased ~~underwent~~by ~~significant~~our ~~leadership changes, both at the executive level and sales department level, which impacted the business and related sales projections~~manufacturers. ~~See Note 5. Inventories, Net, in Part II, Item 8. “Financial Statements.”~~

Net inventories not expected to be sold according to a one year forecasted sales projection are classified as other non-current assets on the accompanying Consolidated Balance Sheets. Inventory on hand that exceeds a three year forecasted sales projection is recorded as an excess and obsolete inventory reserve. This reserve is comprised of inventory greater than can be used to meet future needs (excess) or for which the product is outdated or otherwise not expected to be sold (obsolete).

The total excess and obsolete inventory reserve as of December 31, 2024 and December 31, 2023 was $12.8 million and $12.9 million, respectively. The $0.1 million decrease was primarily related to the sale of product with excess reserves, partially offset by increases from additional inventory purchases to resolve prior purchase commitments. See Note 7. Inventories, Net, in Part II, Item 8. “Financial Statements.”

Conversely, if we underestimate customer demand, our suppliers and manufacturers may not be able to deliver products to meet our requirements, or we may be subject to higher costs in order to secure the necessary production capacity. Our inability to meet customer demand and delays in the delivery of our products to customers could result in reputational harm, damage customer relationships and have an adverse effect on our business, financial condition and operating results.

From time to time, we may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and operating results.

In addition to the Stockholder Lawsuits and the ongoing SEC Investigation described above, from time to time, we may be subject to claims, lawsuits, government investigations and other proceedings involving products liability, competition and antitrust, intellectual property, privacy, consumer protection, securities, tax, labor and employment, commercial disputes and other matters that could adversely affect our business operations and financial condition. As our business grows, we may see a rise in the number and significance of these disputes and inquiries. Litigation, regulatory proceedings and any intellectual property infringement matters that we could face may be protracted and expensive, and the results are difficult to predict. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, require us to modify our products or services, make content unavailable or require us to stop offering certain features, all of which could negatively affect our revenue growth.

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The results of litigation, investigations, claims and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, financial condition and operating results.

Our smart building technology is subject to varying state and local regulations, which are updated from time to time.

Our smart building technology is subject to certain state and local regulations, which are updated from time to time. For example, our software, services and products are subject to regulations relating to building and fire codes, public safety, access control systems and data privacy and security. The regulations to which we are subject may change, additional regulations may be imposed or existing regulations may be applied in a manner that creates special requirements for the implementation and operation of our software, services and products that may significantly impact or even eliminate some of our revenues or markets. In addition, we may incur material costs or liabilities in complying with any such regulations. Furthermore, some of our customers must comply with numerous laws and regulations, which may affect their willingness and ability to purchase our software, services and products. The modification of existing laws and regulations or interpretations thereof or the adoption of future laws and regulations could adversely affect our business, cause us to modify or alter our methods of operations and increase our costs and the price of our software, services and products. In addition, we cannot provide any assurance that we will be able, for financial or other reasons, to comply with all applicable laws and regulations. If we fail to comply with these laws and regulations, we could become subject to substantial penalties or restrictions that could materially and adversely affect our business.

We may fail to comply with import and export, bribery and money laundering laws, regulations and controls.

We sell our products and services in the United States and Canada and source our products from Asia and the United States. We are subject to regulation by various federal, state, local and foreign governmental agencies, including, but not limited to, agencies and regulatory bodies or authorities responsible for monitoring and enforcing product safety and consumer protection laws, data privacy and security laws and regulations, employment and labor laws, workplace safety laws and regulations, environmental laws and regulations, antitrust laws, federal securities laws and tax laws and regulations.

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agencies and regulatory bodies or authorities responsible for monitoring and enforcing product safety and consumer protection laws, data privacy and security laws and regulations, employment and labor laws, workplace safety laws and regulations, environmental laws and regulations, antitrust laws, federal securities laws and tax laws and regulations.

Our operations require us to import from Asia and export to Canada, which geographically stretches our compliance obligations. We are also subject to anti-money laundering laws such as the USA PATRIOT Act and may be subject to similar laws in other jurisdictions. Our products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. We may also be subject to import/export laws and regulations in other jurisdictions in which we conduct business or source our products. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

Changes in laws that apply to us could result in increased regulatory requirements and compliance costs, which could harm our business, financial condition, cash flows and results of operations. In certain jurisdictions, regulatory requirements may be more stringent than in the United States. Noncompliance with applicable regulations or requirements could subject us to whistleblower complaints, investigations, sanctions, settlements, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions, suspension or debarment from contracting with certain governments or other customers, the loss of export privileges, multi-jurisdictional liability, reputational harm and other collateral consequences. If any governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition, cash flows and results of operations could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and an increase in legal costs and other professional fees.

If we are unable to sustain pricing levels for our software, services and products, our business could be adversely affected.

If we are unable to sustain pricing levels for our software, services and products, whether due to competitive pressure or otherwise, our gross margins could be significantly reduced. Further, our decisions around the development of new software, services and products are grounded in assumptions about eventual pricing levels. If there is price compression in the market after these decisions are made, it could have a negative effect on our business.

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Insurance policies do not cover all of our operating risks, and a casualty loss beyond the limits of our coverage could negatively impact our business.

We are subject to all of the operating hazards and risks normally incidental to the provision of our products and services and business operations. While we maintain insurance policies in such amounts and with such coverage and deductibles as required by law and that we believe are reasonable and prudent, such insurance is not adequate to protect us from all the liabilities and expenses that may arise from claims for personal injury, death or property damage arising in the ordinary course of our business, the SEC Investigation or the pending Stockholder Lawsuits, and we may not be able to maintain our current levels of insurance at economical prices. We may choose to self-insure certain liabilities either by bearing such liabilities fully or by selecting a higher deductible in exchange for reduced premiums. If a significant liability claim is brought against us that is not covered by insurance, or we incur numerous smaller claims that do not meet applicable deductibles, then we may have to pay such claims with our own funds, which could have a material adverse effect on our business, financial condition, cash flows or results of operations.

Downturns in general economic and market conditions and reductions in spending may reduce demand for our software, services and products, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for our software, services and products. Negative conditions in the general economy both in the United States and abroad could cause a decrease in consumer discretionary spending and business investment and diminish growth expectations in the U.S. economy and abroad. Such conditions include those resulting from a pandemic or other global health crisis, the impact of ~~the economic disruption caused by the recent and potential future~~ disruptions in access to bank deposits or lending commitments due to bank failures, the Russian invasion of Ukraine, increasing interest rates, inflationary pressures and the threat of a recession, changes in gross domestic product growth, financial and credit market fluctuations, construction slowdowns, energy costs, international trade relations and other geopolitical issues, the availability and cost of credit and changes in the global housing and mortgage markets.

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During weak economic times, the pool of potential customers may decline as the prospects for multifamily apartment construction and renovation projects diminish, which may have a corresponding impact on our growth prospects. Increasing interest rates have significantly impacted the multifamily industry, particularly property owners or developers subject to variable rate loans. These property owners or developers may be unable to refinance loans at attractive rates, or at all, and may have to reduce their capital expenditures accordingly. In addition, there is a risk that a higher percentage of property developers will file for bankruptcy protection, which may harm our revenue, profitability and results of operations, and we may determine that the cost of pursuing any claim in bankruptcy outweighs the recovery potential of such claim.

Recent macroeconomic conditions have caused significant uncertainty and volatility in global markets, which has caused, and may continue to cause, consumer discretionary spending to decline. A prolonged economic slowdown and a material reduction in new multifamily apartment construction and renovation projects may result in diminished sales of our platforms and solutions. Further worsening, broadening or protracted extension of the economic downturn could have a negative impact on our business, revenue, results of operations and cash flows.

We are dependent upon relationships with foreign-based manufacturers and service providers, which exposes us to complex regulatory regimes, logistical challenges and business risk.

Most of our manufacturing is outsourced to contract manufacturers in China and Taiwan. We also engage consultants and contractors internationally, including in ~~Argentina,~~ Romania ~~and Spain~~, to supplement our permanent workforce. These foreign exposures result in additional factors that could interrupt our relationships, affect our ability to acquire the necessary products on acceptable terms, disrupt our operations or subject us to additional regulatory regimes and business risks, including:

•i.political, social and economic instability and the risk of war or other international incidents;

•i.fluctuations in foreign currency exchange rates that may increase our cost of products;

•ii.imposition of duties, taxes, tariffs or other charges, embargoes or other restrictions on imports, including ~~the 10%~~ additional tariffs on imports from China and Taiwan that the Trump Administration has announced inat ~~February~~various times in 2025;

•iii.difficulties in complying with import and export laws, regulatory requirements and restrictions;

•iv.natural disasters and public health emergencies~~, such as the COVID-19 pandemic~~;

•v.import shipping delays resulting from foreign or domestic labor shortages, slow-downs or stoppage;

•vi.the failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property;

39vii.potential loss of developed technology through piracy, misappropriation or more lenient laws regarding intellectual property protection;

~~Table~~viii.imposition of ~~Contents~~new legislation relating to import quotas or other restrictions that may limit the quantity of our products that may be imported into the United States from countries or regions where our products are manufactured;

~~•potential~~ix.financial ~~loss~~or political instability in any of ~~developed~~the ~~technology~~countries ~~through~~in ~~piracy,~~which ~~misappropriation~~our orproducts ~~more~~are ~~lenient~~manufactured ~~laws~~or ~~regarding~~our ~~intellectual~~contractors ~~property~~are ~~protection~~located;

~~•imposition~~x.potential ofrecalls ~~new legislation relating to import quotas~~ or ~~other~~cancellations ~~restrictions~~of ~~that~~orders ~~may~~for ~~limit~~any ~~the quantity of our~~ products that ~~may~~do benot ~~imported~~meet ~~into the United States from countries or regions where~~ our ~~products~~quality ~~are manufactured~~standards;

~~•financial~~xi.disruption ~~or political instability in any~~ of ~~the~~imports ~~countries~~and inoperations ~~which~~by ~~our~~labor ~~products~~disputes ~~are manufactured~~ or ~~our~~strikes ~~contractors~~and ~~are~~local ~~located~~business practices;

~~•potential~~xii.political ~~recalls~~or military conflict involving the United States, China, Taiwan or ~~cancellations~~any country in which our suppliers or contractors are located, which could cause a delay in, or restrict, the import and transportation of ~~orders~~our ~~for~~products, ~~any~~an increase in transportation costs, additional risk to products ~~that~~being dodamaged ~~not~~and ~~meet~~delivered ~~our~~on ~~quality~~time ~~standards~~and disruption in our operations;

~~•disruption~~xiii.heightened ofterrorism ~~imports~~ and ~~operations~~security byconcerns, ~~labor~~which ~~disputes~~could subject imported goods to additional, more frequent or ~~strikes~~more ~~and~~thorough ~~local~~inspections, ~~business~~leading ~~practices~~to delays in deliveries or impoundment of goods for extended periods;

~~•political~~xiv.inability orof ~~military conflict involving the United States, China, Taiwan or any country in which~~ our non-U.S. suppliers orto ~~contractors~~obtain ~~are~~adequate ~~located,~~credit ~~which could cause a delay in,~~ or ~~restrict,~~access ~~the~~liquidity ~~import and transportation of our products, an increase in transportation costs, additional risk~~ to ~~products~~finance ~~being~~their ~~damaged and delivered on time and disruption in our~~ operations; and

~~•heightened~~xv.our ~~terrorism~~ability ~~and security concerns, which could subject imported goods~~ to ~~additional,~~enforce ~~more~~agreements ~~frequent~~with orour ~~more~~foreign ~~thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods;~~suppliers.

•inability of our non-U.S. suppliers to obtain adequate credit or access liquidity to finance their operations; and

•our ability to enforce agreements with our foreign suppliers.

If we were unable to import products from China and Taiwan at all or in a cost-effective manner, we could suffer irreparable harm to our business and be required to significantly curtail our operations, file for bankruptcy or cease operations.

From time to time, we may also have to resort to administrative and court proceedings to enforce our legal rights with foreign suppliers. However, it may be more difficult to evaluate and enforce the level of legal protection available to us in China and Taiwan, and the corresponding outcome of any administrative or court proceedings, as compared to in the United States.

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We may face exposure to foreign currency exchange rate fluctuations.

While we have historically transacted in U.S. dollars with the majority of our customers and suppliers, we have transacted in some foreign currencies, such as the Canadian Dollar, British Pound Sterling, the Euro, the Philippine Peso and the New Taiwan Dollar, and may transact in additional foreign currencies in the future. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar may affect our revenue and operating results. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and operating results. In addition, to the extent that fluctuations in currency exchange rates cause our operating results to differ from our expectations or the expectations of our investors, the trading price of our common stock could decrease.

Our private placement warrants are accounted for as liabilities, and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the SEC Staff issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement regarding the accounting and reporting considerations for warrants issued by SPACs focused on certain settlement terms and provisions related to certain tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement, dated as of November 9, 2020, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”) governing the private placement warrants that were originally issued in connection with TSIA’s initial public offering that Legacy Latch assumed as part of the Closing of the Business Combination (the “Private Placement Warrants”). In response to the SEC Statement, we reevaluated the accounting treatment of the Private Placement Warrants and determined to classify the Private Placement Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on ~~our~~the ~~balance~~accompanying ~~sheet~~Consolidated Balance Sheet as of December 31, ~~2023~~2024 ~~contained elsewhere in this Form 10-K~~ is a derivative liability related to embedded features contained within the Private Placement Warrants. Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”), provides for the re-measurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings inon the ~~statement~~accompanying Consolidated Statements of ~~operations~~Operations and Comprehensive Loss. As a result of the recurring fair value measurement, our financial statements and results of operations will fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the Private Placement Warrants each reporting period and that the amount of such gains or losses could be material.

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Risks Related to Our Indebtedness

We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.

Our ability to make scheduled payments on or to refinance our indebtedness obligations, including the Loan Agreement, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. Our ability to restructure or refinance indebtedness will depend on market conditions and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In the absence of sufficient cash flows and capital resources, we could face liquidity problems and might be required to dispose of material assets or operations to meet debt service and other obligations. The Loan Agreement restricts our ability to dispose of assets and our use of the proceeds from such disposition. We may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet scheduled debt service obligations, which could have a material adverse effect on our financial condition and results of operations.

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The Loan Agreement does, and any future agreements related to indebtedness may, restrict our current and future operations, particularly our ability to respond to changes in business or to take certain actions.

The Loan Agreement contains, and any agreement related to future indebtedness we incur will likely contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to engage in acts that may be in our best long-term interest. For instance, the Loan Agreement limits the Company’s ability to:

• engage in certain asset dispositions;

• permit a change in control;

• merge or consolidate;

• incur indebtedness or grant liens on its assets;

• declare or pay dividends, distributions or redemptions;

• make loans or investments; and

• engage in certain transactions with affiliates.

A breach of any of these covenants could result in an event of default under the Loan Agreement.

The Loan Agreement also requires the Company to maintain an operating account with Customers Bank with a sufficient balance to support monthly payments. Additionally, the Company is required to maintain a liquidity ratio of at least 4.00, tested monthly, which is calculated as the quotient of unrestricted cash and cash equivalents of the Company and its subsidiaries (subject to certain limitations with respect to cash of foreign subsidiaries), divided by all outstanding indebtedness owed to Customers Bank.

Upon the occurrence of an event of default, all amounts outstanding under the Loan Agreement could be declared to be immediately due and payable. If indebtedness under the Loan Agreement is accelerated, there can be no assurance that we will have sufficient assets to repay such indebtedness. Additionally, upon an occurrence of an event of default, Customers Bank has the right to dispose of collateral, representing substantially all the assets of the Company.

Risks Related to Ownership of Our Securities

Our common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our common stock has been and is likely to continue to be volatile, particularly since it began trading on the OTC Expert Market in August 2023. The stock market, and our industry in particular, has recently experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “—Risks Related to Our Business and Industry” and the following:

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You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “—Risks Related to Our Business and Industry” and the following:

•increasing interest rates, inflationary pressures and the threat of a recession in the United States and around the world;

•the impact of organizational changes, including any reductions in force ~~and the transition of Mr. Siminoff into an advisory role in 2025~~;

•the impact of adverse resolution or settlement of, any developments in, or change in status of, the Stockholder Lawsuits, the SEC Investigation or any new, threatened or other pending litigation, investigation or regulatory action;

•the minimal public market for our securities that exists while they are traded on the OTC Expert Market or other OTC markets;

•our operating and financial performance and prospects;

•our quarterly or annual earnings, or those of other companies in our industry, compared to market expectations;

•conditions that impact demand for our products and/or services;

•future announcements concerning our business, our customers’ businesses or our competitors’ businesses;

•public reaction to our press releases, other public announcements and filings with the SEC;

•the size of our public float;

•coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•changes in laws or regulations that adversely affect our industry or us;

•privacy and data protection laws, privacy or data breaches or the loss of data;

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•changes in accounting standards, policies, guidance, interpretations or principles;

•issuances, exchanges or sales, or expected issuances, exchanges or sales, of our ~~capital~~common stock;

•changes in our dividend policy; and

•changes in general market, economic and political conditions in the United States, China, Taiwan and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to any indebtedness, industry trends and other factors that our Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing any indebtedness. As a result, you may have to sell some or all of your common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our common stock.

Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

In August 2021, we filed a registration statement on Form S-8 (the “S-8 Registration Statement”) with the SEC providing for the registration of shares of our common stock issued or reserved for issuance under the Latch, Inc. 2021 Incentive Award Plan (the “2021 Plan”). Subject to the satisfaction of vesting conditions, shares registered under S-8 Registration Statement are available for resale without restriction. From time to time in the future, we may also issue additional shares of our common stock or securities convertible into our common stock pursuant to a variety of transactions, including acquisitions, as we did in connection with the HDW Acquisition. The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us, and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

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In the future, we may obtain financing or further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Issuing additional shares of our common stock, other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our common stock bear the risk that any future offerings may reduce the market price of our common stock and dilute their percentage ownership.

Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market could cause the market price ~~for~~of our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In accordance with our obligations under our registration rights agreements, we are required to register for resale the shares of common stock of certain of our stockholders. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our common stock to decline.

As any transfer restrictions on shares of our common stock terminate or expire, the market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our common stock or other securities.39

In addition, the shares of our common stock issued under the 2021 Plan are, or will become, eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144 under the Securities Act, as applicable. The number of shares reserved for future issuance under the 2021 Plan equals (i) 22,500,611 plus (ii) an annual increase for ten years on the first day of each calendar year beginning January 1, 2022, equal to the lesser of (A) 5% of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the Board. Effective January 1, 2022, 2023, 2024 and 2025, the number of shares reserved for future issuance under the 2021 Plan increased by 7,116,177, 7,267,376, 8,810,007 and 8,241,264 shares, respectively. The maximum number of shares of our common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is equal to 120,329,359. We filed the S-8 Registration Statement to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity incentive plans. The S-8 Registration Statement automatically became effective upon filing on August 9, 2021, but we suspended use of the S-8 Registration Statement commencing with the Company’s filing of a Notification of Late Filing on Form 12b-25 on August 10, 2022 (the “Form 12b-25”). We expect to resume using the S-8 Registration Statement once we are current in our SEC filings, in which case shares registered under such registration statement will again be available for sale in the open market, subject to the limitations noted elsewhere in this Form 10-K.

Since the Company’s filing of the Form 12b-25 on August 10, 2022 through the date on which we become current in our SEC filings, (the “Suspension Period”), restricted stock units (“RSUs”) that vested have not been immediately settled, and accordingly, not all common stock underlying such vested RSUs will have been delivered to participants. Similarly, during the Suspension Period, the exercise of any stock options of the Company has also been suspended. Accordingly, at certain times in the future, a significant number of RSUs may be settled and the common stock underlying such RSUs will be delivered to the participants. For instance, in December 2024, we settled, and issued to participants, approximately 3.9 million shares of common stock in connection with vested RSUs. Additionally, participants may choose to exercise their stock options upon conclusion of the Suspension Period. As a result, a significant number of shares of common stock may become issued and outstanding at certain times in the future, which could cause the prevailing market price of our common stock to decline.

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In addition, the shares of our common stock issued under the 2021 Plan are, or will become, eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144 under the Securities Act, as applicable. The number of shares reserved for future issuance under the 2021 Plan equals (i) 22,500,611 plus (ii) an annual increase for ten years on the first day of each calendar year beginning January 1, 2022, equal to the lesser of (a) 5% of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. Effective January 1, 2022, 2023, 2024 and 2025, the number of shares reserved for future issuance under the 2021 Plan increased by 7,116,177, 7,267,376, 8,810,007 and 8,241,264 shares, respectively. The maximum number of shares of our common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is equal to 120,329,359. We filed the S-8 Registration Statement to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity incentive plans. The S-8 Registration Statement automatically became effective upon filing on August 9, 2021, but we suspended use of the S-8 Registration Statement commencing with the Company’s filing of a Notification of Late Filing on Form 12b-25 on August 10, 2022 (the “Form 12b-25”). We expect to resume using the S-8 Registration Statement once we are current in our SEC filings, in which case shares registered under such registration statement will again be available for sale in the open market, subject to the limitations noted elsewhere in this Form 10-K.

Since the Company’s filing of the Form 12b-25 on August 10, 2022 through the date on which we become current in our SEC filings, (the “Suspension Period”), restricted stock units (“RSUs”) that vested have not been immediately settled, and accordingly, not all common stock underlying such vested RSUs has been delivered to participants. During the Suspension Period, the exercise of any stock options of the Company has also been suspended. Accordingly, at certain times in the future, a significant number of RSUs may be settled and the common stock underlying such RSUs will be delivered to the participants. For instance, in December 2024, we settled, and issued to participants, approximately 3.9 million shares of common stock in connection with vested RSUs. Additionally, participants may choose to exercise their stock options upon conclusion of the Suspension Period. As a result, a significant number of shares of common stock may become issued and outstanding at certain times in the future, which could cause the prevailing market price of our common stock to decline.

You may only be able to exercise the public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

The Warrant Agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement; (ii) if we have so elected and the shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to (Aa) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “Fair Market Value” (as defined in the next sentence) over the exercise price of the warrants by (y) the Fair Market Value and (Bb) 0.361 per whole warrant. The “Fair Market Value” is the volume weighted average price of the common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

We may amend the terms of the warrants in a manner that may have an adverse effect on holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or curing, correcting or supplementing any defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the rights of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.

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provision or (ii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the rights of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time prior to their expiration (a) at a price of $0.01 per warrant, provided that the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met or (b) at a price of $0.10 per warrant, provided that the closing price of our common stock equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price, which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by TS Innovation Acquisitions Sponsor, L.L.C. or its permitted transferees.

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Our Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

Our Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the U.S. District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the U.S. District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

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Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Our second amended and restated certificate of incorporation (our “Charter”), our amended and restated bylaws (our “Bylaws”) and Delaware law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our Board. Among other things, our Charter and Bylaws include the following provisions:

•a staggered board, which means that our Board is classified into three classes of directors with staggered three-year terms, and directors are only able to be removed from office for cause;

•limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

•a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

•a forum selection clause, which means certain litigation against us can only be brought in Delaware;

•the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

•advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law (the “DGCL”), which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the Board approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder at an annual or special meeting of stockholders.

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Any provision of our Charter, our Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

Our Charter and Bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Charter and Bylaws provide that, unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of our directors, officers or stockholders to us or to our stockholders; (iii) any action, suit or proceeding asserting a claim arising pursuant to the DGCL, our Charter or our Bylaws; or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) subject to the foregoing, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our Charter and Bylaws provide that the federal district courts of the United States shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

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Charter and Bylaws provide that the federal district courts of the United States shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

General Risk Factors

Climate change and related environmental issues may have an adverse effect on our business, financial condition and operating results.

Climate change related events, such as increasing temperatures, rising sea levels and changes to patterns and intensity of wildfires, hurricanes, floods, other storms and severe weather-related events and natural disasters, may have an adverse effect on our business, financial condition and operating results. We recognize that there are inherent climate related risks regardless of how and where we conduct our operations. For example, a catastrophic natural disaster could negatively impact the locations of our customers and suppliers. Access to clean water and reliable energy in the communities where we conduct our operations is critical to us. Accordingly, a natural disaster has the potential to disrupt our and our customers’ and suppliers’ businesses and may cause us to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses.

Stockholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.

Our stockholders, customers and employees continue to expect a more proactive response to environmental, social, and governance (“ESG”) matters. We may incur increased costs and may be exposed to new risks responding to these higher expectations. Although we believe that ESG priorities can help drive sustainable business practices, we may face reputational challenges in the event that we are unable to achieve certain ESG goals or our ESG standards do not meet those set by certain constituencies. These reputational challenges could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our business is subject to the risk of earthquakes, fires, power outages, floods and other catastrophic events, and to interruption by man-made problems such as terrorism.

Our business is vulnerable to damage or interruption from earthquakes, fires, power outages, floods, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. The third-party systems, operations and manufacturers on which we rely are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire or flood, could have an adverse effect on our business, financial condition and operating results, and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in our or our suppliers’ and manufacturers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting locations that store significant inventory of our products or that house our servers. As we rely heavily on our computer and communications systems and the internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ and manufacturers’ businesses, which could have an adverse effect on our business, financial condition and operating results.

We incur increased costs as a result of being a public company. Failure to comply with laws, regulations and standards relating to our public company status could materially and adversely affect our business and results of operations.

As a company with publicly traded securities, we have incurred, and will continue to incur, significant legal, accounting and other expenses. In addition, we are or may become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Act, the requirements of a national securities exchange or the OTC markets and other applicable securities rules and regulations. These laws, rules and regulations may increase our legal and financial compliance costs, which could adversely affect the trading price of our securities.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Additionally, certain members of our management team have limited or no experience in the management of a publicly traded company, which is subject to significant regulatory oversight and reporting obligations under federal securities laws. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Our failure to comply with these laws, regulations and standards could materially and adversely affect our business and results of operations.

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ongoing revisions to disclosure and governance practices. Additionally, certain members of our management team have limited experience in the management of a publicly traded company, which is subject to significant regulatory oversight and reporting obligations under federal securities laws. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Our failure to comply with these laws, regulations and standards could materially and adversely affect our business and results of operations.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock depends in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. Analysts generally ceased their coverage of us following our announcement of the Restatement. We may be slow to attract research coverage in the future, and if one or more analysts cease coverage of us, the price and trading volume of our securities may be negatively impacted. If any analysts adversely change their recommendation regarding our securities, ~~as occurred at various times in 2022,~~ or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if any analyst downgrades our common stock, ~~as occurred at various times in 2022,~~ or if our reporting results do not meet their expectations, the market price of our common stock could decline.

Item 1B. Unresolved Staff Comments

Not applicable.

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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), specifically NIST 800-30 and NIST 800-37, as well as ISO 27005. This does not imply that we meet any particular technical standards, specifications or requirements, only that we use these standards as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.

Our cybersecurity risk management program includes:

•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services and our broader enterprise information technology environment;

•a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls and our response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our cybersecurity controls;

•cybersecurity awareness training of our employees, incident response personnel and senior management;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party risk management process for service providers, suppliers and vendors that have access to our critical systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition. For more information regarding the possible impact of such an incident, see “—Risk Factors—If our security controls are breached, or unauthorized or inadvertent access to user information or other data or to ~~control or view systems are otherwise obtained, our products, software or services may be perceived as insecure, our business may be harmed and we may incur significant liabilities.”~~

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control or view systems are otherwise obtained, our products, software or services may be perceived as insecure, our business may be harmed and we may incur significant liabilities.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the Board regarding its activities.

Our cybersecurity team has ~~over~~approximately 3025 years of combined cybersecurity experience and is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and incident response plan and supervises both our internal and any external cybersecurity personnel. Our cybersecurity team’s experience includes threat detection, risk assessment, incident response, security architecture, compliance with industry standards (e.g., NIST, SOC2), vulnerability management and security operations, among others.

Our cybersecurity team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, including external consultants, and alerts and reports produced by our active cybersecurity tools.

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Item 2. Properties

~~Effective~~Current November 1, 2023, we relocated our headquarters to St. Louis (Olivette), Missouri, occupying approximately 49,000 square feet of leased warehouse and office space. In January 2024, the Company entered into an amendment to the lease agreement, expanding the premises by approximately 13,000 square feet. The term of the lease agreement commenced March 1, 2024 and continues through June 1, 2029. The total commitment of approximately $2.1 million is payable monthly with escalating rental payments over the approximate five-year lease term.Properties

InEffective November 1, 2023, we ~~leased~~relocated ~~office~~our ~~space~~headquarters into ~~Los~~St. ~~Angeles~~Louis (Olivette), ~~California~~Missouri, occupying approximately 249,000 square feet. ~~The~~of ~~lease~~leased ~~expires~~warehouse inand ~~December~~office ~~2025~~space. ~~Following~~In ~~the~~January ~~Property Management Acquisition~~2024, inthe ~~July~~Company ~~2024~~entered weinto ~~began~~an aamendment ~~month-~~to~~-month~~ the lease ~~for~~agreement, ~~our~~expanding ~~property~~the ~~management~~premises ~~team~~by inapproximately ~~Boston~~13,000 ~~Massachusetts~~square feet. ~~From~~The ~~2020~~term ~~through~~of ~~2023,~~the welease ~~operated~~commenced ~~offices~~March ~~in Denver~~1, ~~Colorado,~~2024 ~~New~~and ~~York,~~continues ~~New~~through ~~York,~~June ~~Los Angeles~~1, ~~California and Taipei, Taiwan~~2029.

~~Throughout~~Following ~~2023, we were party to a lease for approximately 9,600 square feet of office and warehouse space in Denver that expired in November 2024. We ceased using~~ the ~~property~~Property inManagement ~~November 2023. Along with our U.S. facilities~~Acquisitions, ~~we lease a small office space~~ in ~~Taipei,~~July ~~Taiwan, which lease expires in June 2025. From September~~ 2024 ~~to January 2025,~~ we ~~leased~~began ~~office space in Argentina. As~~ a ~~result of the HelloTech Merger, we are subject to a~~ month-to-month office lease infor ~~Cebu~~our ~~City~~property management team in Boston, ~~Philippines~~Massachusetts.

We believe that our ~~new~~ headquarters and current facilities ~~will~~ enable better support for our customers and improve operational discipline and efficiency. We believe that suitable additional space will be available to accommodate any expansion of our operations as needed. Other than our St. Louis-based employees and our property management ~~business~~team, our workforce generally operates on a remote basis, which we believe is suitable for the conduct of our business.

Historical Properties

From 2020 through 2023, we operated offices in Denver, Colorado, New York, New York, Los Angeles, California and Taipei, Taiwan. Between November 2023 and January 2025, we also leased office space in Los Angeles, California occupying approximately 2,000 square feet. Throughout 2023, we were party to a lease for approximately 9,600 square feet of office and warehouse space in Denver that expired in November 2024. We ceased using the property in November 2023.

Along with our U.S. facilities, we leased a small office space in Taipei, Taiwan until July 2025. From September 2024 to January 2025, we also leased office space in Argentina. As a result of the HelloTech Merger, we were subject to a month-to-month office lease in Cebu City, Philippines, from July 2024 to September 2025.

Item 3. Legal Proceedings

We are and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at December 31, 2023, will not materially affect the Company’s consolidated results of operations, financial position or cash flows, except as set forth in Note 12. Commitments and Contingencies, in Part II, Item 8. “Financial Statements.” Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.

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2024, will not materially affect the Company’s consolidated results of operations, financial position or cash flows, except as set forth in Note 14. Commitments and Contingencies, in Part II, Item 8. “Financial Statements.” Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Since August 11, 2023, Latch’s common stock and warrants have been traded on the OTC Expert Market under the ticker symbols “LTCH” and “LTCHW,” respectively. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Prior to the transition to the OTC markets, beginning June 7, 2021, Latch common stock and warrants were listed and traded on Nasdaq. Before June 7, 2021 and the completion of the Business Combination with TSIA, the units, common stock and warrants of TSIA traded on Nasdaq under the ticker symbols “TSIAU,” “TSIA” and “TSIAW,” respectively.

Nasdaq Delisting

On February 7, 2023, the Company received the Staff Determination from the Nasdaq Staff notifying the Company that Nasdaq had initiated a process that could result in the delisting of the Company’s securities from Nasdaq as a result of the Company’s failure to timely file all required periodic financial reports with the SEC. The Company presented the Compliance Plan at a March 23, 2023 hearing before the Panel. As set forth in the Compliance Plan, the Company intended to regain compliance with the Listing Rule by filing with the SEC, on or before August 4, 2023, (i) the 2022 Annual Report, (ii) the Delinquent Quarterly Reports and (iii) the First Quarter 2023 Report. On April 5, 2023, ~~the~~Nasdaq ~~Company~~granted ~~received a decision from~~ the ~~Panel granting the~~ Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with the Listing Rule on or before August 4, 2023.

On July 31, 2023, the Company notified ~~the~~Nasdaq ~~Panel~~ that the Company did not anticipate filing the required reports to regain compliance with the Listing Rule on or before August 4, 2023. On August 8, 2023, the Company received a notice from ~~the~~Nasdaq ~~Panel~~ stating that it had determined to suspend trading of the Company’s securities on August 10, 2023 and commence delisting procedures because of the Company’s failure to regain compliance with the Listing Rule by August 4, 2023. On March 21, 2024, Nasdaq filed a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq. The delisting was effective April 1, 2024.

Holders

As of ~~March~~October 2131, 2025, we had 164,~~825~~034,~~277~~812 shares of common stock outstanding held by approximately ~~425~~420 record holders, excluding stockholders for whom shares are held in “nominee” or “street” name. The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.

Dividend Policy

We have not declared dividends on our common stock to date, and we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that our Board may deem relevant.

Equity Compensation Plan Information

The following table presents the securities authorized for issuance under our equity compensation plans as of December 31, 2023. See Note 15. Stock-Based Compensation, in Part II, Item 8. “Financial Statements” for additional information about our equity compensation plans.

As noted above, in connection with the Restatement, we suspended use of the S-8 Registration Statement on August 10, 2022. During the Suspension Period, we have not granted any RSUs and have not settled any RSUs upon vesting. However, in December 2023 and 2024, we settled certain RSUs for which participants faced year-end tax liability. We expect to resume granting and regularly settling vested RSUs pursuant to the S-8 Registration Statement once we are current in our SEC filings.

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Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights			(c) Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Equity Compensation Plans Approved by Security Holders:
Latch, Inc. 2021 Incentive Award Plan	6,126,062	(1)	—		(2)	17,895,423	(3)
Equity Compensation Plans Not Approved by Security Holders:
Latchable, Inc. 2014 Stock Incentive Plan	500,402		$	0.13		—	(4)
Latch, Inc. 2016 Stock Plan	12,363,395		$	0.73		—	(5)
Total	18,989,859					17,895,423

The following table presents the securities authorized for issuance under our equity compensation plans as of December 31, 2024. See Note 17. Stock-Based Compensation, in Part II, Item 8. “Financial Statements” for additional information about our equity compensation plans.

(1)Represents RSUs granted to service providers, net of forfeitures and releases. Excludes cash-settled RSUs as described in Note 2. Summary of Significant Accounting Policies, and Note 15. Stock-Based Compensation, in Part II, Item 8. “Financial Statements.”


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights			(c) Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Equity Compensation Plans Approved by Security Holders:
Latch, Inc. 2021 Incentive Award Plan	14,298,792	(1)	$	0.45	(2)	25,869,878	(3)
Equity Compensation Plans Not Approved by Security Holders:
Latchable, Inc. 2014 Stock Incentive Plan	500,402		$	0.13		—	(4)
Latch, Inc. 2016 Stock Plan	12,013,397		$	0.71		—	(5)
Total	26,812,591					25,869,878

(21)~~The~~Represents performance stock options and RSUs ~~have~~granted noto ~~exercise~~service ~~price~~providers, net of forfeitures and releases.

(32)~~The~~Represents ~~aggregate number of shares available for issuance under~~ the ~~2021~~weighted ~~Plan~~average isexercise ~~equal~~price ~~to (i) 22,500,611 shares plus (ii) an annual increase for ten years on the first day~~ of ~~each calendar year beginning on January 1, 2022, equal to~~ the ~~lesser~~performance ~~of (A) 5% of the aggregate number of shares of the Company’s common~~ stock ~~outstanding on the last day of the immediately preceding calendar year and (B) such smaller amount of shares as determined by the Board~~options. ~~Effective~~The ~~January~~RSUs 1,have ~~2022,~~no ~~2023,~~exercise ~~2024 and 2025, the number of shares reserved for future issuance under the 2021 Plan increased by 7,116,177, 7,267,376, 8,810,007 and 8,241,264 shares, respectively~~price.

(43)~~Under~~The aggregate number of shares available for issuance under the ~~Latchable~~2021 Plan is equal to (i) 22,500,611 ~~Inc.~~shares ~~2014~~plus ~~Stock~~(ii) ~~Incentive~~an ~~Plan~~annual increase for ten years on the first day of each calendar year beginning on January 1, no2022, ~~award~~equal ~~may~~to bethe ~~granted~~lesser ~~after~~of ~~June~~(a) 45% of the aggregate number of shares of the Company’s common stock outstanding on the last day of the immediately preceding calendar year and (b) such smaller amount of shares as determined by the Board. Effective January 1, ~~2021~~2022, ~~but~~2023, ~~awards~~2024 ~~previously~~and ~~granted~~2025, ~~will~~the ~~continue~~number toof beshares ~~subject~~reserved tofor future issuance under the ~~provisions~~2021 ~~thereof~~Plan increased by 7,116,177, 7,267,376, 8,810,007 and 8,241,264 shares, respectively.

(54)Under the ~~Latch~~Latchable, Inc. ~~2016~~2014 Stock Incentive Plan, no award may be granted after June 4, 2021, but awards previously granted will continue to be subject to the provisions thereof. Shares that are returned to the 2014 Plan are transferred and made available for award grants under the 2021 Plan.

~~Repurchase~~(5)Under ofthe ~~Equity~~Latch, byInc. 2016 Stock Plan, no award may be granted after June 4, 2021, but awards previously granted will continue to be subject to the ~~Company~~provisions thereof. Shares that are returned to the 2016 Plan are transferred and made available for award grants under the 2021 Plan.

~~None.~~Repurchase of Equity Securities

As described further in Note 17. Stock-Based Compensation, in Part II, Item 8. “Financial Statements,” the Company repurchased shares of common stock held by Mr. Siminoff in connection with his transition into an advisory role effective December 31, 2024. The following table summarizes the repurchase of our common stock during the three months ended December 31, 2024.


Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) Purchased under the Plans or Programs
October 1, 2024 - October 31, 2024	—	—		—	—
November 1, 2024 - November 30, 2024	—	—		—	—
December 1, 2024 - December 31, 2024	15,260,540	$	0.0000508	—	—
Total	15,260,540			—	—

Recent Sales of Unregistered Equity Securities

InOn ~~connection~~July 15, 2024, in a private placement concurrent with the ~~HDW~~Company’s ~~Acquisition~~entry into the Loan Agreement, the Company issued ~~approximately~~a ~~29.0~~warrant ~~million~~to Customers Bank to purchase 1,000,000 shares of the Company’s common stock. ~~(valued~~The atBank ~~approximately~~Warrant ~~$40.6~~has ~~million~~an asexercise price of ~~the~~$1.25 ~~acquisition~~per ~~date)~~share, towas ~~HDW’s~~exercisable ~~stockholders~~upon inissuance ~~transactions~~and ~~exempt~~will ~~from~~expire ~~registration~~six ~~under~~years from the ~~Securities~~date ~~Act~~of byissuance, ~~virtue~~or ofJuly 15, 2030. Such issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. ~~The Company~~ and/or ~~certain~~Regulation ofD ~~HDW’s~~promulgated ~~stockholders~~thereunder. ~~entered~~See ~~into~~ the ~~2023 Registration Rights Agreement, pursuant to which the~~ Company’s ~~agreed~~Current toReport ~~file~~on aForm ~~shelf~~8-K ~~registration~~filed ~~statement~~with ~~registering~~ the ~~resale~~SEC ofon ~~the~~July ~~Registrable Securities. See Part I~~15, ~~Item~~2024 1.for ~~“Business—2023~~additional ~~Business Update~~information.”

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 six years from the date of issuance, or July 15, 2030. Such issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. See the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2024 for additional information.48

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Item 6. Reserved

Not applicable.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes of Latch, Inc. and its subsidiaries included elsewhere in this Form 10-K. Some of the information contained in this discussion and analysis contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in Part I, Item 1A. “Risk Factors,” actual results may differ materially from those anticipated in these forward-looking statements. Unless the context otherwise requires, references in this subsection to “we,” “our,” “Latch,” “DOOR” and the “Company” refer to the business and operations of (i) Latch Systems, Inc. (formerly known as Latch, Inc.) and its consolidated subsidiaries prior to the Business Combination and to(ii) Latch, Inc. (formerly known as TS Innovation Acquisitions Corp.) and its consolidated subsidiaries following the consummation of the Business Combination.

For a comparison of our financial condition and results of operations for the years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the ~~2022~~Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).

Overview

WeOur ~~combine~~core ~~hardware,~~offering ~~software~~is ~~and~~built ~~services~~around ~~into~~the aDOOR ~~system~~Platform, ~~that~~which ~~enables~~powers ~~smart~~and ~~access~~manages ~~for~~our ~~users~~suite of asmart ~~multifamily~~access ~~building,~~control ~~enabling~~devices ~~easier,~~(including ~~more modernized experiences for residents and visitors~~locks, ~~more~~readers ~~efficient operations for building owners~~ and ~~property~~intercoms) ~~managers~~ and ~~more~~smart ~~convenient~~home ~~interaction~~devices ~~for~~and ~~service~~integrates ~~providers.~~with Weother ~~designed~~connected ~~and~~devices ~~developed~~within ~~the Latch Platform,~~ a ~~cloud-based SaaS product, to address the access requirements of modern multifamily buildings~~building.

~~Key~~We ~~Factors~~provide ~~Affecting~~solutions ~~Our~~that ~~Performance~~streamline building management for property owners and operators, offer modern convenience and security for residents and simplify interactions for visitors and service providers. While our foundation remains smart access control, we are actively expanding the DOOR Platform and our device integrations to encompass broader smart home solutions, managing devices such as sensors, thermostats and lighting. This ongoing expansion leverages our established platform to create more connected and efficient buildings as we lay the groundwork for a building intelligence platform, automating and streamlining building operations, including work order management and automation, property maintenance and unit inspections and repairs.

WeOur ~~believe~~customers, ~~that~~which ~~our~~include ~~future~~real ~~success~~estate isdevelopers, ~~dependent~~builders, onowners ~~many~~and ~~factors~~property managers in the United States and Canada, ~~including~~typically ~~those~~purchase ~~further~~our ~~discussed~~hardware ~~below~~devices (directly or indirectly through our channel partner network) and directly license our SaaS platform. ~~While~~Residents ~~these~~interact ~~areas~~with ~~represent~~the ~~opportunities~~DOOR ~~for~~Platform ~~Latch~~through the DOOR App. Through the DOOR App, ~~they~~residents ~~also~~access ~~represent~~common ~~challenges~~areas and ~~risks~~unlock ~~that~~residential wedoors, ~~must~~provide ~~successfully~~guest ~~address~~access, inmanage ~~order~~smart tohome ~~operate~~devices and ~~grow~~book ~~our business~~services.

~~Evolving~~Our ~~our~~professional ~~go-to-market~~services ~~strategy.~~offerings ~~Our~~are ~~performance~~integral isto ~~dependent~~ensuring onsuccessful ~~evolving~~deployment ~~our~~of ~~go-to-market~~the ~~strategy~~DOOR toPlatform ~~address~~and ~~the~~ongoing ~~needs~~support offor our customers and ~~facilitate~~their ~~efficient internal motions~~residents. WeThis ~~must~~includes ~~continue~~connecting toour ~~develop~~multifamily aproperty ~~go-to-market~~customers ~~strategy~~with ~~that~~our ~~scales~~partners ~~and~~for ~~allows~~installation ~~higher~~of ~~sales~~Latch ~~volumes~~and atthird-party ~~lower~~smart ~~incremental~~access ~~costs. Our ability to generate operating profits~~ and ~~grow~~smart ~~our~~home ~~business depends~~hardware, inensuring ~~part,~~that onsolutions ~~the~~are ~~success~~implemented ofefficiently ~~our~~and ~~go-to-market strategy~~correctly.

~~Investing~~Complementing inour ~~research~~multifamily ~~and~~installation ~~development~~capabilities, ~~(“R&D”) and enhancing~~ our ~~customer~~HelloTech ~~experience.~~business ~~Our~~provides ~~performance~~a isscalable, ~~dependent~~nationwide onnetwork ~~the~~of ~~investments~~skilled weindependent ~~make~~technicians. inHelloTech ~~research~~connects ~~and~~these ~~development,~~service ~~including~~providers ~~our~~with ~~ability~~residents ~~to attract~~ and ~~retain~~property ~~highly~~managers ~~skilled~~seeking ~~research~~a ~~and~~wide ~~development~~range ~~personnel.~~of Weon-demand ~~believe~~technical weservices, ~~must~~such ~~continually~~as ~~develop~~TV mounting and ~~introduce~~smart ~~innovative~~home ~~new~~device ~~hardware~~installation ~~products, software applications~~ and ~~other~~set-up, ~~offerings.~~as Ifwell weas ~~fail~~broader tohome ~~innovate~~services, ~~and~~such ~~enhance~~as ~~our~~furniture ~~brand and our products~~assembly, ~~our~~handyman ~~market~~services ~~position~~ and ~~revenue~~home ~~will likely be adversely affected~~cleaning.

~~Category adoption~~Additionally, ~~expansion~~we ofoffer ~~our~~a ~~total~~comprehensive ~~addressable~~property ~~market~~management ~~and~~service ~~market growth. Our future growth depends~~ in ~~part on the continued adoption of hardware~~ and ~~software~~around ~~products~~Boston, ~~that improve resident experience and the growth of this market~~Massachusetts.

We operate in one operating and reporting segment.

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Key Business Metrics

We are presenting software revenue (prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)), total revenue (GAAP), net loss (GAAP) and Adjusted EBITDA (non-GAAP) as key business metrics, as we believe each of those metrics is important in measuring our performance, identifying trends affecting our business, formulating business plans and making strategic decisions that will impact our future operational results.

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Our key business metrics are as follows for the periods presented (in thousands):

	Year ended December 31,
	2023		2022		$ Change		% Change
	2024		2023		$ Change		% Change
GAAP Measures:
Software revenue	$	1720,~~775~~255	$	1317,~~024~~775	$	42,~~751~~480	3614.50	%
Total revenue	$	4456,~~961~~630	$	4244,~~955~~961	$	211,~~006~~669	426.70	%
Net loss	$	(~~107~~57,~~540~~596)	$	(~~162~~107,~~336~~540)	$	5449,~~796~~944	(3346.84	%)
Non-GAAP Measure:
Adjusted EBITDA	$	(6840,~~459~~741)	$	(~~118~~68,~~573~~459)	$	5027,~~114~~718	(4240.35	%)

Adjusted EBITDA

To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented in this Form 10-K Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as our net loss, excluding the impact of ~~stock-based~~the ~~compensation~~following ~~expense~~items, if applicable: (i) depreciation and amortization expense, (ii) net interest income, ~~interest~~or expense, (iii) provision for income taxes, ~~restructuring,~~(iv) ~~non-ordinary~~change ~~course~~in ~~legal~~fair ~~fees~~value ~~and~~of ~~settlement~~warrant ~~reserves~~liability, ~~loss~~trading onsecurities, ~~extinguishment~~or ofderivative ~~debt~~instruments, ~~gain~~(v) orrestructuring ~~loss~~costs, on(vi) ~~change~~transaction-related incosts, ~~fair~~(vii) ~~value~~net impairment of ~~derivative~~intangible ~~instruments~~assets, ~~warrant~~(viii) ~~liabilities~~non-ordinary ~~and~~course ~~trading~~legal ~~securities~~fees and ~~transaction~~settlement reserves, (ix) stock-~~related~~based ~~expenses~~compensation expense and (x) gain or loss on extinguishment of debt. The most directly comparable GAAP measure is net loss. We believe excluding the impact of these items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. We monitor, and have presented in this Form 10-K, Adjusted EBITDA because it is a key measure used by our management and Board to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

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In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP (in thousands):

	Year ended December 31,
	2023		2022
	2024		2023
Net loss	$	(~~107~~57,~~540~~596)	$	(~~162~~107,~~336~~540)
Depreciation and amortization	7,~~201~~202		57,~~504~~201
Interest (income) expense, net(1)	(2,309)		2,961
Interest income, net(1)	(1,416)		(2,309)
Provision for income taxes	302		8930
Change in fair value of warrant liability	(~~230~~159)		(~~9,558~~230)
Change in fair value of trading securities	—		3,460
Restructuring costs(2)	1,581		5,812
Restructuring costs(2)	5,812		8,573
Transaction-related costs	—		1
Transaction-related costs(3)	1		468
Impairment of intangible assets, net(3)	2,849		—
Non-ordinary course legal fees and settlement reserves(4)	107,~~405~~376		210,~~010~~405
Stock-based compensation(5)	~~18,171~~(580)		3018,~~256~~171
Adjusted EBITDA	$	(6840,~~459~~741)	$	(~~118~~68,~~573~~459)

(1)As a result of significant discounts provided to our customers on certain long-term software contracts paid in advance, the Company has determined that there is a significant financing component related to the time value of money and has therefore broken out the interest component and recorded it as a component of interest ~~expense~~income, net on the accompanying Consolidated Statements of Operations and Comprehensive Loss. Interest (income~~) expense~~, net includes interest expense associated with the significant financing component of $43.65 million and $54.16 million for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

(2)~~Reflects~~The ~~restructuring~~Company ~~costs~~does ~~primarily~~not ~~associated~~anticipate ~~with~~incurring ~~the~~any ~~July~~restructuring ~~2023~~costs ~~RIF~~during ~~for~~ the year ~~ended~~ending December 31, ~~2023~~2025. ~~and~~See ~~resulting~~Note ~~from~~21. ~~the~~Restructuring, ~~2022~~in ~~RIFs~~Part ~~for~~II, ~~the~~Item ~~year~~8. ~~ended~~“Financial ~~December 31, 2022~~Statements.”

(3)~~Transaction~~See ~~costs~~Note ~~related~~2. toSummary ~~the~~of ~~Business~~Significant ~~Combination~~Accounting Policies - Intangible Assets, Net in Part II, Item 8. “Financial Statements.” The Company has not previously recorded an impairment of intangible assets.

(4)~~Non-ordinary course legal fees and settlement reserves incurred in connection with non-ordinary course litigation and disputes.~~ For ~~the year ended December 31~~2024, ~~2023,~~ the ~~amount~~amounts ~~includes~~primarily ~~(i)~~represent ~~the~~legal ~~Company’s~~fees ~~$14.875 million share of the settlement amount~~ related to the ~~Merger~~Stockholder Lawsuits, ~~as defined~~ and ~~described in Note 12. Commitments and Contingencies, in Part II, Item 8. “Financial Statements,” offset by (ii)~~ the ~~$10.0 million~~SEC ~~contribution insurers provided to such settlement~~Investigation. While the Company is involved in various litigation and legal disputes in the ordinary course of its business, the Company believes the non-ordinary course legal fees and settlement reserves included in our calculation of Adjusted EBITDA do not represent normal ~~and recurring~~ operating expenses. See Note 1214. Commitments and Contingencies, in Part II, Item 8. “Financial Statements.” These costs are included within general and administrative ~~within~~on the accompanying Consolidated Statements of Operations and Comprehensive Loss.

(5)See Note 1517. Stock-Based Compensation, in Part II, Item 8. “Financial Statements.”

Components of Results of Operations

Revenue

Hardware Revenue. We generate hardware revenue primarily from the sale of our portfolio of devices for our smart access and smart ~~apartment~~home solutions. We sell hardware to customers, which include real estate developers, builders, building owners and property managers, directly or through our channel partners, who act as intermediaries, installers or wholesalers. The Company recognizes hardware revenue when there is evidence a contract exists and control has been transferred to the customer. The Company provides warranties that its hardware will be substantially free from defects in materials and workmanship, generally for a period of one or two years for electronic components depending on the hardware product, and five years for mechanical components. The Company determines in its sole discretion whether to replace, ~~repair~~ or refund warrantable devices.

~~From~~Software ~~time-to-time,~~Revenue. ~~industry-wide~~We ~~supply~~generate ~~chain~~software ~~disruptions~~revenue ~~have~~primarily ~~created~~through ~~shortages~~the license of ~~certain~~our ~~construction~~SaaS ~~materials~~over ~~and~~our ~~other~~cloud-based ~~products~~platform on a subscription-based arrangement. ~~Additionally,~~Subscription ~~our~~fees vary depending on the features selected by customers. ~~have~~SaaS ~~also~~arrangements ~~experienced~~generally ~~trade~~have ~~labor~~term ~~availability~~lengths ~~constraints~~between one and ~~delays~~ten years. ~~These~~The ~~factors~~SaaS ~~have~~provided ~~caused~~by ~~our~~the ~~customers~~Company toare ~~experience~~considered ~~construction~~stand-ready ~~delays,~~performance ~~which~~obligations ~~have~~where ~~delayed~~customers ~~and~~benefit ~~may~~from ~~continue~~the toservices ~~delay~~evenly throughout the ~~timing~~service ofperiod. Revenue is recognized ratably over the ~~installation~~subscription ofperiod ~~our~~beginning ~~products~~when ~~and~~or ~~our~~as ~~recognition~~control of ~~hardware~~the ~~and~~promised ~~software~~services ~~revenue~~is transferred to the customer.

~~Software~~Professional Services Revenue. We generate ~~software~~professional services revenue ~~primarily~~in ~~through~~three ~~the~~primary ~~license~~ways: of(i) ~~our~~by ~~SaaS~~facilitating ~~over our cloud~~project-based ~~platform~~hardware oninstallation aand ~~subscription-based~~activation ~~arrangement.~~services ~~Subscription~~for ~~fees~~enterprise ~~vary~~customers, ~~depending~~(ii) onthrough ~~the~~fees ~~features~~generated ~~selected~~ by ~~customers.~~technology ~~SaaS~~and

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~~arrangements~~home ~~generally~~services ~~have~~performed ~~term~~for ~~lengths~~residents ~~between~~and ~~one~~consumers, and ~~ten~~(iii) ~~years.~~through ~~The~~property ~~SaaS~~management ~~provided~~services performed by ~~the~~DPM ~~Company~~for ~~are~~its ~~considered~~multifamily ~~stand-ready~~building ~~performance obligations where~~ customers ~~benefit from the services evenly throughout the service period~~. ~~Revenue is generally recognized ratably over the subscription period beginning when or as control of the promised services is transferred to the customer.~~

~~Installation Services Revenue.~~ We ~~generate~~facilitate ~~revenue by facilitating~~ hardware installation and activation services to select customers. ~~This~~The ~~revenue~~revenues isassociated with these services are recognized over time based on a percentage of ~~completion~~installation performed ~~basis~~and completed and represent a transfer of services to a customer under contract.

Through our HelloTech platform, a network of independent contractors provides in-home technology services such as installation, repair, troubleshooting and technical support. Orders placed through the HelloTech platform are recognized as revenue as services are completed over time. We also offer a subscription service through the HelloTech platform that includes discounted home services and other technical support such as 24/7 online support, home technology checkups, and antivirus and password manager software support. Subscription revenues are recognized ratably over the subscription period.

DPM’s property management activities include operating DPM customers’ buildings, which involves maintenance and repair, construction supervision, leasing and administrative services. Property management service revenues are recognized ratably over the service period.

Cost of Revenue

Cost of hardware revenue consists primarily of product costs, including manufacturing costs, duties and other applicable importing costs, shipping and handling costs, packaging costs, warranty costs, assembly costs and warehousing costs, as well as other non-inventoriable costs, including personnel-related expenses associated with supply chain logistics and direct deployment and outsourced labor costs. We expect hardware cost of revenue to move in-line with our hardware revenue. Our hardware costs have been and may continue to be impacted by any supply chain constraints, shipping cost volatility and changes in import tariffs.

Cost of software revenue consists primarily of outsourced hosting costs, other outsourced cloud-based service costs and personnel-related expenses associated with monitoring and managing outsourced hosting service providers.

Cost of ~~installation~~professional services revenue consists primarily of (i) third-party installation labor costs, and parts and materials ~~and personnel-related expenses~~ associated with deployment of our hardware, (ii) labor costs associated with HelloTech independent technicians and credit card fees, and (iii) costs related to third-party property service providers.

Cost of revenue excludes depreciation and amortization shown in operating expenses.

Operating Expenses

Operating expenses consist of research and development, sales and marketing, general and administrative and depreciation and amortization expenses. As part of a July 2023 reduction in force (the “July 2023 RIF”), we reduced headcount, resulting in the forfeiture of equity grants and the associated recognition of negative stock-based compensation expense. During the Suspension Period, we have not granted any RSUs. However, we expect to resume granting RSUs pursuant to the S-8 Registration Statement once we are current in our SEC filings. Any such grants will increase the Company’s stock-based compensation expense.

R&D Expenses. R&D expenses consist primarily of personnel and related expenses for our employees working on our product, design and engineering teams, including salaries, bonuses, benefits, payroll taxes, travel and stock-based compensation. Also included are non-personnel costs such as amounts paid to our third-party contract manufacturers for tooling, engineering and prototype costs of our hardware products, fees paid to third-party consultants, R&D supplies and rent.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of personnel and related expenses for our employees working on our sales, customer success, deployment and marketing teams, including salaries, bonuses, benefits, payroll taxes, travel, commissions and stock-based compensation. Also included are non-personnel costs such as marketing activities (trade shows and events, conferences and digital advertising), professional fees, rent and customer support.

General and Administrative Expenses. General and administrative expenses consist primarily of personnel and related expenses for our executive, legal, human resources, finance and IT functions, including salaries, bonuses, benefits, payroll taxes, travel and stock-based compensation. Additional expenses included in this category are non-personnel costs such as legal fees, rent, professional fees, audit fees, bad debt expense and insurance costs. We expect our general and administrative expenses to increase at least through 2024, due to professional services costs related to the Investigation, the SEC Investigation, the Restatement and remediation activities.

Depreciation and Amortization Expenses. Depreciation and amortization expenses consist primarily of depreciation expenses related to investments in property and equipment and internally-developed capitalized software.52

Other Income (Expense), Net

Other income (expense), net consists of interest expense associated with the significant financing component of our longer-term software contracts, interest expense associated with our previous debt financing arrangements, interest income on highly liquid short-term investments, gain or loss on extinguishment of debt and gain or loss on change in fair value of derivative liabilities, warrant liabilities and trading securities.

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~~Interest~~Depreciation ~~income~~and ~~(expense),~~Amortization ~~net~~Expenses. isDepreciation ~~summarized~~and asamortization ~~follows:~~expenses consist primarily of depreciation expenses related to investments in property and equipment and internally-developed capitalized software.

	Year ended December 31,
	2023		2022
Interest income	$	8,099	$	4,481
Interest expense	(5,790)		(7,442)
Interest income (expense), net	$	2,309	$	(2,961)

Other Income, Net

Other income, net consists of interest expense associated with the significant financing component of our longer-term software contracts, interest expense associated with our debt financing arrangements, interest income on highly liquid short-term investments, gain or loss on extinguishment of debt and gain or loss on change in fair value of derivative liabilities, warrant liabilities and trading securities.

Interest income, net is summarized as follows:


	Year ended December 31,
	2024		2023
Interest income	$	5,892	$	8,099
Interest expense	(4,476)		(5,790)
Interest income, net	$	1,416	$	2,309

Income Taxes

The provision for income taxes consists primarily of income taxes related to ~~state and~~ foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our deferred tax assets as we have concluded that it is more likely than not that the deferred assets will not be utilized.

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Results of Operations

The ~~tables~~following table and period-to-period comparisons of operating results ~~below~~ summarize our Consolidated Statements of Operations and Comprehensive Loss data and are not necessarily indicative of results for future periods.

Comparison of years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023

	Year ended December 31,
(in thousands, except share and per share data)	~~2023~~2024		~~2022~~2023		$ Change		% Change
Revenue
Hardware	$	1918,~~739~~286	$	2419,~~532~~739	$	(41,~~793~~453)	(197.54)	%
Software	1720,~~775~~255		1317,~~024~~775		42,~~751~~480		3614.50	%
Installation services	7,447		5,399		2,048		37.9	%
Professional services	18,089		7,447		10,642		142.9	%
Total revenue	4456,~~961~~630		4244,~~955~~961		211,~~006~~669		426.70	%
Cost of revenue(1)
Hardware	2415,~~074~~270		3924,~~533~~074		(158,~~459~~804)		(3936.16)	%
Software	2,~~023~~013		12,~~561~~023		~~462~~(10)		29(0.65)	%
Installation services	6,539		5,785		754		13.0	%
Professional services	14,353		6,539		7,814		119.5	%
Total cost of revenue	3231,636		4632,~~879~~636		(141,~~243~~000)		(303.41)	%
Operating expenses
Research and development	3317,~~787~~318		5433,~~933~~787		(2116,~~146~~469)		(3848.57)	%
Sales and marketing	1512,~~394~~568		4515,~~589~~394		(302,~~195~~826)		(6618.24)	%
General and administrative	6644,~~211~~471		5566,~~292~~211		10(21,~~919~~740)		19(32.78)	%
Depreciation and amortization	7,~~201~~202		57,~~504~~201		1~~,697~~		30N.8M.	%
Total operating expenses	122,593		161,318		(38,725)		(24.0)	%
Impairment of intangible assets, net	2,849		—		2,849		N.M.
Loss from operations	(110,268)		(165,242)		54,974		(33.3)	%
Total operating expenses	84,408		122,593		(38,185)		(31.1)	%
Other income (expense), net
Loss from operations	(59,414)		(110,268)		50,854		(46.1)	%
Change in fair value of warrant liability	230		9,558		(9,328)		(97.6)	%
Other income, net
Change in fair value of trading securities	—		(3,460)		3,460		(100.0)	%
Change in fair value of warrant liability	159		230		(71)		(30.9)	%
Interest income (expense), net	2,309		(2,961)		5,270		(178.0)	%
Interest income, net	1,416		2,309		(893)		(38.7)	%
Other income (expense), net	219		(142)		361		(254.2)	%
Other income, net	245		219		26		11.9	%
Total other income (expense), net	2,758		2,995		(237)		(7.9)	%
Total other income, net	1,820		2,758		(938)		(34.0)	%
Loss before income taxes	(~~107~~57,~~510~~594)		(~~162~~107,~~247~~510)		5449,~~737~~916		(3346.74)	%
Provision for income taxes	302		8930		(5928)		(6693.3)	%
Net loss	(~~107~~57,~~540~~596)		(~~162~~107,~~336~~540)		5449,~~796~~944		(3346.84)	%
Other comprehensive loss
Other comprehensive income (loss)
Unrealized loss on available-for-sale securities	1,515		(787)		2,302		(292.5)	%
Unrealized (loss) gain on available-for-sale securities	(35)		1,515		(1,550)		(102.3)	%
Foreign currency translation adjustment	~~(7)~~8		3(7)		~~(10)~~15		(~~333~~214.3)	%
Comprehensive loss	$	(~~106~~57,~~032~~623)	$	(~~163~~106,~~120~~032)	$	5748,~~088~~409	(3545.07)	%
Net loss per common share:
Basic and diluted net loss per common share	$	(0.6837)	$	(10.1372)	$	0.4535	(3948.86)	%
Weighted average shares outstanding:
Basic and diluted	~~159~~156,~~146~~652,~~081~~301		~~143~~149,~~615~~634,~~820~~375

(1)Exclusive of depreciation and amortization shown in operating expenses below.

N.M.: Not meaningful

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Revenue

Revenue increased by $211.07 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022,~~2023. The increase was driven by ~~increases~~a of $410.86 million increase in ~~software~~professional services revenue and a $2.05 million increase in ~~installation~~software ~~services~~ revenue, partially offset by a $41.85 million decrease in hardware revenue. The ~~decrease~~increase in ~~hardware~~professional services revenue was ~~primarily~~attributable ~~driven~~to by$8.3 ~~lower~~million ~~units~~in ~~delivered,~~revenue ~~including~~from ~~higher~~HelloTech ~~units~~and ~~returned,~~$2.4 ~~which~~million ~~negatively~~of ~~impacted~~revenue ~~net~~from ~~delivered units~~DPM, ~~partially~~both ~~offset~~of bywhich ~~higher~~were ~~average~~new ~~selling~~sources ~~prices~~of revenue in 2024. ~~Increased~~The increase in software revenue reflects the continued growth in subscriptions as a result of ~~the continued~~ increases in ~~cumulative~~ delivered hardware units. ~~Installation~~While ~~services~~hardware shipments increased in 2024 compared to 2023, hardware revenue ~~growth~~decreased ~~reflects~~due ~~continued~~to ~~expansion~~the impact of the ~~direct~~Restatement, ~~deployment~~which ~~program~~shifted a higher level of revenue from previous periods into 2023 compared to 2024.

Cost of Revenue

Cost of revenue decreased by $141.20 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023. The decrease was primarily a result of aan $158.58 million decrease in hardware ~~sales related~~ costs, partially offset by a $07.8 million increase in ~~cost~~professional ~~of installation~~ services ~~revenue and a $0~~costs.5 ~~million~~The ~~increase~~decrease in ~~software~~hardware ~~related~~costs ~~expenses,~~of ~~which~~$8.8 ~~reflects~~million ~~the~~was ~~increased~~driven ~~server~~by ~~costs~~(i) ~~associated~~a ~~with an expansion in licensed buildings~~$9.2 ~~The~~million decrease in ~~hardware~~expense ~~sales~~for ~~related~~excess ~~costs~~and ~~was~~obsolete ~~driven~~reserves byand (iii) a $90.54 million ofreduction ~~fewer~~in ~~units~~supply-chain ~~delivered~~expense, ~~net~~partially ofoffset ~~units~~by ~~returned,~~ (iiiii) ana $82.82 million ~~decrease~~reduction in inventory purchase commitments liability, ~~(iii)~~during ~~a $2~~2023.1 ~~million~~While ~~decrease~~hardware ~~due~~shipments increased in 2024 compared to a2023, ~~reduction~~hardware incost of revenue also decreased due to the ~~size~~impact of the ~~supply-chain~~Restatement, ~~team~~which ~~and~~shifted ~~(iv)~~ a ~~$0.3~~higher ~~million~~level ~~smaller~~of ~~adjustment~~cost infrom ~~the~~previous ~~cost~~periods ofinto ~~inventory~~2023 compared to ~~net realizable value~~2024. The ~~decrease~~increase in professional services costs was ~~offset~~attributable byto a(i) $5.74 million ~~increase~~from ofHelloTech, ~~expense~~(ii) ~~for~~$1.5 ~~excess~~million from DPM and ~~obsolete~~(iii) ~~reserves~~$1.0 million in higher direct deployments.

Research and Development Expenses

Research and development expenses decreased by $2116.15 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023. The decrease was primarily due to: (i) $1811.82 million decrease in personnel-related expenses, comprised of $115.98 million of decreased compensation expense primarily due to higher capitalization of development costs and $65.94 million of decreased stock-based compensation expense ~~due to the impact of the 2022 RIFs and the July 2023 RIF~~; (ii) $02.92 million decrease in ~~professional~~restructuring ~~fees~~costs; ~~related~~(iii) to$1.7 ~~outsourced~~million ~~brand~~decrease ~~and~~in ~~website~~software ~~refresh~~license ~~initiatives~~expense; (~~iii~~iv) $0.48 million decrease in ~~travel~~other research and development expenses and (ivv) $10.13 million decrease in ~~other~~rent ~~research~~ and ~~development~~lease ~~expenses~~expense. These decreases were partially offset by a $0.64 million increase in ~~restructuring~~professional ~~costs~~and consulting fees.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $~~30.~~2.8 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023. The decrease was primarily due to: (i) $191.3 million decrease in ~~personnel-related~~restructuring ~~expenses,~~costs; ~~comprised~~(ii) of $151.1 million ofdecrease ~~decreased~~in ~~compensation~~software ~~expense~~license ~~and $4.2 million of decreased stock-based compensation~~ expense ~~due to the impact of the 2022 RIFs and the July 2023 RIF~~; (iiiii) $30.68 million decrease in ~~paid~~professional ~~marketing~~and ~~expense~~consulting fees; (~~iii~~iv) $30.57 million decrease in ~~restructuring~~personnel-related ~~costs~~expenses ~~due~~and ~~to the magnitude of the 2022 RIFs as compared to the July 2023 RIF;~~ (ivv) $0.73 million decrease in ~~professional~~travel ~~and~~expense. ~~consulting~~These ~~fees;~~decreases were partially offset by: (vi) $1.01 million ~~decrease~~increase in ~~software~~marketing ~~license~~ expense ~~due~~related to ~~decreased~~HelloTech ~~headcount~~ and (viii) $10.13 million ~~decrease~~increase in ~~travel~~customer ~~expenses~~support expense.

General and Administrative Expenses

General and administrative expenses ~~increased~~decreased by $1021.97 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023. The ~~increase~~decrease was primarily due to: (i) a $713.3 million ~~increase~~decrease in ~~legal~~personnel-related ~~fees~~expenses, ~~including~~comprised aof ~~$4.9 million increase in settlement reserves;~~ (iia) ~~an increase of~~ $59.82 million in ~~professional~~expense ~~fees~~ related to the ~~Investigation~~HDW ~~and~~Acquisition ~~Restatement;~~incurred ~~(iii)~~in ~~$3.8~~2023 ~~million~~and inthe ~~higher~~repurchase ~~professional~~of ~~fees~~certain ~~related~~of toMr. ~~outsourced~~Siminoff’s ~~management;~~shares ~~and~~in 2024, (ivb) ~~an increase of~~ $2.73 million inreduction ~~audit~~of ~~fees.~~stock-based ~~These~~compensation ~~increases~~expense ~~were~~and ~~partially offset by a~~ (ic) $21.28 million ~~decrease~~of indecreased compensation expense; (ii) $09.40 million decrease in ~~stock-based~~professional ~~compensation~~and ~~expense,~~consulting fees comprised of (a) $7.2 million decrease in costs related to the ~~2022~~Investigation, ~~RIFs~~SEC Investigation and ~~the July 2023 RIF~~Restatement, ~~mostly~~(b) ~~offset by a~~ $62.83 million ~~increase~~decrease ~~related to stock-based compensation expense~~ in ~~connection~~litigation ~~with~~expenses ~~the~~and ~~HDW Acquisition;~~ (~~iii~~c) $21.27 million ~~decrease~~ in ~~insurance~~lower ~~expenses;~~fees related to outsourced management, partially offset by (ivd) $2.15 million ~~decrease~~increase in ~~bad~~audit ~~debt~~fees ~~expense~~in ~~related to software~~2024; and (viii) a $0.45 million decrease in ~~recruiting~~restructuring ~~expense~~costs. asThese adecreases ~~result~~were ofpartially ~~certain~~offset ~~key~~by ~~hires~~a ~~in 2022; (vi)~~ $10.34 million ~~decrease~~increase in ITinsurance ~~and~~related ~~software~~expense ~~licenses expenses~~ and ~~(vii)~~ $0.25 million ~~decrease~~increase in ~~impairment~~bad ofdebt ~~long-lived assets~~expense.

Depreciation and Amortization Expenses

Depreciation and amortization expenses ~~increased~~remained byflat at $1.7.2 million for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023. ~~The~~Amortization ~~increase~~expense ~~was~~increased ~~primarily~~by ~~due~~$0.5 tomillion ~~the~~in ~~increased~~2024 ~~amortization~~related ofto ~~capitalized~~intangible ~~internally-developed~~assets, ~~software.~~which

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~~Total~~was ~~Other~~offset ~~Income~~by: (~~Expense~~i), ~~Net~~$0.3 million decrease in property and equipment depreciation expense and (ii) $0.2 million decrease in internal use depreciation expense.

Total ~~other~~Other ~~income (expense)~~Income, net decreased by $0.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was primarily due to a smaller decrease in the price of our common stock during the year ended December 31, 2023 compared to the year ended December 31, 2022, which resulted in a $9.3 million unfavorable change in the fair value of the private placement warrants liability. The decrease was partially offset by (i) a $5.3 million increase in interest income related to higher interest rates; (ii) a $3.5 million favorable variance in the change in fair value of trading securities driven by the Company ceasing to own any trading securities as of December 31, 2022 and (iii) a $0.3 million favorable change in other miscellaneous income and expense. Net

Total other income, net decreased by $0.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to $1.9 million lower interest income related to lower cash and investments in 2024 and a $0.3 million increase in realized losses on the sale of marketable securities. These decreases were partially offset by a $1.3 million reduction in interest expense related to the significant financing component of long-term software contracts and a $0.4 million reduction in interest expense related to debt, as the Promissory Notes (defined below) were paid off in early 2024.

Liquidity and Capital Resources

We have incurred losses since our inception. Prior to the Closing of the Business Combination, our operations were financed primarily through net proceeds from the issuance of ~~our~~ redeemable convertible preferred stock and ~~Convertible~~convertible ~~Notes~~notes, as well as borrowings under our term loan. We received approximately $450.0 million in cash proceeds, net of fees and expenses funded in connection with the Closing, which included approximately $192.6 million from the sale of approximately 19.3 million newly-issued shares of common stock in connection with the Business Combination. ~~See~~To ~~Note~~date, 1.the ~~Description~~Company’s principal sources of liquidity have been the net proceeds received as a result of the Business, inCombination ~~Part~~and ~~II,~~payments ~~Item~~received 8.from ~~“Financial~~our ~~Statements~~customers.”

As of ~~December 31~~September 30, ~~2023~~2025 and December 31, 2024, the Company’s unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $~~179~~44.51 million and $75.54 million, respectively. The Company’s available-for-sale securities investment portfolio is primarily invested in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

~~Prior~~As ~~to December 31, 2023, the Company (i) received $19.3 million~~ of ~~proceeds~~September ~~from the sale of a maturing available-for-sale security and (ii) reinvested the proceeds by purchasing an equal amount of new securities prior to such date. The Company uses trade-date accounting and~~30, as2025 ~~such, the new securities position of $19.3 million is included in the balance of available-for-sale securities of $84.9 million on the Company’s Consolidated Balance Sheets as of December 31, 2023,~~ and ~~a liability of $19.3 million presented as investment purchases payable is included in accrued expenses on the Company’s Consolidated Balance Sheets as of~~ December 31, ~~2023. The funds were deducted from the Company’s account in early January~~ 2024~~. Accordingly~~, the ~~sum of the~~ Company’s ~~cash~~also ~~and~~had ~~cash~~approximately ~~equivalents as of December 31, 2023 is~~ $1929.32 million ~~higher than it would have been had the funds been deducted from the Company’s account prior to year end. See Note 2. Summary of Significant Accounting Policies - Cash~~ and ~~Cash Equivalents, and Note 9~~$30.5 ~~Accrued~~million ~~Expenses,~~ in ~~Part~~net IIinventory, ~~Item 8~~respectively. ~~“Financial Statements.”~~

~~Historically~~Prior to December 31, ~~our~~2023, ~~short-term~~the ~~liquidity~~Company ~~needs~~(i) ~~have~~received ~~primarily~~$19.3 ~~included~~million ~~working~~of ~~capital~~proceeds ~~for~~from ~~salaries,~~the ~~including~~sale ~~sales~~of ~~and~~a ~~marketing~~maturing ~~and~~available-for-sale ~~research~~security and ~~development,~~(ii) asreinvested ~~well~~the asproceeds ~~component~~by ~~inventory~~purchasing ~~purchases~~an ~~from~~equal ~~our~~amount ~~contract~~of ~~manufacturers~~new securities prior to such date. ToThe ~~better~~Company ~~align~~uses ~~staffing~~trade-date accounting and, ~~expense~~as ~~levels~~such, ~~with~~the ~~sales~~new ~~volumes~~securities ~~and~~position of $19.3 million is included in the ~~macroeconomic~~balance ~~environment~~of ~~and~~available-for-sale ~~create~~securities ~~operating~~on ~~efficiencies~~the accompanying Consolidated Balance Sheet as of December 31, we2023, ~~incurred~~and a liability of $819.6 3 million presented as investment purchases payable is included in ~~restructuring~~accrued ~~costs~~expenses ~~during~~on the ~~year~~accompanying ~~ended~~Consolidated Balance Sheet as of December 31, ~~2022~~2023. ~~resulting~~The funds were deducted from the ~~2022~~Company’s ~~RIFs~~account ~~(excluding~~in early January 2024. Accordingly, the ~~impact~~sum of ~~stock-based~~the ~~compensation).~~Company’s Incash ~~2023,~~and wecash ~~conducted~~equivalents ~~the~~as ~~July~~of December 31, 2023 ~~RIF~~was in$19.3 ~~order~~million tohigher ~~further~~than ~~streamline~~it ~~our~~would ~~business~~have ~~operations,~~been ~~reduce~~had ~~costs~~the ~~and~~funds ~~complexities~~been indeducted from the ~~business~~Company’s ~~and~~account ~~create~~prior ~~additional~~to ~~operating~~year ~~efficiencies~~end. InSee ~~connection~~Note ~~with~~2. ~~the~~Summary ~~July~~of ~~2023~~Significant ~~RIF~~Accounting Policies - Cash and Cash Equivalents, weand ~~incurred~~Note $511.8 ~~million~~Accrued Expenses, in ~~restructuring~~Part ~~costs~~II, ~~(excluding~~Item ~~the~~8. ~~impact~~“Financial ~~of stock-based compensation)~~Statements.”

~~Beginning~~Our inshort-term ~~the~~liquidity ~~second~~needs ~~quarter of 2022 and continuing through 2025, we~~ have ~~incurred, and may continue to incur, significant professional fees,~~ primarily ~~consisting~~included ofworking ~~legal,~~capital ~~forensic~~for ~~accounting~~salaries, ~~management~~including ~~consulting~~sales and ~~related~~marketing ~~advisory~~and ~~services~~research ~~as a result of the Investigation~~ and ~~the SEC Investigation~~development, as well as ~~accounting~~component ~~related~~inventory ~~consulting~~purchases ~~services,~~from ~~independent~~our ~~registered~~contract ~~accounting~~manufacturers. ~~firm~~To ~~fees~~better ~~and~~align ~~advisory~~staffing ~~services related to the Restatement~~ and ~~Financial~~expense ~~Statement~~levels ~~Review. Additionally, we have incurred significant costs in connection~~ with ~~various~~sales ~~pending~~volumes ~~litigation.~~and ~~See~~the ~~Note~~macroeconomic ~~12.~~environment ~~Commitments~~ and ~~Contingencies,~~create inoperating ~~Part II~~efficiencies, ~~Item~~we 8.conducted ~~“Financial~~the ~~Statements.”~~July ~~Such~~2023 ~~litigation~~RIF ~~involves~~in ~~significant~~order ~~defense~~to ~~and~~streamline ~~other~~our ~~costs~~business ~~and~~operations, ifreduce ~~decided~~costs ~~adversely~~and tocomplexities usin orthe ~~settled,~~business ~~has~~and ~~resulted~~create oradditional ~~could~~operating ~~result in significant monetary damages or expenditures~~efficiencies. ~~Although~~In weconnection ~~maintain insurance coverage in amounts and~~ with ~~deductibles~~the ~~that~~July we2023 ~~believe are appropriate for our operations~~RIF, ~~our~~we ~~insurance~~incurred ~~coverage~~$5.8 ~~does~~million ~~not~~in ~~cover~~restructuring ~~all~~costs ~~claims~~(excluding ~~that~~the ~~have~~impact ~~been~~of orstock-based ~~may be brought against us~~compensation).

InBeginning ~~connection~~in ~~with~~the second quarter of 2022 and continuing through the ~~HDW~~date ~~Acquisition~~of this Form 10-K, inwe ~~July~~have ~~2023~~incurred, ~~the~~and ~~Company~~may ~~issued~~continue to ~~HDW’s~~incur, ~~stockholders~~significant asprofessional ~~merger~~fees, ~~consideration~~primarily ~~$22.0~~consisting ~~million~~of ~~aggregate~~legal, ~~principal~~forensic ~~amount~~accounting, management consulting and related advisory services as a result of ~~unsecured~~the ~~Promissory~~Investigation ~~Notes~~and the SEC Investigation, as well as accounting related consulting services, independent registered accounting firm fees and advisory services related to the Restatement and Financial Statement Review. ~~The~~Additionally, ~~Promissory~~we ~~Notes~~have ~~accrued~~incurred ~~paid-~~significant costs in~~-kind~~ ~~interest~~connection atwith athe ~~rate~~Stockholder ofLawsuits. ~~10%~~See ~~per~~Note ~~annum~~14. Commitments and ~~were~~Contingencies, ~~scheduled~~in toPart ~~mature~~II, onItem ~~July~~8. 3“Financial Statements.” Such litigation involves significant defense and other costs and, ~~2025~~if decided adversely to us or settled, ~~unless~~has ~~earlier~~resulted ~~accelerated~~or could result in ~~connection~~significant monetary damages or

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~~with~~expenditures. anAlthough ~~event~~we ofmaintain ~~default~~insurance ~~(including~~coverage ~~certain~~in ~~events~~amounts ofand ~~delisting~~with ~~from~~deductibles ~~Nasdaq)~~that orwe ~~change~~believe ofare ~~control~~appropriate offor ~~the~~our ~~Company. On April 26~~operations, ~~2024,~~our ~~the~~insurance ~~Company~~coverage ~~repaid~~does ~~the~~not ~~Promissory~~cover ~~Notes~~all inclaims ~~full~~that ~~without~~have ~~penalty.~~been ~~The~~or ~~Company~~may ~~paid~~be anbrought ~~aggregate~~against ~~of $23~~us.~~9 million in principal and accrued interest to the holders of the Promissory Notes.~~

WeIn ~~contract~~connection with ~~third~~the ~~parties~~HDW toAcquisition, ~~manufacture~~in ~~our~~July ~~products.~~2023 ~~During~~ the ~~normal~~Company ~~course~~issued ofto ~~business,~~HDW’s westockholders ~~and~~as ~~our~~merger ~~contract~~consideration ~~manufacturers~~$22.0 ~~procure~~million ~~components~~aggregate ~~based~~principal ~~upon~~amount aof ~~demand~~unsecured ~~plan.~~promissory ~~During~~notes (the ~~year~~“Promissory ~~ended~~Notes”). ~~December~~The ~~31,~~Promissory ~~2022,~~Notes weaccrued ~~materially~~paid-in-kind ~~reduced~~interest ~~our~~at ~~original~~a ~~demand~~rate ~~plan~~of ~~and~~10% ~~started~~per ~~engaging~~annum inand ~~discussions~~were ~~with~~scheduled ~~our contract manufacturers regarding our obligation~~ to ~~purchase~~mature ~~the inventory based~~ on ~~our~~July ~~original~~3, ~~demand plan. In 2022~~2025, weunless ~~purchased~~earlier ~~and~~accelerated ~~received~~in ~~excess~~connection ~~inventory~~with ~~for~~an ~~certain~~event ~~products~~of ~~based~~default on(including ~~our~~certain ~~original~~events ~~demand~~of ~~plan.~~delisting ~~Additionally,~~from asNasdaq) aor ~~result~~change of ~~these~~control ~~discussions,~~of wethe ~~agreed to prepay certain contract manufacturers approximately $12~~Company.3 ~~million~~On ~~for~~April ~~material and component obligations. As of December 31~~26, ~~2023~~2024, wethe ~~had~~Company ~~prepaid~~repaid ~~approximately~~the ~~$11.7~~Promissory ~~million~~Notes ofin ~~such~~full ~~obligations,~~without ~~resulting~~penalty. inThe aCompany ~~net~~paid ~~purchase~~an ~~obligation~~aggregate of $023.69 million. Wein ~~may~~principal ~~not~~and beaccrued ~~able~~interest to ~~utilize~~the ~~such~~holders ~~prepayments~~of ~~and inventory in~~ the ~~foreseeable~~Promissory ~~future~~Notes.

We contract with third parties to manufacture our products. During the normal course of business, we and our contract manufacturers procure components based upon a demand plan. During the year ended December 31, 2022, we materially reduced our original demand plan and started engaging in discussions with our contract manufacturers regarding our obligation to purchase the inventory based on our original demand plan. As of December 31, 2024 and December 31, 2023, the Company had unfunded non-cancellable purchase commitments of zero and $0.6 million, respectively. See Note 11. Accrued Expenses.

Near-Term Liquidity Position

As ofmentioned ~~the~~above ~~date~~in Item 1A. Risk Factors, “The presence of ~~this~~various ~~Form~~risks ~~10-K~~and ~~(the~~uncertainties ~~“Filing~~associated ~~Date”),~~with the ~~presence~~Company’s ofliquidity position may adversely affect its ability to sustain its operations,” the following risks and uncertainties associated with the Company’s liquidity position may adversely affect its ability to sustain its operations as of the Filing Date:

•The continued incurrence of significant expenses related to legal and other professional services in connection with the SEC Investigation and the possibility that the SEC may levy civil penalties or fines against the Company;

•Potential expenditures associated with defending, negotiating or resolving the service provider demand described in Note 1214. Commitments and Contingencies, in Part II, Item 8. “Financial Statements;”

•Unexpected expenditures related to the Stockholder Lawsuits ~~in the event the agreed-to settlements are not approved by the respective courts, or otherwise~~;

•The incurrence of significant expenses related to other legal or regulatory proceedings, whether actual or threatened;

•The failure of the Company to achieve its revenue expectations, including as a result of:

◦Pricing compression for the Company’s ~~SaaS~~ products;

◦Market adoption of the DOOR application;

◦The success of the HelloTech business;

◦The impact of elevated interest rates on the Company’s potential customers, who may eliminate or delay expenditures for the products or services the Company offers; and

◦Market perception of the Company and its offerings;

•Costs of revenue and operating expenses exceeding the Company’s expectations;

•The Company’s failure to maintain the liquidity ratio required by the Loan Agreement with Customers Bank;

•The Company’s inability to fully leverage its prepaid inventory; or

•The catastrophic loss of inventory due to theft, natural disaster or otherwise.

In response to the risks and uncertainties described above, the Company may attempt to secure additional outside capital. However, the Company has not sought any commitments of additional outside capital and can provide no assurance it will be able to secure any outside capital in the future at all, or on terms that are acceptable to the Company. Additionally, the Company’s securities are currently traded on the OTC Expert Market. Because of applicable restrictions, there is a minimal public market for the Company’s securities, and the Company’s ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets. The Company also plans to continue to closely monitor its cash flow forecast and, if necessary, may implement certain incremental cost savings measures to preserve its liquidity ~~beyond the 2022 RIFs and the July 2023 RIF~~. See Note 2021. Restructuring, in Part II, Item 8. “Financial Statements.”

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Other significant factors that affect our overall management of liquidity include certain actions controlled by management such as capital expenditures and acquisitions. See Note 1012. Leases, Note 1113. Debt, and Note 1214. Commitments and Contingencies, in Part II, Item 8. “Financial Statements.”

Commitments and Contractual Obligations

We are obligated to make payments as part of certain contracts that we have entered into during the normal course of business. Following the Property Management Acquisitions, in February 2024 we entered into a three-year advisory agreement with a partner pursuant to which the partner provides DPM with certain management and advisory services related to DPM’s property management business. Pursuant to such agreement, we are required to pay the partner $0.5 million annually. As of December 31, 2024, the Company had a remaining obligation of $1.1 million under the advisory agreement.

Indebtedness

Revolving Credit Facility

On July 1, 2021, the Company ~~executed~~entered into a ~~new~~ revolving credit facility ~~replacing the matured facility described in Note 11. Debt~~, ~~in Part II, Item 8. “Financial Statements.” The revolving credit facility,~~ which was subsequently amended in May 2022, ~~had~~with a credit limit of $6.0 million with no stated maturity date. Installment plan agreements were executed for each financing request, which included the interest rate. The revolving credit facility had no financial or other covenants. As of December 31, 2023, no amount was outstanding under the revolving credit facility, which the Company cancelled in January 2023.

Promissory Notes

As discussed above, in July 2023 in connection with the HDW Acquisition, the Company issued to HDW’s stockholders as merger consideration $22.0 million aggregate principal amount of Promissory Notes. The Promissory Notes accrued paid-in-kind interest at a rate of 10% per annum and were scheduled to mature on July 3, 2025, unless earlier accelerated in connection with an event of default (including certain events of delisting from Nasdaq) or change of control of the Company. As of December 31, 2023, the Company concluded that it was virtually certain the Promissory Notes would become payable within the upcoming 12 months due to the Company’s then-anticipated delisting from Nasdaq, which was an event of default with respect to the Promissory Notes. Consequently, the Company reclassified the debt obligation as current as of December 31, 2023, despite the event of default not yet occurring. On April 26, 2024, the Company repaid the Promissory Notes in full without penalty. The Company paid an aggregate of $23.9 million in principal and accrued interest to the holders of the Promissory Notes.

Term Loan with Customers Bank

~~Following~~On July 15, 2024, following the closing of the HelloTech Merger, ~~on July 15, 2024,~~ Latch Systems and HelloTech, as the Borrowers, entered into the Loan Agreement with Customers Bank. Pursuant to the Loan Agreement, Customers Bank issued the Borrowers the New Loan, a term loan in the principal amount of $6.0 million. Because the New Loan replaced the Prior Loan, the Loan Agreement did not result in the Borrowers receiving any additional loan proceeds. Interest is payable on the New Loan at a rate equal to the greater of (a) the prime rate published in The Wall Street Journal or (b) 6.0%, and the Maturity Date is July 15, 2029.

~~Pursuant~~The toBorrowers ~~the~~were ~~Loan~~only ~~Agreement,~~required ~~Customers~~to ~~Bank~~pay ~~issued~~interest ~~the~~on ~~Borrowers~~ the New Loan, amonthly ~~term~~until ~~loan~~January in15, ~~the principal amount of $6~~2025.0 ~~million.~~Thereafter, ~~The Loan Agreement did not result in~~ the Borrowers ~~receiving~~are ~~any~~required ~~additional~~to ~~loan~~pay ~~proceeds. Interest is payable on the New Loan at a rate~~ equal tomonthly ~~the~~installments ~~greater~~ of ~~(a)~~principal ~~the~~plus ~~prime~~accrued ~~rate~~interest ~~published~~until inthe ~~The~~Maturity ~~Wall~~Date. ~~Street~~There ~~Journal~~is orno ~~(b)~~penalty ~~6.0%,~~for ~~and~~prepayment of the ~~Maturity~~New ~~Date is July 15, 2029~~Loan.

~~The~~Pursuant to the Loan Agreement, the Borrowers ~~were~~have granted Customers Bank security interests in substantially all of the Borrowers’ assets, other than intellectual property. HelloTech is required to ~~pay~~maintain ~~interest~~an onoperating ~~the~~account ~~New~~with ~~Loan~~Customers ~~monthly~~Bank ~~until~~with ~~January~~a ~~15,~~sufficient ~~2025~~balance to support monthly payments. ~~Thereafter~~Additionally, the Borrowers are collectively required to ~~pay~~maintain ~~equal~~a liquidity ratio of at least 4.00, tested monthly, ~~installments~~which is calculated as the quotient of ~~principal~~unrestricted ~~plus~~cash ~~accrued~~and ~~interest~~cash ~~until~~equivalents of the ~~Maturity~~Company ~~Date.~~and ~~There~~its issubsidiaries no(subject ~~penalty~~to ~~for~~certain ~~prepayment~~limitations with respect to cash of ~~the~~foreign ~~New~~subsidiaries), ~~Loan~~divided by all outstanding indebtedness owed to Customers Bank.

The Loan Agreement contains various covenants that, among other things, limit the Borrowers’ ability to:

• engage in certain asset dispositions;

• permit a change in control;

• merge or consolidate;

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• incur indebtedness or grant liens on its assets;

• declare or pay dividends, distributions or redemptions;

• make loans or investments; and

• engage in certain transactions with affiliates.

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If an event of default exists under the Loan Agreement, Customers Bank will be able to accelerate the maturity of the New Loan and exercise other rights and remedies. Events of default include, but are not limited to, the following events:

• failure to pay any principal or interest within three business days of the due date;

• failure to perform or otherwise comply with the covenants and obligations in the Loan Agreement, subject, in certain instances, to certain grace periods;

• bankruptcy or insolvency events involving the Borrowers; or

• the rendering of judgments against a Borrower that remain undischarged, unvacated, unbonded, unsatisfied or unstayed for a certain period.

As of December 31, 2024, the Company was in compliance with the covenants under the Loan Agreement.

Cash Flows

The following table sets forth a summary of our cash flows for the years ended December 31, ~~2023,~~2024 ~~2022~~ and ~~2021~~2023 (in thousands):

	Year ended December 31,
	2023		2022
	2024		2023
Net cash used in operating activities	$	(6575,~~586~~406)	$	(~~135~~65,~~239~~586)
Net cash provided by investing activities	5072,~~479~~886		~~126~~50,~~356~~479
Net cash used in financing activities	—(22,000)		~~(6,039)~~—
Effect of exchange rates on cash	~~(46)~~48		(3246)
Net change in cash and cash equivalents	$	(1524,~~153~~472)	$	(1415,~~954~~153)

~~Cash~~Operating ~~flows~~Activities. ~~for~~Net ~~the~~cash ~~year~~used ~~ended~~in ~~December 31,~~operating ~~2023~~activities increased by $9.8 million in 2024 compared to ~~December 31~~2023. The increase resulted from (i) a decrease in accrued expenses of $49.4 million primarily due to the $19.3 million accrual of an investment security in 2023, ~~2022~~which was subsequently settled in 2024, resulting in an equal reduction of accrued expenses in 2024, (ii) an increase in net inventories of $20.1 million, (iii) a decrease in deferred revenue of $4.4 million, (iv) an increase in accounts receivable of $4.3 million and (v) a $4.2 million decrease of other current and non-current liabilities. These uses of cash were partially offset by (i) a decrease in net loss of $35.3 million after adjusting for non-cash items, (ii) a decrease in prepaid expense and other current assets of $27.3 million, (iii) a $6.0 million increase in accounts payable and (iv) a decrease in other non-current assets of $3.8 million.

~~Operating~~Investing Activities. Net cash ~~used~~provided inby ~~operating~~investing activities inincreased ~~2023 decreased~~ by $6922.74 million in 2024 compared to ~~2022.~~2023 ~~This~~due ~~resulted~~to ~~primarily~~(i) ~~from~~ a ~~decrease in net loss of~~ $54106.89 million, a decrease in ~~inventories,~~purchases ~~net~~ of ~~$36.3~~available-for-sale ~~million~~securities, aoffset ~~net~~by ~~increase~~(i) ~~in accrued expenses and accounts payable of $25.4 million,~~ a ~~reduction~~decrease in the ~~change~~proceeds infrom ~~the~~sales ~~fair~~and ~~value~~maturities of ~~warrant~~available-for-sale ~~liability and trading~~ securities of $570.94 million, ~~and~~(ii) ana ~~increase~~decrease ~~in depreciation and amortization~~ of $19.70 million. ~~These~~in ~~sources of~~ cash ~~were~~acquired ~~partially~~through ~~offset~~business byacquisitions, an(iii) ~~increase~~a ~~in prepaid expense and other current assets of~~ $194.76 million, aincrease ~~decrease~~ in ~~deferred~~capitalization ~~revenue~~ of ~~$13.8~~internally-developed ~~million,~~software acosts ~~decrease~~and in(iv) ~~stock-based~~an ~~compensation~~increase ~~expense~~ of $120.14 million, ~~a decrease~~ in ~~non-cash~~purchases ~~interest expense~~ of ~~$4.8~~property ~~million,~~ and ~~a decrease in the provision for doubtful accounts of $2~~equipment.~~2 million.~~

~~Investing~~Financing Activities. ~~Net~~For ~~cash~~the ~~provided~~year byended ~~investing~~December 31, ~~activities in 2023 decreased by $75.9 million compared to 2022~~2024, ~~primarily~~net ~~due~~cash toused ~~an increase~~ in ~~purchases~~financing ofactivities ~~available-for-sale~~primarily ~~securities~~consisted of ~~$47.0 million and a decrease in~~ the ~~proceeds from sales and maturities of available-for-sale securities of~~ $4222.40 million. ~~These~~repayment ~~uses~~ of ~~cash~~the ~~were~~Promissory ~~partially offset by $8~~Notes.1 ~~million~~The ~~cash~~Company ~~received,~~did ~~net~~not ofconduct ~~cash~~any ~~paid,~~financing inactivities ~~connection~~during ~~with~~ the ~~HDW~~year ~~Acquisition~~ended December 31, $32023.~~3 million in lower capitalization of internally developed software costs and a decrease of $1.9 million in purchases of property and equipment.~~

Financing Activities. The Company did not conduct any financing activities in the year ended December 31, 2023. In the year ended December 31, 2022, net cash used in financing activities primarily consisted of (i) the net repayment of $3.4 million of our revolving credit facility and (ii) payments of $3.4 million for tax withholding on net settlement of equity awards. These uses of cash were partially offset by $0.7 million in proceeds from the issuance of common stock.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, ~~2023~~2024 or ~~2022~~2023 that had, or were reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors.

~~Critical Accounting Estimates~~59

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~~estimates~~Critical ~~about~~Accounting matters that are inherently uncertain. It is reasonably likely that changes in these estimates could occur from period to period and result in a material impact on our consolidated financial statements. A summary of each of these critical accounting estimates follows. Estimates

Our consolidated financial statements, which include estimates, have been prepared in accordance with GAAP. Our critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated financial condition or results of operations. In making these determinations, management makes subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. It is reasonably likely that changes in these estimates could occur from period to period and result in a material impact on our consolidated financial statements. A summary of each of these critical accounting estimates follows.

Stock-Based Compensation

We record stock-based compensation expense related to stock options based upon the award’s grant date fair value. We estimate the fair value of stock options using the Black-Scholes-Merton or Monte Carlo option-pricing model, ~~which~~depending ~~requires~~on usthe toterms ~~estimate~~of the ~~risk-free interest rate, expected term, expected stock price volatility and dividend yield~~award. ~~The~~Both ~~risk~~option-~~free~~pricing ~~interest~~models ~~rate~~require ~~assumption~~estimates isof ~~based~~highly ~~upon~~subjective ~~observed~~assumptions, ~~interest~~which ~~rates~~affect ~~for constant maturity U.S. Treasury securities consistent with~~ the ~~expected~~fair ~~term~~value of ~~our~~each stock ~~options~~option.

The ~~expected~~risk-free ~~term~~interest ofrate ~~stock~~assumption ~~options~~is ~~represents the period of time the stock options are expected to be outstanding~~ based onupon ~~the~~observed ~~“simplified~~interest ~~method.”~~rates ~~Under~~for ~~the~~constant ~~“simplified~~maturity ~~method,” the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term~~U.S. WeTreasury ~~use~~securities ~~the~~consistent ~~“simplified~~with ~~method” due to~~ the ~~lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the~~ expected term of ~~the~~our stock options.

When using the Black-Scholes options pricing model, the expected term of stock options represents the period of time the stock options are expected to be outstanding based on the “simplified method.” Under the “simplified method,” the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options.

Since we have minimal trading history of our common stock, the expected stock price volatility was derived from the average historical stock volatility of several unrelated public companies within our industry that we consider to be comparable to our business over a period equivalent to the expected term of the awards.

The assumptions used in calculating the fair values of stock option grants represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. If material changes in these assumptions occur, they could have a material impact on our stock-based compensation expense.

Inventory Valuation

We regularly monitor inventory quantities on hand and in transit and reserve for excess and obsolete inventories using estimates based on historical and projected sales trends, specific categories of inventory and age of inventory. If actual conditions or product demands are less favorable than our assumptions, additional inventory reserves may be required.

Both the one year and three year sales forecasts were lower as of December 31, 2023 than at December 31, 2022. The total excess and obsolete inventory reserve increased by $9.1 million as of December 31, 2023, $6.9 million of which was due to these lower forecasts and $2.2 million of which represents inventory the Company had determined had become obsolete during the period.

We also review our inventory to ensure that its carrying value does not exceed its net realizable value (“NRV”), with NRV based on the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal and transportation. Each of these estimates requires management to make subjective and complex judgments. When our expectations indicate that the carrying value of inventory exceeds its NRV, we estimate the amount by which carrying value exceeds NRV and record additional cost of revenue for the difference. Should our estimates used in these calculations, such as sales forecasts, estimated selling prices or disposal costs, change, additional write-downs may occur.

Goodwill ~~and Intangible Asset Impairments~~

~~The~~Goodwill ~~HDW~~represents ~~Acquisition~~the ~~resulted~~excess inof ~~our~~purchase ~~recording~~consideration ofover ~~intangible~~the ~~assets,~~fair ~~which~~value ~~primarily~~of ~~consist~~identifiable ofnet ~~developed~~assets ~~technologies,~~acquired ~~trade~~in ~~names~~a ~~and~~business ~~goodwill~~combination. ~~Key~~We ~~assumptions~~evaluate ~~used~~goodwill inand ~~the~~indefinite-lived ~~valuation of these~~ intangible assets ~~include~~for ~~revenue~~impairment ~~growth rates~~annually, ~~expectations~~as of ~~profitability~~December ~~and~~31 ~~discount~~of ~~rates.~~each Weyear, ~~allocated~~or ~~the~~more ~~fair~~frequently ~~value~~whenever ofevents ~~purchase~~or ~~consideration~~circumstances tomake ~~the~~it ~~assets~~more ~~acquired~~likely ~~and~~than ~~liabilities~~not ~~assumed~~that ~~based~~an onimpairment ~~their~~may ~~fair~~have ~~values at the acquisition date~~occurred. ~~The~~These ~~excess~~events ofor ~~the~~circumstances ~~fair~~could ~~value~~include ofa ~~consideration~~significant ~~transferred~~change ~~over~~in ~~the~~general ~~fair~~economic ~~value~~conditions, ofdeterioration ~~the~~in ~~net~~industry ~~assets~~environment, ~~acquired~~changes isin ~~recorded~~cost asfactors, ~~goodwill.~~declining ~~Goodwill~~operating isperformance ~~generally~~indicators, ~~attributable~~legal tofactors, ~~the~~competition, ~~value~~customer ofengagement, ~~the~~changes ~~synergies~~in ~~between~~ the ~~combined~~carrying ~~companies~~amount ~~and the value~~ of ~~the~~net ~~acquired assembled workforce~~assets, ~~neither~~sale ofor ~~which~~disposition ~~qualifies for recognition as an intangible asset. At December 31, 2023, we recorded $25.3 million~~ of ~~goodwill~~a ~~and~~significant ~~$4.8~~portion ~~million~~ of ~~other~~a ~~intangible~~reporting ~~assets on the Consolidated Balance Sheets.~~

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Weunit ~~test goodwill and indefinite-lived intangible assets for impairment annually, as of December 31 of each year,~~ or ~~more~~a ~~frequently~~sustained ifdecrease ~~indicators~~in ~~arise~~stock price. ~~The~~Operating ~~Company operates~~ as a single reporting unit, ~~and,~~the ~~therefore,~~Company’s entire goodwill balance is ~~assessed~~subject ~~for~~to ~~impairment at~~ this ~~level~~assessment.

Management evaluates whether events or circumstances have occurred that may affect the estimated useful life or the recoverability of the remaining balance of goodwill and other identifiable intangible assets. If the events or circumstances indicate that the remaining balance may be impaired, the ~~potential~~ impairment ~~will~~is be measured based upon the difference between the carrying amount ~~of the intangible asset or goodwill~~ and the fair value of ~~such~~the goodwill or intangible asset.

~~Determining~~According to ASC 350, Intangibles – Goodwill and Other (“ASC 350”), the ~~Fair~~fair ~~Value~~value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Quoted market prices in active markets are typically the best evidence of fair value and shall be used as the basis for the measurement, if available. The Company and a third-party valuation specialist collectively concluded the income valuation approach (discounted cash flow method) was the appropriate methodology.

~~Per~~To determine the reporting unit’s fair value per ASC ~~350~~820, ~~Intangibles~~Fair –Value ~~Goodwill~~Measurement ~~and~~(“ASC ~~Other~~820”), the ~~fair~~valuation ~~value~~specialist ofconsidered aboth ~~reporting~~entity-specific ~~unit~~information ~~refers~~and toobservable market information under the ~~price~~fair ~~that~~value ~~would~~hierarchy bein ~~received~~ASC 820, and changes in, or additions to, ~~sell~~available ~~the~~information ~~unit~~may asaffect athe ~~whole~~assumptions we use in anestimating ~~orderly~~fair ~~transaction~~value. ~~between~~The ~~market~~analysis ~~participants~~relied aton ~~the~~significant ~~measurement~~assumptions, ~~date.~~including: ~~Quoted~~expected ~~market~~future ~~prices~~revenue ingrowth ~~active~~rates, ~~markets~~profit ~~are~~margins, ~~typically~~discount ~~the~~rate, ~~best~~terminal ~~evidence~~growth rate and the selection of ~~fair~~guideline ~~value~~public ~~and~~companies. ~~shall~~The beanalysis ~~used~~was asperformed ~~the~~leveraging ~~basis~~inputs ~~for~~that ~~the~~were ~~measurement,~~both ifknown ~~available~~and knowable as of such date.

WeAt ~~utilize~~December 31, ~~third-party~~2024 ~~valuation~~and ~~specialists~~December 31, to2023, ~~assist~~we ushad in$30.2 ~~the~~million ~~determination~~and $25.3 million of ~~the~~goodwill, ~~most~~respectively, ~~appropriate~~and ~~evaluation~~$2.6 ~~techniques~~million and ~~perform~~$4.8 ~~the~~million, ~~calculation~~ of ~~fair~~intangible ~~value~~assets, ofnet, respectively, on the ~~reporting~~accompanying ~~unit~~Consolidated inBalance ~~accordance~~Sheets. ~~with~~The ~~ASC~~HDW ~~820~~Acquisition, ~~Fair~~Property ~~Value~~Management ~~Measurement~~Acquisitions ~~(“ASC~~and ~~820”).~~HelloTech ~~The~~Merger ~~valuation~~resulted ~~methodologies~~in ~~applied~~the ~~consider~~recognition ~~both~~of ~~entity-specific~~intangible ~~and~~assets, ~~observable~~primarily ~~market~~consisting ~~information~~of ~~under~~developed ~~the~~technology, ~~fair~~customer ~~value~~relationships, ~~hierarchy~~trade innames ~~ASC~~and ~~820~~goodwill, ~~and~~on ~~changes~~the ~~in,~~accompanying orConsolidated ~~additions~~Balance ~~to,~~Sheets. ~~available~~The ~~information~~purchase ~~may~~price ~~affect~~of ~~the~~each ~~assumptions~~transaction wewas ~~use~~allocated into ~~estimating~~the ~~fair~~assets ~~value.~~acquired ~~Our~~and ~~analysis~~liabilities ~~was~~assumed based ~~upon~~on ~~both~~their ~~the~~estimated ~~income~~fair ~~approach~~values ~~and~~as of the ~~market~~respective ~~approach,~~acquisition ~~equally weighted~~dates. ~~These~~Significant ~~approaches~~assumptions ~~required~~used ~~significant~~in ~~assumptions,~~valuing ~~including:~~the ~~expected~~identifiable ~~future~~intangible assets included projected revenue growth rates, ~~profit~~expected ~~margins,~~profitability and appropriate discount ~~rate,~~rates. ~~terminal~~The ~~growth~~excess ~~rate,~~of consideration transferred over the ~~selection~~fair value of ~~guideline~~the ~~public~~net ~~companies~~assets ~~and~~acquired ~~selected~~is ~~guideline~~recorded ~~public~~as ~~company~~goodwill. ~~revenue~~Goodwill ~~multiples.~~represents, Wein ~~performed~~part, the ~~analysis~~value ~~retrospectively~~of asexpected ofsynergies ~~December~~between ~~31,~~the ~~2023,~~combined ~~leveraging~~operations ~~inputs~~and ~~that~~the ~~were~~value ~~both~~of ~~known~~the ~~and~~acquired ~~knowable~~assembled asworkforce, neither of ~~such~~which ~~date~~qualifies for recognition as an intangible asset.

In2024 ~~conducting~~Goodwill our annual impairment test of goodwill as of December 31, 2023, we elected to perform a quantitative assessment without first considering qualitative factors. After adjusting for the Company’s cash and debt on the Consolidated Balance Sheets as of December 31, 2023, the Company determined its estimated fair value to be $204.0 million, which exceeded the carrying value of $169.1 million by $34.9 million, or 20.6%. Because the estimated fair value exceeded the carrying value, no impairment was recorded as of December 31, 2023.Analysis

WeThe Company performed aits ~~reconciliation~~annual impairment test of ~~our~~goodwill, ~~market~~foregoing ~~capitalization~~a toquantitative ~~our~~assessment ~~implied~~before ~~total~~considering ~~equity~~qualitative factors. The estimated fair value ~~and~~(“Equity ~~determined~~FV”) ~~that~~is calculated as the Company’s ~~market~~business ~~capitalization~~enterprise value (“BEV”), as ofdetermined ~~December~~using ~~31,~~an ~~2023~~income ~~was~~based ~~$118.1~~valuation ~~million~~methodology, ~~which~~plus is(i) ~~approximately~~cash ~~73%~~and marketable securities, less ~~than~~(ii) ~~the~~debt, ~~estimated~~plus ~~fair~~(iii) ~~value~~non-operating ofassets, ~~$204~~net.0 ~~million.~~To ~~The~~assess the validity of a company’s ~~attributes~~BEV, ~~this~~ASC ~~significant~~350 ~~difference~~recommends a reconciliation to ~~various~~market ~~factors~~capitalization value, ~~including~~net of net cash (“Market BEV”). However, the Company’s Market BEV is impacted by the low trading ~~volume,~~volumes ~~stock~~and price volatility of the Company’s common stock, ~~net~~which ~~cash~~was ~~position~~trading on the OTC Expert Market as of the ~~measurement~~valuation date, ~~and~~compounded by the lack of ~~information~~ available ~~to the~~ public information due to the Company’s non-current filing status. As a result, the Company’s Market BEV is negative. Therefore, the Company does not believe a reconciliation of Market BEV to BEV would provide meaningful information.

~~Sensitivity~~The ~~Analysis~~Company considered various other metrics to assess the validity of its BEV calculation and selected the Company’s cash position, net of debt (“Net Cash Position”), which the Company believes a market participant would view as an appropriate benchmarking metric.

~~The~~This fair value analysis requires significant assumptions, as noted above. WeThe ~~believe~~Company believes the assumptions and estimates made in the above-discussed impairment test are reasonable and appropriate. Different assumptions and estimates, however, could materially impact ~~our~~the ~~reported~~Company’s financial results, and accordingly, Equity FV. For instance, different assumptions regarding the Company’s anticipated performance could result in an impairment charge, which would decrease operating income and result in lower asset values on ~~our~~the accompanying Consolidated Balance ~~Sheet~~Sheets. We performed a sensitivity analysis on the impairment test described above by applying two separate adjustments while holding all other assumptions constant. First, we reduced the selected terminal growth rate in the discounted cash flow analysis from 3% to 2%. Second, we reduced the selected guideline public company multiples from 0.40x next fiscal year (“NFY”) revenue and 0.30x NFY+1 revenue to 0.30x and 0.20x, respectively. The sensitivity analysis, while not predictive in nature, indicated a fair value of $192.5 million, exceeding the carrying value by $23.4 million, or 14%, confirming no goodwill impairment as of December 31, 2023.

~~Potential~~As ~~Future~~of ~~Impairment~~December 31, ~~Risk~~2024, the Company determined its BEV was $68.5 million and its Equity FV was $135.7 million, which exceeded the carrying value of $111.2 million by $24.5 million, or 22.1%, indicating that no impairment was necessary as of December 31, 2024.

Our impairment analysis was performed retrospectively as of December 31, 2023, leveraging inputs that were both known and knowable as of such date. While we did not identify any impairment of our goodwill as of December 31, 2023, we continue to monitor Company performance, along with the risks related to our business and industry, to evaluate if the carrying value of the Company exceeds its estimated fair value. We expect that some or all of the goodwill on our consolidated balance sheet could be impaired during the year ended December 31, 2024 due to various factors, including lower revenue projections based on current business performance, a reduced cash position resulting from financing our ongoing operations and a decline in the trading price of our common stock during 2024. Because we have not completed the 61

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~~accounting~~To further assess the consistency of the Company’s BEV calculation with market participant expectations, orthe ~~finalized~~Company ~~our~~conducted an analysis of the financial ~~statements,~~projections ~~for~~used in the ~~year~~calculation ~~ended~~of ~~December~~BEV. ~~31,~~As ~~2024,~~part ~~including~~of this analysis, the ~~quarterly~~Company’s ~~periods~~projected ~~therein,~~annual werevenue ~~have~~growth ~~not~~was ~~yet~~significantly ~~determined~~reduced and profit margins were adjusted to reflect the ~~amount~~inter-quartile range of ~~any~~guideline ~~additional~~public ~~goodwill~~companies. onThis ~~our~~analysis ~~balance~~supported ~~sheet~~the asconclusion that Company-specific risks were appropriately addressed by the Company’s BEV calculation. The adjusted BEV produced by this analysis was in line with the above-referenced BEV of ~~December~~$68.5 31million, ~~2024~~further ~~related~~supporting tothe ~~any~~Company’s ~~other~~conclusions ~~business~~that ~~combinations,~~Equity ~~such~~FV asexceeded the ~~HelloTech~~carrying ~~Merger~~value of equity as of December 31, or2024 ~~any~~and ~~related~~that no impairment existed as of such date.

The results of the quantitative assessment indicated no impairment. Accordingly, the Company did not record any non-cash impairment of goodwill on the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

2023 Goodwill Analysis

In conducting our annual impairment test of goodwill as of December 31, 2023, the Company determined its Equity FV to be $204.0 million, which exceeded the carrying value of $169.1 million by $34.9 million, or 20.6%. Because the Equity FV exceeded the carrying value, no impairment was recorded as of December 31, 2023.

We performed a reconciliation of our market capitalization to our implied total equity value and determined that the Company’s market capitalization as of December 31, 2023 was $118.1 million, which is approximately 73% less than the Equity FV of $204.0 million. The Company attributes this significant difference to various factors, including low trading volume, stock price volatility, net cash position as of the measurement date and the lack of information available to the public due to the Company’s non-current filing status.

We performed a sensitivity analysis on the impairment test described above by applying two separate adjustments while holding all other assumptions constant. First, we reduced the selected terminal growth rate in the discounted cash flow analysis from 3% to 2%. Second, we reduced the selected guideline public company multiples from 0.40x next fiscal year (“NFY”) revenue and 0.30x NFY+1 revenue to 0.30x and 0.20x, respectively. The sensitivity analysis, while not predictive in nature, indicated a fair value of $192.5 million, exceeding the carrying value by $23.4 million, or 14%, confirming no goodwill impairment as of December 31, 2023.

Business Combinations

We account for business combinations using the acquisition method of accounting, in which the purchase price is allocated to the assets acquired and liabilities assumed and recorded at their estimated fair values at the date of acquisition. Management is required to make significant assumptions and estimates in determining the fair value of the assets acquired, particularly the intangible assets. Purchased intangible assets are primarily comprised of acquired trade names and customer relationships that are recorded at fair value at the date of acquisition. We utilize third-party valuation specialists to assist us in the determination of the fair value of the intangibles. The fair value of acquired trade names is determined using the relief-from-royalty method, which relies on the use of estimates and assumptions about projected revenue growth rates, royalty rates and discount rates. The fair value of customer relationships is determined using the multi-period excess earnings method, which relies on the use of estimates and assumptions about projected revenue growth rates, customer attrition rates, profit margins and discount rates. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Determining the useful lives of intangible assets also requires management to make various assumptions and is inherently uncertain. There is a measurement period of up to one year in which to finalize the fair value determinations, and preliminary fair value estimates may be revised if new information is obtained during this period.

Litigation

Latch is subject to various legal proceedings, investigations and claims. Latch routinely assesses the likelihood of any adverse judgments or outcomes of these matters, as well as ranges of probable losses. A determination of the amount of the accruals required, if any, for these contingencies is made after analysis of each known issue. The analysis, which involves the advice of counsel, includes consideration of various factors such as the amount and timing of any potential exposure, interpretations of applicable laws, regulations or contractual terms, the likelihood or status of proceedings, the merits of the arguments, negotiations or discussions with the applicable counterparties and results of similar fact patterns experienced by the Company or third parties. Accruals are subject to change based upon changes in the above factors. ~~The~~Certain of the accrued expenses on the accompanying Consolidated Balance ~~Sheets~~Sheet as of December 31, ~~2023~~2024 associated with the Stockholder Lawsuits are based ~~upon settlement amounts agreed to between the applicable parties that remain subject to court approval. However, in the event court approval does not occur, the expense amounts are subject to change.~~

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upon settlement amounts agreed to between the applicable parties that remain subject to court approval. However, in the event court approval does not occur, the expense amounts are subject to change.

Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, in Part II, Item 8. “Financial Statements” for information about recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 243)			65
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			67
Consolidated Balance Sheets as of December 31, 2023 and 2022			71
Consolidated Balance Sheets as of December 31, 2024 and 2023			68
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021			72
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023			69
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021			73
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023			70
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			74
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023			71
Notes to Consolidated Financial Statements			7672

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~To the~~ Stockholders and ~~the~~ Board of Directors ~~of Latch, Inc.~~

~~Opinion~~Latch, ~~on the Financial Statements~~Inc.

~~We have audited the accompanying consolidated balance sheets of Latch~~Olivette, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.Missouri

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Latch, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits,~~audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current- period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue recognized for hardware sold through channel partners, and the related accounts receivable, hardware inventory and cost of revenue, allowance for doubtful accounts and the reserves for returns — Refer to Note 2 and Note 5 to the financial statementsTransactions

~~Critical~~As ~~Audit~~disclosed ~~Matter~~in ~~Description~~Note 2 to the consolidated financial statements, the Company’s total revenue was $56.63 million for the year ended December 31, 2024. The Company recognizes revenue (i) at a point in time upon transfer of control for hardware sales, (ii) over the term of the subscription period beginning when control of the promised service is transferred to the customer for software sales, and (iii) over the period services are provided for professional services.

The Company generates hardware revenue primarily from the sale of its portfolio of devices. The Company sells hardware to customers, which include real estate developers, builders, building owners and property managers, directly or through its channel partners, who act as intermediaries, installers or wholesalers. Hardware shipped to channel partners is considered channel inventory until there is evidence control has passed to the customer. The Company recognizes hardware revenue when there is evidence a contract exists and control has been transferred to the customer. 65

The Company also provides certain customers a right of return for non-defective product, which is treated as a reduction of hardware revenue based on the Company’s expectations and historical experience.

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~~The~~We ~~Company~~identified ~~recognizes~~the anauditing ~~accounts~~of ~~receivable~~the ~~allowance~~accuracy ~~based~~and onexistence ~~estimates~~ of ~~expected~~hardware, ~~credit~~software ~~losses~~and professional services revenue transactions as a critical audit matter. ~~Accounts~~Auditing ~~receivable~~the ~~are~~accuracy ~~stated~~and ~~net~~existence of ~~allowance~~each ~~for~~revenue ~~doubtful~~stream ~~accounts~~was especially challenging due to the audit effort in performing procedures related to testing the accuracy and ~~reserve~~existence ~~for~~of ~~returns~~the hardware, software and professional services revenue transactions given the significance of net revenue and the large volume of transactions.

WeThe ~~identified~~primary ~~revenue~~procedures ~~recognition~~we ~~for~~performed ~~hardware sold through channel partners, and the related accounts receivable, hardware inventory, and cost of revenue, as a critical audit matter because of the judgments necessary for management~~ to ~~determine~~address ~~when~~this ~~a contract exists and when control has transferred to the customer. We identified the reserve for returns and the allowance for doubtful accounts related to hardware sold to channel partners as a~~ critical audit matter ~~because of the judgments necessary to determine estimated product returns and estimate of credit loss.~~included:

~~The~~–Evaluating ~~audit procedures to evaluate that~~ the ~~Company~~accuracy ~~recognized revenue when a contract exists~~ and ~~control~~existence ~~has~~of ~~transferred~~revenue ~~to the customer~~transactions, ~~and~~on toa ~~evaluate~~sample ~~the~~basis, ~~Company’s~~by ~~expectations~~obtaining and ~~historical~~inspecting ~~experience~~customer ~~for~~contracts ~~returns~~ and ~~estimate~~comparing ofto ~~credit~~supporting ~~loss~~documentation ~~involved~~to aassess ~~high~~the ~~degree~~appropriateness of ~~auditor~~the ~~judgment and an increased extent of audit effort~~transactions.

~~How~~–Recalculating ~~the~~sales ~~Critical~~prices ~~Audit~~on ~~Matter~~a ~~Was~~sample ~~Addressed~~basis inbased on the ~~Audit~~terms and conditions of underlying contracts.

~~Our~~Annual ~~audit~~Goodwill ~~procedures~~Impairment related to whether a contract existed, control had transferred to the customer, and to evaluate the Company’s expectations and historical experience for returns and credit loss included the following, among others: Testing

~~•With~~As ~~the~~disclosed ~~assistance~~in ofNote ~~professionals~~2 into ~~our~~the ~~firm~~consolidated ~~having~~financial ~~expertise~~statements, ingoodwill ~~revenue~~is ~~accounting~~assessed for impairment annually, weor ~~evaluated~~more ~~the~~frequently if indicators arise. The Company’'s ~~conclusions~~quantitative ~~regarding~~evaluation ~~when~~of ~~revenue~~goodwill for ~~hardware~~impairment ~~sold~~involves ~~through~~the comparison of the fair value of the reporting unit to its carrying value. Fair value was calculated as the Company’s ~~channel~~business ~~partners~~enterprise isvalue to(“BEV”), beplus ~~recognized~~(i) ~~under~~cash ~~accounting~~and ~~principles~~marketable ~~generally~~securities, ~~accepted~~less in(ii) debt, plus (iii) non-operating assets, net. The Company used the ~~United~~income ~~States~~approach ofto ~~America~~develop and calculate the BEV.

•We ~~selected~~identified acertain ~~sample~~assumptions used in determining the fair value of ~~hardware~~the ~~revenue~~Company’s ~~transactions~~BEV ~~sold~~for ~~through~~the ~~channel~~quantitative ~~partners~~impairment ~~and~~test ~~wholesalers.~~as ~~For~~a ~~each~~critical ~~selection,~~audit wematter. ~~obtained~~The ~~evidence~~principal ~~that~~consideration afor ~~contract~~our ~~existed~~determination ~~and~~is ~~control~~the ~~had~~significant ~~transferred~~judgment used to ~~the~~evaluate ~~customer~~certain assumptions, ~~which~~specifically ~~included~~(i) ~~purchase~~expected ~~orders,~~future ~~invoices,~~revenue ~~bills~~growth ofrates ~~lading~~for discrete annual periods identified in the BEV model, ~~packing~~(ii) ~~slips~~projected operating expenses, and ~~cash~~(iii) ~~receipts~~the selected discount rate. WeAuditing ~~also~~these ~~reconciled~~assumptions ~~the~~involved ~~discount~~especially ~~recorded~~challenging byauditor ~~management~~judgment toand effort, including the ~~discount~~extent onof ~~the~~specialized ~~invoice.~~skills and knowledge required.

~~•We~~The ~~selected~~primary aprocedures ~~sample~~we ofperformed ~~hardware revenue transactions subsequent~~ to ~~year-end~~address ~~and~~this ~~obtained~~critical ~~evidence~~audit ~~that~~matter ~~a contract existed, control had transferred to the customer and revenue was appropriately recognized subsequent to year-end, which~~ included ~~purchase orders, invoices, bills of lading, packing slips and cash receipts.~~:

~~•We~~–Utilizing ~~selected~~personnel awith ~~sample~~specialized ofknowledge ~~hardware~~and ~~contracts~~skill ~~that~~with ~~did~~valuation ~~not~~to ~~meet~~assist ~~the~~in ~~revenue~~evaluating ~~recognition~~the ~~criteria~~reasonableness ~~and~~of ~~obtained~~the ~~evidence~~selected ~~revenues~~discount ~~were not recorded~~rate.

~~•We~~–Testing ~~selected~~the aexpected ~~sample~~future ofrevenue ~~cash~~growth ~~receipts~~rates ~~subsequent~~for todiscrete ~~year-end~~annual ~~and~~periods ~~obtained~~using ~~evidence~~historical ~~that~~company ~~revenue~~performance ~~was~~and ~~recognized~~analysis inof ~~the~~guideline ~~appropriate~~public ~~period.~~company data.

~~•To~~–Evaluating ~~evaluate the Company~~management’s ~~expectations~~estimate ~~and~~of ~~historical~~projected ~~experience~~operating ~~for~~expenses ~~returns~~utilizing ~~and~~assumptions ~~estimate~~based ofon ~~credit loss, we obtained~~ the Company’s ~~return~~historical ~~reserve~~results, ~~and~~Company ~~credit~~actions ~~loss~~taken ~~analyses and performed procedures~~ to ~~determine~~reduce ~~the~~costs ~~mathematical~~as ~~accuracy and reasonableness~~ of the ~~assumptions.~~measurement Wedate, ~~performed procedures to test the completeness~~ and ~~accuracy~~analysis of ~~the~~guideline ~~data~~public ~~used~~company ~~in the analyses~~data.

~~Internally-developed~~We ~~software,~~have ~~net,~~served ~~and~~as the ~~related~~Company's ~~depreciation~~auditor ~~and~~since ~~amortization — Refer to Notes 2 and 8 to the financial statements~~2025.

~~Critical~~/s/ ~~Audit~~BDO ~~Matter~~USA, ~~Description~~P.C.

~~The~~St. ~~Company capitalizes certain development costs incurred in connection with its internally-developed software~~Louis, including specific software upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. These capitalized costs primarily pertain to software that is hosted by the Company and the firmware in the Company’s devices. Costs incurred in the preliminary stages of development are expensed as incurred. MO

~~Once a project has reached the development stage~~November 5, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing, at which time amortization of the capitalized software begins. Costs are also expensed when the Company determines that a planned feature is discontinued.2025

We identified internally-developed software, net, and the related depreciation and amortization as a critical audit matter because of the judgments necessary for management (i) to begin amortizing software-in-development upon completion of all substantial testing and (ii) to expense software-in-development when the Company determines the planned feature is discontinued. The audit procedures to evaluate whether management began amortizing software-in-development upon completion of all substantial testing and expensed software-in-development when planned features were discontinued involved an increased extent of audit effort. 66

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~~How~~REPORT ~~the~~OF ~~Critical~~INDEPENDENT ~~Audit~~REGISTERED ~~Matter~~PUBLIC ~~Was~~ACCOUNTING ~~Addressed in the Audit~~FIRM

~~Our~~To ~~audit~~the ~~procedures~~Stockholders toand ~~evaluate~~the ~~whether~~Board ~~management~~of ~~began~~Directors ~~amortizing software-in-development upon completion~~ of ~~all substantial testing and expensed software-in-development when planned features were discontinued included the following~~Latch, ~~among others:~~ Inc.

~~•We~~Opinion ~~selected~~on ~~a sample of capitalized software being amortized and obtained evidence~~ the ~~costs~~Financial ~~were capitalized appropriately and amortization began upon completion of all substantial testing performed by the Company to reach technical feasibility.~~ Statements

•We ~~selected~~have aaudited ~~sample~~the accompanying consolidated balance sheet of ~~software-in-development~~Latch, Inc. and ~~obtained~~subsidiaries ~~audit~~(the ~~evidence~~“Company”) ~~the~~as ~~costs~~of ~~were~~December ~~capitalized~~31, ~~appropriately~~2023, ~~and~~ the ~~software~~related ~~was~~consolidated ~~not~~statements ~~substantially~~of ~~complete~~operations and ~~ready~~comprehensive loss, stockholders’ equity, and cash flows, for ~~its~~the ~~intended~~year ~~use~~then ended, and the related notes (collectively referred to aas ~~planned~~the ~~feature~~“financial ~~that~~statements”). ~~was~~In ~~not~~our ~~discontinued~~opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~•We~~Basis selected a sample of software-in-development costs that were expensed and obtained evidence that the costs were expensed when the planned feature was discontinued. This included obtaining evidence of the rationale for ~~discontinuing the project and corroborating the discontinuation with project managers.~~ Opinion

~~Software~~These ~~revenue~~financial ~~and~~statements ~~deferred~~are ~~revenue~~the —responsibility ~~Refer~~of tothe ~~Note~~Company’s 2management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~Company~~conducted ~~generates~~our ~~software~~audit ~~revenue~~in ~~primarily~~accordance ~~through~~with the ~~license~~standards of ~~its~~the ~~software-as-a-service~~PCAOB. ~~(“SaaS”)~~Those ~~cloud-based~~standards ~~platform~~require that we plan and perform the audit to ~~customers~~obtain onreasonable aassurance ~~subscription-based~~about ~~arrangement~~whether the financial statements are free of material misstatement, whether due to error or fraud. ~~SaaS~~The ~~arrangements~~Company ~~generally~~is not required to have, ~~term~~nor ~~lengths~~were ofwe ~~one~~engaged to perform, ~~two~~an audit of its internal control over financial reporting. As part of our audit, ~~five~~we orare ~~ten~~required ~~years~~to ~~and~~obtain ~~include~~an aunderstanding ~~fixed~~of ~~fee~~internal ~~generally~~control ~~paid~~over infinancial ~~advance~~reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~annually~~we orexpress ~~monthly~~no such opinion.

~~The~~Our ~~Company~~audit ~~recognizes~~included ~~software~~performing ~~revenue~~procedures ~~ratably~~to ~~over~~assess the ~~subscription~~risks ~~period~~of ~~beginning~~material ~~when~~misstatement orof asthe ~~control~~financial ofstatements, ~~the~~whether ~~promised~~due ~~services~~to iserror ~~transferred~~or fraud, and performing procedures that respond to ~~the~~those ~~customer~~risks. ~~The~~Such ~~Company~~procedures ~~records~~included ~~contract~~examining, ~~liabilities~~on asa ~~deferred~~test ~~revenue~~basis, ~~when~~evidence itregarding ~~bills~~the ~~customers~~amounts and disclosures in ~~advance~~the offinancial statements. Our audit also included evaluating the ~~performance~~accounting ~~obligations~~principles ~~being~~used ~~satisfied~~and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We identified software revenue and deferred revenue as a critical audit matter because the audit procedures to determine when control of the promised services was transferred to its customers involved an increased extent of audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating when control of the promised services was transferred to the customer included selecting a sample of software revenue transactions and performing the following procedures, among others:

•We obtained the software contract and determined that it was executed.

•We obtained evidence from the Company’s operating software indicating the date that the property was added and the date the property administrator was added.

•We compared the date when control of the promised services was transferred to the date the Company began amortizing deferred software revenue and recognizing software revenue.

Acquisition of Honest Day’s Work — Refer to Notes 1, 2, 15 and 19 to the financial statements

On July 3, 2023 the Company completed its acquisition of Honest Day’s Work, Inc. (“HDW”). The total consideration transferred included cash, issuance of the Company’s common stock, and unsecured promissory notes. The HDW acquisition qualified as a business combination and the Company was determined to be the acquirer. Accordingly, total consideration was first allocated to the fair value of assets acquired as of the date of acquisition, with the excess being recorded as goodwill.

We identified the acquisition as a critical audit matter due to the significant judgment required in (a) accounting for the transaction, including the issuance of common stock, and (b) evaluating the forecasted revenues and discount rate used in estimating fair value of the developed technology intangible asset and resulting goodwill. This required a high degree of auditor judgment and increased extent of audit effort, including the involvement of professionals in our firm having expertise in accounting for business combinations and share based compensation and fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to accounting for the acquisition and the forecasted revenues and discount rate used in estimating fair value of the developed technology intangible asset and resulting goodwill included the following, among others:

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•With the assistance of professionals in our firm having expertise in accounting for business combinations and share based compensation, we evaluated the appropriateness of the Company’s accounting for the business combination and share based compensation.

•We evaluated the reasonableness of forecasted revenues by comparing assumptions to external market sources.

•We assessed the knowledge, skills, abilities, and objectivity of management’s valuation specialist.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

◦Testing the source information underlying the discount rate and testing the mathematical accuracy of the calculations.

◦Developing a range of independent estimates and comparing those to the discount rate selected by management.

Goodwill Impairment — Refer to Note 2 to the financial statements

Goodwill is assessed for impairment annually, or more frequently if indicators arise. It was determined the Company operates as a single reporting unit. The Company's evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value. The Company uses a combination of the income and market approaches to develop an estimate of the reporting unit fair value. These approaches required significant assumptions, including (i) expected future revenue growth rates, (ii) profit margins, (iii) discount rate, (iv) terminal growth rate, (v) the selected guideline public companies and (vi) selected guideline public company revenue multiples. The fair value of the reporting unit exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.

We identified goodwill for the single reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to (i) expected future revenue growth rates, (ii) profit margins, (iii) the selected discount rate, (iv) the terminal growth rate, (v) the selected guideline public companies, and (vi) the selected guideline public company revenue multiples.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for the selection of valuation methodologies and management's estimates and assumptions related to (i) expected future revenue growth rates, (ii) profit margins, (iii) selected discount rate, (iv) terminal growth rate, (v) the selected guideline public companies and (vi) the selected guideline public company revenue multiples to estimate the fair value of the reporting unit included the following, among others:

•With the assistance of our fair value specialists, we:

◦Evaluated the reasonableness of the valuation methodologies, the discount rate and the terminal growth rate, including testing the underlying source information and mathematical accuracy of the calculations and developing a range of independent estimates, and comparing those to assumptions selected by management.

◦Evaluated the selection of guideline public companies and guideline public company revenue multiples by developing an independent analysis of the guideline public companies and the guideline public company revenue multiples.

◦Evaluated the reconciliation of the fair value of the reporting unit to the market capitalization of the Company.

•We inquired of senior executives of the Company and inspected internal communications to corroborate strategic plans for growth that were known and knowable near the measurement date.

•We evaluated the reasonableness of management's expected future revenue growth rates and profit margins by comparing the assumptions to historical results and certain peer companies.

/s/ Deloitte & Touche LLP

New York, New York

March 26, 2025 (November 5, 2025, as to Note 3 and the correction of basic and diluted net loss per share as discussed in Note 16).

We ~~have~~began ~~served~~serving as the Company’s auditor ~~since~~in 2020. In 2025 we became the predecessor auditor.

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Consolidated Balance Sheets

(in thousands, except share ~~and per share~~ amounts)

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents(1)	$	9470,~~675~~203	$	~~109~~94,~~828~~675
Available-for-sale securities, current	84,861		120,233
Available-for-sale securities	5,187		84,861
Accounts receivable, net	69,~~001~~864		76,~~026~~001
Inventories, current	16,559		29,435
Inventories, net current	14,376		16,559
Prepaid expenses and other current assets	3430,~~757~~523		1234,~~333~~757
Total current assets	~~236~~130,~~853~~153		~~278~~236,~~855~~853
Available-for-sale securities, non-current	—		4,836
Property and equipment, net	1,073		1,465
Property and equipment, net	1,465		2,466
Internally-developed software, net	10,748		9,757
Internally-developed software, net	9,757		13,753
Inventories, net non-current	16,082		10,143
Inventories, non-current	10,143		13,595
Goodwill	30,205		25,322
Goodwill	25,322		—
Intangible assets, net	2,584		4,791
Intangible assets, net	4,791		133
Other non-current assets	5,579		6,101
Other non-current assets	6,101		3,024
Total assets	$	196,424	$	294,432
Total assets	$	294,432	$	316,662
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	37,~~642~~821	$	63,~~005~~642
Notes payable	22,000		—
Current portion of long-term debt	1,314		22,000
Accrued expenses(1)	5435,~~966~~066		2554,~~645~~966
Deferred revenue, current	1011,~~837~~900		10,~~686~~837
Other current liabilities	21,~~893~~092		12,~~926~~893
Total current liabilities	9457,~~338~~193		4494,~~262~~338
Deferred revenue, non-current	2821,~~742~~282		3128,~~239~~742
Warrant liability	—		230
Long-term debt	4,515		—
Other non-current liabilities	2,~~215~~251		~~176~~2,215
Total liabilities	~~125~~85,~~295~~241		75125,~~907~~295
Commitments and contingencies (see Note 12)
Commitments and contingencies (see Note 14)
Stockholders’ Equity
Stockholders’ equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, and 175,462,145 and 144,609,513 shares issued and outstanding as of December 31, 2023 and 2022, respectively(2)	19		16
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, and 164,087,277 and 175,462,145 shares issued and outstanding as of December 31, 2024 and 2023, respectively(2)	19		19
Additional paid-in capital	770,196		735,785
Treasury stock	(1)		—
Accumulated other comprehensive income (loss)	48		(1,460)
Additional paid-in capital	769,866		770,196
Accumulated deficit	(601,126)		(493,586)
Accumulated other comprehensive income	21		48
Total stockholders’ equity	169,137		240,755
Accumulated deficit	(658,722)		(601,126)
Total liabilities and stockholders’ equity	$	294,432	$	316,662
Total stockholders’ equity	111,183		169,137
Total liabilities and stockholders’ equity	$	196,424	$	294,432

(1)Amount presented as of December 31, 2023 includes $19.3 million of cash required for a purchase of securities executed during the year ended December 31, 2023 but that was not deducted from the Company’s accounts until January 2024. See Note 2. Summary of Significant Accounting Policies - Cash and Cash Equivalents, and Note 911. Accrued Expenses.

(2)Shares issued and outstanding as of December 31, ~~2023~~2024 and December 31, ~~2022~~2023 exclude 738,000 shares subject to vesting requirements. ~~See~~held ~~Note~~by 1TS Innovation Acquisitions Sponsor, L.L.C. ~~Description~~(the of“Sponsor”) ~~Business~~related -to ~~Business~~the ~~Combination~~2021 business combination (the “Sponsor Shares”).

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

	Year ended December 31,
	2023		2022		2021
	2024		2023
Revenue
Hardware	$	1918,~~739~~286	$	2419,~~532~~739	$	~~18,262~~
Software	1720,~~775~~255		1317,~~024~~775		~~7,402~~
Installation services	7,447		5,399		1,949
Professional services	18,089		7,447
Total revenue	4456,~~961~~630		4244,~~955~~961		~~27,613~~
Cost of revenue(1)
Hardware	2415,~~074~~270		3924,~~533~~074		~~28,215~~
Software	2,~~023~~013		12,~~561~~023		~~753~~
Installation services	6,539		5,785		3,685
Professional services	14,353		6,539
Total cost of revenue	3231,636		4632,~~879~~636		~~32,653~~
Operating expenses
Research and development	3317,~~787~~318		5433,~~933~~787		~~46,194~~
Sales and marketing	1512,~~394~~568		4515,~~589~~394		~~34,363~~
General and administrative	6644,~~211~~471		5566,~~292~~211		~~60,797~~
Depreciation and amortization	7,~~201~~202		57,~~504~~201		~~3,093~~
Total operating expenses	122,593		161,318		144,447
Impairment of intangible assets, net	2,849		—
Loss from operations	(110,268)		(165,242)		(149,487)
Total operating expenses	84,408		122,593
Other income (expense), net
Loss from operations	(59,414)		(110,268)
Change in fair value of derivative liabilities	—		—		(12,512)
Other income, net
Change in fair value of warrant liability	~~230~~159		~~9,558~~230		~~4,085~~
Change in fair value of trading securities	—		(3,460)		50
Interest income, net	1,416		2,309
Loss on extinguishment of debt	—		—		(1,469)
Other income, net	245		219
Interest income (expense), net	2,309		(2,961)		(7,761)
Total other income, net	1,820		2,758
Other income (expense), net	219		(142)		1
Loss before income taxes	(57,594)		(107,510)
Total other income (expense), net	2,758		2,995		(17,606)
Provision for income taxes	2		30
Loss before income taxes	(107,510)		(162,247)		(167,093)
Net loss	$	(57,596)	$	(107,540)
Provision for income taxes	30		89		53
Other comprehensive income (loss)
Net loss	$	(107,540)	$	(162,336)	$	(167,146)
Unrealized (loss) gain on available-for-sale securities	(35)		1,515
Other comprehensive income (loss)
Foreign currency translation adjustment	8		(7)
Unrealized gain (loss) on available-for-sale securities	1,515		(787)		(677)
Comprehensive loss	$	(57,623)	$	(106,032)
Foreign currency translation adjustment	(7)		3		(8)
Net loss per common share:
Comprehensive loss	$	(106,032)	$	(163,120)	$	(167,831)
Basic and diluted net loss per common share	$	(0.37)	$	(0.72)
Net loss per common share:
Weighted average shares outstanding:
Basic and diluted net loss per common share	$	(0.68)	$	(1.13)	$	(1.93)
Basic and diluted	156,652,301		149,634,375
Weighted average shares outstanding:
Basic and diluted	159,146,081		143,615,820		86,473,291

(1)Exclusive of depreciation and amortization shown in operating expenses.

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of ~~Redeemable Convertible Preferred Stock and~~ Stockholders’ Equity

(in thousands)

	RedeemableConvertiblePreferred Stock			Common Stock(1)				AdditionalPaid-inCapital		Accumulated OtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’Equity
	Common Stock(1)			AdditionalPaid-inCapital				Treasury Stock Amount		Accumulated OtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’Equity
	Shares	Amount		~~Shares~~		~~Amount~~
January 1, 2021	63,756	$	160,605	8,169		$	—	$	8,127	$	9	$	(164,066)	$	(155,930)
January 1, 2023	144,610	$	16	$	735,785			$	—	$	(1,460)	$	(493,586)	$	240,755
Exercises of common stock options	—	—		6,310		—		3,271		—		—		3,271
Issuance of common stock upon settlement of restricted stock units	2,501	—		—				—		—		—		—
Issuance of common stock upon settlement of restricted stock units	—	—		251		—		—		—		—		—
Tax withholdings on settlement of equity awards	(659)	—		—				—		—		—		—
Tax withholdings on settlement of equity awards	—	—		(69)		—		(1,779)		—		—		(1,779)
Issuance of common stock related to HDW Acquisition	29,010	3		15,624				—		—		—		15,627
Conversion of Convertible Notes	—	—		6,925		—		69,252		—		—		69,252
Foreign translation adjustment	—	—		—				—		(7)		—		(7)
Conversion of Legacy Latch warrants	—	—		233		—		2,143		—		—		2,143
Stock-based compensation	—	—		18,787				—		—		—		18,787
Conversion of redeemable convertible preferred stock to common shares	(63,756)	(160,605)		63,756		1		160,604		—		—		160,605
Unrealized gain on available-for-sale securities	—	—		—				—		1,515		—		1,515
Reverse capitalization, net of transaction costs	—	—		56,011		14		434,544		—		—		434,558
Net loss	—	—		—				—		—		(107,540)		(107,540)
Foreign currency translation adjustment	—	—		—		—		—		(8)		—		(8)
December 31, 2023	175,462	19		770,196				—		48		(601,126)		169,137
Stock-based compensation	—	—		—		—		29,703		—		—		29,703
Issuance of common stock upon settlement of restricted stock units	5,655	—		—				—		—		—		—
Unrealized gain (loss) on available-for-sale securities	—	—		—		—		—		(677)		—		(677)
Tax withholdings on settlement of equity awards	(1,770)	—		—				—		—		—		—
Net loss	—	—		—		—		—		—		(167,146)		(167,146)
Repurchase of restricted common stock	(15,260)	—		1				(1)		—		—		—
December 31, 2021	—	—		141,586		15		705,865		(676)		(331,212)		373,992
Foreign translation adjustment	—	—		—				—		8		—		8
Cumulative effect of adopting ASC 2016-13	—	—		—		—		—		—		(38)		(38)
Stock-based compensation	—	—		(331)				—		—		—		(331)
Exercises of common stock options	—	—		1,052		—		722		—		—		722
Unrealized loss on available-for-sale securities	—	—		—				—		(35)		—		(35)
Issuance of common stock upon settlement of restricted stock units	—	—		3,029		1		—		—		—		1
Net loss	—	—		—				—		—		(57,596)		(57,596)
Tax withholdings on settlement of equity awards	—	—		(1,057)		—		(3,393)		—		—		(3,393)
December 31, 2024	164,087	$	19	$	769,866			$	(1)	$	21	$	(658,722)	$	111,183
Transaction costs related to reverse capitalization	—	—		—		—		(25)		—		—		(25)
Foreign currency translation adjustment	—	—		—		—		—		3		—		3
Stock-based compensation	—	—		—		—		32,616		—		—		32,616
Unrealized gain (loss) on available-for-sale securities	—	—		—		—		—		(787)		—		(787)
Net loss	—	—		—		—		—		—		(162,336)		(162,336)
December 31, 2022	—	—		144,610		16		735,785		(1,460)		(493,586)		240,755
Issuance of common stock upon settlement of restricted stock units	—	—		2,501		—		—		—		—		—
Tax withholdings on settlement of equity awards	—	—		(659)		—		—		—		—		—
Issuance of common stock related to HDW Acquisition	—	—		29,010		3		15,624		—		—		15,627
Foreign translation adjustment	—	—		—		—		—		(7)		—		(7)
Stock-based compensation	—	—		—		—		18,787		—		—		18,787
Unrealized gain (loss) on available-for-sale securities	—	—		—		—		—		1,515		—		1,515
Net loss	—	—		—		—		—		—		(107,540)		(107,540)
December 31, 2023	—	—		175,462		$	19	$	770,196	$	48	$	(601,126)	$	169,137

(1)Shares issued and outstanding ~~as of December 31, 2023 and December 31, 2022~~ exclude 738,000 ~~shares~~Sponsor Shares subject to vesting requirements. ~~See Note 1. Description of Business - Business Combination.~~

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Cash Flows

(in thousands)

	Year ended December 31,
	2023		2022		2021
	2024		2023
Operating activities
Net loss	$	(~~107~~57,~~540~~596)	$	(~~162~~107,~~336~~540)	$	~~(167,146)~~
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	7,~~201~~202		57,~~504~~201		~~3,093~~
Non-cash interest (income) expense	(2,514)		2,289		4,494
Non-cash interest income	(1,196)		(2,514)
Change in fair value of derivatives	—		—		12,512
Change in fair value of warrant liability	(159)		(230)
Change in fair value of warrant liability	(230)		(9,558)		(4,085)
Realized loss on available-for-sale securities	1		—
Change in fair value of trading securities	—		3,460		(50)
Unrealized loss on marketable securities	91		—
Realized gains/losses on available-for-sale securities	—		47		—
Loss on disposal of fixed assets	189		—
Impairment loss on long-lived assets	697		921		—
Impairment loss on intangible assets, net	2,849		—
Loss on extinguishment of debt	—		—		1,469
Impairment loss on long-lived assets	—		697
Provision for doubtful accounts, net of recoveries	(927)		1,296		1,080
Provision for expected credit losses, net of recoveries	(144)		(927)
Provision for credit losses on contract assets	(134)		—134		—
Stock-based compensation expense	~~18,171~~(580)		3018,~~256~~171		~~29,055~~
Changes in assets and liabilities
Changes in assets and liabilities (excluding effects of acquisition)
Accounts receivable	1(2,~~952~~346)		31,~~566~~952		~~(11,352)~~
Inventories, net	16(3,~~328~~756)		~~(19~~16,~~955)~~328		~~(10,480)~~
Prepaid expenses and other current assets	~~(22~~4,~~553)~~717		(222,~~877~~553)		~~(3,435)~~
Other non-current assets	~~(3,075)~~685		(13,~~585~~075)		~~(625)~~
Accounts payable	(23,~~363)~~647		(~~506~~2,363)		~~2,774~~
Accrued expenses	29(20,~~074~~342)		129,~~831~~074		~~17,915~~
Other current liabilities	~~366~~(1,841)		~~772~~366		~~1,159~~
Other non-current liabilities	~~2,039~~43		~~179~~2,039		~~599~~
Deferred revenue	(26,~~346~~736)		11(2,~~457~~346)		~~16,501~~
Net cash used in operating activities	(6575,~~586~~406)		(~~135~~65,~~239~~586)		~~(106,522)~~
Investing activities
Purchase of available-for-sale securities	(~~127~~20,~~179~~293)		(80127,~~176~~179)		~~(269,237)~~
Proceeds from sales and maturities of available-for-sale securities	~~171~~101,~~416~~036		~~213~~171,~~795~~416		~~4,644~~
HDW Acquisition, net	8,085		—		—
Business acquisitions, net of cash acquired	(950)		8,085
Purchases of trading securities	—		(250)		(4,250)
Purchase of property and equipment	(766)		(327)
Purchase of property and equipment	(327)		(2,239)		(1,541)
Capitalized internally-developed software	(6,141)		(1,516)
Capitalized internally-developed software	(1,516)		(4,774)		(5,929)
Net cash provided by investing activities	72,886		50,479
Purchase of intangible assets	—		—		(700)
Financing activities
Net cash provided by (used in) investing activities	50,479		126,356		(277,013)
Repayment of unsecured promissory notes	(22,000)		—
Financing activities
Net cash used in financing activities	(22,000)		—
Proceeds from Business Combination and private offering, net of issuance costs	—		—		447,921
Effect of exchange rates on cash	48		(46)
Repayment of term loan	—		—		(5,000)
Net change in cash and cash equivalents	(24,472)		(15,153)
Proceeds from issuance of common stock	—		724		3,271
Cash and cash equivalents
Payments for tax withholding on net settlement of equity awards	—		(3,394)		(1,766)
Beginning of year	94,675		109,828
Proceeds from revolving credit facility	—		1,345		7,934
End of year	$	70,203	$	94,675
Repayment of revolving credit facility	—		(4,714)		(4,566)
Supplemental disclosure of cash flow information
Net cash provided by (used in) financing activities	—		(6,039)		447,794
Cash paid during the year for:
Effect of exchange rates on cash	(46)		(32)		(6)
Interest	$	2,099	$	32
Net change in cash and cash equivalents	(15,153)		(14,954)		64,253
Income taxes	$	4	$	11
Cash and cash equivalents
Supplemental disclosure of non-cash investing and financing activities
Beginning of year	109,828		124,782		60,529
Capitalization of stock-based compensation to internally-developed software	$	249	$	616
End of year	$	94,675	$	109,828	$	124,782
Net assets acquired as part of business acquisitions	$	2,067	$	4,221
Supplemental disclosure of cash flow information
Debt assumed/issued as part of business acquisitions	$	6,000	$	22,000
Cash paid during the year for:
Common stock issued for HDW Acquisition	$	—	$	15,627
Interest	$	32	$	38	$	348
Income taxes	$	11	$	66	$	70

See accompanying notes to the consolidated financial statements.

7471

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Latch, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

Supplemental disclosure of non-cash investing and financing activities
Capitalization of stock-based compensation to internally-developed software	$	616	$	2,360	$	648
Net assets acquired	$	4,221	$	—	$	—
Promissory note issued as part of HDW Acquisition	$	22,000	$	—	$	—
Common stock issued for HDW Acquisition	$	15,627	$	—	$	—
Accrued fixed assets	$	—	$	—	$	480
Private placement warrants received as part of business combination	$	—	$	—	$	13,872
Prepaid expense received as part of business combination	$	—	$	—	$	510

See accompanying notes to the consolidated financial statements.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

1.DESCRIPTION OF BUSINESS

Latch, Inc. (referred to herein, collectively with its subsidiaries, as “Latch,” “DOOR” or the “Company”) is a technology company ~~primarily~~delivering ~~serving~~an ~~the~~integrated ~~multifamily~~ecosystem ~~rental~~of ~~home~~hardware, ~~market~~software ~~segment~~and ofservices ~~the~~designed ~~smart~~to ~~building~~enhance ~~industry~~operations ~~deploying~~and ~~hardware~~experiences ~~and~~within ~~software~~buildings, ~~technology~~primarily toserving ~~digitize~~the ~~otherwise~~multifamily ~~manual~~rental ~~processes~~market. In August 2025, ~~including~~the ~~building~~Company ~~and~~rebranded ~~unit~~as ~~access~~DOOR, ~~and~~although ~~in-unit~~its ~~device~~legal ~~control.~~name remains Latch, Inc.

InThe ~~May 2019, the~~ Company’s ~~incorporated~~revenues ~~Latch~~are ~~Taiwan,~~derived ~~Inc.,~~primarily afrom ~~wholly-owned~~operations ~~subsidiary,~~ in ~~the~~North ~~state of Delaware~~America. In October 2020, the Company incorporated Latch Insurance Solutions, LLC, a wholly-owned subsidiary, in the state of Delaware. In September 2021, the Company incorporated Latch Systems Ltd, a wholly-owned subsidiary, in England and Wales. The Company’s ~~revenues~~operations ~~are~~consist ~~derived~~of ~~primarily~~one ~~from~~reportable ~~operations in North America~~segment.

OnIn ~~June~~May 42019, ~~2021 (~~the ~~“TSIA Closing Date”), the~~ Company ~~consummated~~incorporated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated as of January 24, 2021 (the “TSIA Merger Agreement”), by and among the Company (formerly known as TS Innovation Acquisitions Corp. (“TSIA”)), Latch ~~Systems~~Taiwan, Inc. ~~(formerly known as Latch~~, ~~Inc. (“Legacy Latch”)) and Lionet Merger Sub Inc.,~~ a wholly-owned subsidiary, ofin ~~TSIA~~the ~~(“Merger~~state ~~Sub”),~~of ~~pursuant~~Delaware. toIn ~~which~~October ~~Merger~~2020, ~~Sub~~the ~~merged~~Company ~~with~~incorporated ~~and~~Latch ~~into~~Insurance ~~Legacy~~Solutions, ~~Latch~~LLC, ~~with Legacy Latch becoming~~ a wholly-owned subsidiary ~~of the Company (the “Business Combination” and~~, ~~collectively with the other transactions described~~ in the ~~TSIA~~state ~~Merger~~of ~~Agreement, the “Transactions”)~~Delaware. In ~~connection~~September ~~with the consummation of the Transactions (the “Closing”)~~2021, the Company ~~changed~~incorporated ~~its~~Latch ~~name~~Systems ~~from TS Innovation Acquisitions Corp. to Latch~~Ltd, ~~Inc.~~a ~~The “Post~~wholly-~~Combination~~owned ~~Company”~~subsidiary, ~~following~~in ~~the~~England ~~Business~~and ~~Combination is Latch, Inc~~Wales.

InOn ~~May~~June ~~2023~~4, in2021, ~~connection~~the ~~with~~Company consummated the ~~HDW~~previously ~~Acquisition~~announced ~~(as~~merger ~~defined~~pursuant to that certain Agreement and ~~further~~Plan ~~described~~of ~~below~~Merger, dated as of January 24, 2021 (the “TSIA Merger Agreement”), by and among the Company ~~formed~~(formerly ~~two~~known ~~subsidiaries~~as TS Innovation Acquisitions Corp. (“TSIA”)), ~~one~~Latch Systems, Inc. (formerly known as Latch, Inc. (“Legacy Latch”)) and Lionet Merger Sub Inc., a wholly-owned subsidiary of TSIA (“Merger Sub”), pursuant to which ~~was~~Merger ~~the~~Sub ~~surviving~~merged ~~entity~~with and into Legacy Latch, with Legacy Latch becoming a wholly-owned subsidiary of the ~~HDW~~Company ~~Acquisition~~(the “Business Combination” and, ~~was~~collectively ~~renamed~~with ~~Honest~~the ~~Day’s~~other ~~Work,~~transactions ~~LLC.~~described Inin ~~January~~the ~~2024~~TSIA Merger Agreement, inthe “Transactions”). In connection with the ~~acquisition~~consummation of athe ~~property~~Transactions ~~management~~(the ~~business~~“Closing”), the Company ~~formed~~changed ~~Door~~its ~~Property~~name ~~Management,~~from ~~LLC.~~TS InInnovation ~~June~~Acquisitions ~~2024~~Corp. to Latch, inInc. ~~connection~~The ~~with~~“Post-Combination Company” following the ~~HelloTech~~Business ~~Merger~~Combination ~~(as~~is ~~defined~~Latch, ~~and~~Inc. ~~further~~In ~~described~~August ~~below)~~2025, ~~the~~Latch ~~Company~~Systems, ~~formed~~Inc. achanged ~~subsidiary~~its ~~into~~name ~~which~~to ~~HelloTech~~DOOR Systems, Inc. ~~merged~~(referred to as ~~the~~“Legacy ~~surviving~~Latch,” ~~entity~~“Latch ofSystems” or “DOOR Systems,” as the ~~HelloTech~~context ~~Merger~~requires).

~~Effective~~In ~~November~~July 1, 2023, the Company ~~relocated~~completed its ~~headquarters~~acquisition toof ~~St.~~Honest ~~Louis~~Day’s ~~(Olivette)~~Work, ~~Missouri~~Inc. ~~From~~(“HDW”) ~~2020~~in ~~through~~order ~~2023~~to acquire HDW’s technology assets to accelerate the development of the Company’s platform, enable the Company ~~operated~~to ~~offices~~offer inresident ~~Denver,~~services ~~Colorado,~~and ~~New~~incorporate ~~York,~~HDW’s ~~New~~team ~~York~~members (the “HDW Acquisition”). In connection with the HDW Acquisition, ~~Los~~the ~~Angeles~~Company formed two subsidiaries, ~~California~~one of which was the surviving entity of the HDW Acquisition and ~~Taipei~~was renamed Honest Day’s Work, ~~Taiwan~~LLC.

~~Business~~In ~~Combination~~January 2024, in connection with the acquisition of a property management business, the Company formed Door Property Management, LLC (“DPM”). In June 2024, in connection with the HelloTech Merger (as defined and further described below), the Company formed a subsidiary into which HelloTech, Inc. (“HelloTech”) merged as the surviving entity. HelloTech is a service platform delivering on-demand, last-mile installation, setup and connected device support. The HelloTech platform, in combination with the technology Latch acquired in the HDW Acquisition, supports the Company’s professional services offering.

OnEffective ~~January~~November 241, ~~2021~~2023, ~~TSIA~~the ~~entered~~Company ~~into~~relocated ~~the~~its ~~TSIA~~headquarters ~~Merger~~to ~~Agreement~~St. ~~with~~Louis ~~Merger~~(Olivette), ~~Sub~~Missouri. ~~and~~From ~~Legacy~~2023 ~~Latch.~~through ~~Legacy~~2024, ~~Latch’s~~the ~~board~~Company ofoperated ~~directors~~offices ~~unanimously~~in ~~approved~~Denver, ~~Legacy~~Colorado, ~~Latch’s~~New ~~entry~~York, ~~into~~New ~~the~~York, ~~TSIA~~Los ~~Merger~~Angeles, ~~Agreement~~California, Boston, Massachusetts, Argentina and Taiwan.

OnInvestigation ~~June 3, 2021, TSIA held a special meeting of its stockholders (the “Special Meeting”), at which the TSIA stockholders considered~~ and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the TSIA Merger Agreement and (b) approving the other Transactions contemplated by the TSIA Merger Agreement.Restatement

~~Upon~~During the ~~Closing~~quarter ended June 30, 2022, the ~~following~~audit ~~occurred~~committee of the Company’s board of directors (the “Board”) commenced an investigation (the “Investigation”) of certain of the Company’s key performance indicators and revenue recognition practices, including the accounting treatment, financial reporting and internal controls related thereto. Following the Investigation, the Company completed a comprehensive review of its previously issued financial statements (the “Financial Statement Review”). The Company identified errors related to, among other items: (i) revenue recognition on hardware and software sales, (ii) revenue recognition and billing on software licenses, (iii) recognition of various expenses, and (iv) errors in certain key performance indicators, including “bookings” and related metrics. As a result of the Investigation and Financial Statement Review, the Company restated certain of its financial statements (the “Restatement”) in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).

•The mandatory conversion feature upon a business combination was triggered for the convertible notes issued by Legacy Latch between August 11, 2020 and October 23, 2020 with a maturity date of April 23, 2022 for an aggregate principal amount of $50.0 million (the “Convertible Notes”), causing a conversion of the $50.0 million outstanding principal amount of the Convertible Notes and any unpaid accrued interest into equity securities at a specified price. The noteholders received approximately 6.9 million shares of common stock in the Post-Combination Company. The embedded derivative related to the Convertible Notes was extinguished as part of the Closing. 72

•The 71.1 million outstanding shares of redeemable convertible preferred stock were exchanged for 63.8 million shares of common stock in the Post-Combination Company.

•Legacy Latch repaid in full the outstanding principal and accrued interest on the term loan in the total amount of $5.0 million. The embedded derivative in the warrants issued in connection with the term loan was extinguished as part of the Closing.

•Holders of 5,916 shares of TSIA’s Class A common stock sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

proceeds from TSIA’s initial public offering (the “TSIA IPO”), calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or approximately $0.06 million in the aggregate.

•The shares of TSIA Class B common stock held by TS Innovation Acquisitions Sponsor, L.L.C. (“Sponsor”) automatically converted to 7.4 million shares of common stock in the Post-Combination Company. Of the 7.4 million shares of common stock held by the Sponsor, 738,000 are subject to vesting under certain conditions (the “Sponsor Earnout Shares”), including that the volume-weighted average price (“VWAP”) of the Post-Combination Company equals or exceeds $14.00 for any 20 trading days within a 30 trading day period on or prior to the five year anniversary of the Closing.

•Pursuant to subscription agreements entered into in connection with the TSIA Merger Agreement, certain investors agreed to subscribe for an aggregate of approximately 19.3 million newly-issued shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of approximately $192.6 million (the “PIPE Investment”). The PIPE Investment included approximately 0.3 million newly issued shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of $2.6 million of cash election funding. See Note 15. Stock-Based Compensation. At the Closing, the Company consummated the PIPE Investment.

•After giving effect to the Transactions, the redemption of Initial Shares as described above and the consummation of the PIPE Investment, there were approximately 140.5 million shares of common stock issued and outstanding (excluding the Sponsor Earnout Shares).

As noted above, an aggregate of $0.06 million was paid from TSIA’s trust account to holders that properly exercised their right to have Initial Shares redeemed, and the remaining balance immediately prior to the Closing of approximately $300.0 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination. Latch received approximately $450.0 million in cash proceeds, net of fees and expenses funded in connection with the Closing of the Business Combination, which included approximately $192.6 million from the PIPE Investment mentioned above.

The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the year ended December 31, 2021.

Cash - TSIA trust and cash, net of redemptions	$	300,122
Cash - PIPE Investment including cash election funding	192,550
Less: transaction costs and advisory fees paid	(36,783)
Less: cash election payment, net	(2,313)
Less: issuance and other costs paid	(5,621)
Net proceeds from Business Combination	447,955
Less: private placement warrants received as part of Business Combination	(13,872)
Plus: prepaid expenses received as part of Business Combination	510
Reverse recapitalization, net of transaction costs	$	434,593

As a result of the Business Combination, each share of Legacy Latch redeemable convertible preferred stock and common stock was converted into the right to receive approximately 0.8971 shares of the common stock of the Post-Combination Company (the “Exchange Ratio”).

Based on the following factors, the Company determined under the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, that the Business Combination was a reverse recapitalization.

•Legacy Latch stockholders owned approximately 60.0% of the shares in the Post-Combination Company and thus had sufficient voting rights to exert influence over the Post-Combination Company.

•Legacy Latch appointed a majority of the Post-Combination Company’s board of directors and maintained a majority of the composition of management at the time of the transaction.

•Legacy Latch was the larger entity based on historical revenues and business operations and comprised the ongoing operations of the Post-Combination Company.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

•The Post-Combination Company assumed the name “Latch, Inc.”

The accounting for the transaction was similar to that resulting from a reverse acquisition, except that goodwill or other intangibles were not recognized, and the transaction was followed by a recapitalization.

In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the TSIA Closing Date to reflect the number of shares of the Company’s common stock, par value $0.0001 per share, issued to Legacy Latch’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Latch redeemable convertible preferred stock and Legacy Latch common stock prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 0.8971 established in the Business Combination.

Post-Combination Company common stock and warrants commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LTCH” and “LTCHW,” respectively, on June 7, 2021. Since the August 10, 2023 suspension of trading in the Company’s common stock and warrants on Nasdaq and subsequent delisting, the Company’s securities have been traded on OTC Markets Group Inc.’s Expert Market.

HDW Acquisition

The Consideration Shares were originally non-transferable until July 3, 2028 (the “Restricted Period”), subject to certain accelerated releases. As a result of the Company’s delisting from Nasdaq, the Restricted Period now terminates on April 15, 2027. In the event the Company’s 60 trading day VWAP exceeds the price thresholds set forth in the table below (the “Share Price Thresholds”), the applicable portion of the Consideration Shares set forth below will be released from transfer restrictions:

Share Price Threshold						Percent of Consideration Shares Released
$2.00						25%
$3.00						25%
$4.00						25%
$5.00						25%

In addition, there may be accelerated releases of the Consideration Shares in connection with a change of control of the Company.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

released from transfer restriction, subject to certain exceptions. In the event Mr. Siminoff was terminated without Cause or resigned for Good Reason (each as defined in the Siminoff Employment Agreement (as defined below)), or upon his death or disability (each, an “Exit”), his Consideration Shares would accelerate in an amount equal to the greater of (i) the number of Consideration Shares to which he was entitled pursuant to the Share Price Thresholds (with linear interpolation of Consideration Shares based on the 60 trading day VWAP as of the date of Exit) and (ii) the number of Consideration Shares equal to the product of (a) his total Consideration Shares multiplied by (b) the quotient of (x) the number of calendar days between July 3, 2023 and his Exit divided by (y) 1,825; provided, however, that in no event would the number of Mr. Siminoff’s Consideration Shares that accelerate in connection with an Exit be less than 40% of the total number of his Consideration Shares.

In connection with the HDW Acquisition, the Company and Mr. Siminoff entered into an employment agreement, dated May 15, 2023 (the “Siminoff Employment Agreement”). Pursuant to the Siminoff Employment Agreement, on the HDW Closing Date, Mr. Siminoff was appointed as the Company’s Chief Strategy Officer. At the time, Mr. Siminoff was expected to be appointed as Chief Executive Officer of the Company following the completion of the restatement of certain of the Company’s historical financial statements (the “Restatement”). As described below in Note 21. Subsequent Events, Mr. Siminoff ceased to serve as Chief Strategy Officer on December 31, 2024 and will no longer be appointed as the Company’s Chief Executive Officer.

Liquidity Position

The Company has incurred losses since the Company’s inception. Prior to the Closing of the Business Combination, the Company’s operations were financed primarily through net proceeds from the issuance of the Company’s redeemable convertible preferred stock and ~~Convertible~~convertible ~~Notes~~notes, as well as borrowings under the Company’s term loan. The Company received approximately $450.0 million in cash proceeds, net of fees and expenses funded in connection with the Closing, which included approximately $192.6 million from the sale of approximately 19.3 million newly-issued shares of common stock in connection with the Business Combination.

As of December 31, ~~2023~~2024 and ~~2024~~2023, the Company’s unrestricted cash and cash equivalents and ~~current and non-current~~ available-for-sale securities were approximately $~~179~~75.54 million and $75179.5 million, respectively. The Company’s available-for-sale securities investment portfolio is primarily invested in highly rated securities, with the primary objective of minimizing the potential risk of principal loss.

Historically, the Company’s short-term liquidity needs have primarily included working capital for salaries, including sales and marketing and research and development, as well as component inventory purchases from the Company’s contract manufacturers. Beginning in the second quarter of 2022 and continuing through 2025, the Company has incurred, and may continue to incur, significant professional fees, primarily consisting of legal, forensic accounting, management consulting and related advisory services as a result of the Investigation and the SEC Investigation (as defined below), as well as accounting related consulting services, independent registered accounting firm fees and advisory services related to the Restatement and the Company’s comprehensive financial statement review. Additionally, the Company has incurred significant costs in connection with various pending litigation. Such litigation involves significant defense and other costs and, if decided adversely to the Company or settled, has resulted or could result in significant monetary damages or expenditures. Although the Company maintains insurance coverage in amounts and with deductibles that it believes are appropriate for its operations, its insurance coverage does not cover all claims that have been or may be brought against it.

79In light of the Company’s liquidity position described above, the Company may attempt to secure additional outside capital. However, the Company has not sought any commitments of additional outside capital and can provide no assurance it will be able to secure any outside capital in the future at all, or on terms that are acceptable to the Company. Additionally, the Company’s securities are currently traded on the OTC Markets Group Inc.’s (“OTC”) Expert Market (the “OTC Expert Market”). Because of applicable restrictions, there is a minimal public market for the Company’s securities, and the Company’s ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

manufacturers. Beginning in the second quarter of 2022 and continuing through 2025, the Company has incurred, and may continue to incur, significant professional fees, primarily consisting of legal, forensic accounting, management consulting and related advisory services as a result of the Investigation and the SEC Investigation (each as defined below), as well as accounting related consulting services, independent registered accounting firm fees and advisory services related to the Restatement and the Company’s comprehensive financial statement review. Additionally, the Company has incurred significant costs in connection with various pending litigation. Such litigation involves significant defense and other costs and, if decided adversely to the Company or settled, has resulted or could result in significant monetary damages or expenditures. Although the Company maintains insurance coverage in amounts and with deductibles that it believes are appropriate for its operations, its insurance coverage does not cover all claims that have been or may be brought against it.

In light of the Company’s liquidity position described above, the Company may attempt to secure additional outside capital. However, the Company has not sought any commitments of additional outside capital and can provide no assurance it will be able to secure any outside capital in the future at all, or on terms that are acceptable to the Company. Additionally, the Company’s securities are currently traded on the OTC Expert Market. Because of applicable restrictions, there is a minimal public market for the Company’s securities, and the Company’s ability to raise additional capital may be impaired because of the less liquid nature of the over-the-counter markets.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of Latch, Inc. and its wholly-owned subsidiaries ~~as of December 31, 2023, Latch Systems, Inc~~., ~~Latch Taiwan, Inc., Latch Insurance Solutions, LLC and Latch Systems Ltd.~~ All intercompany transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications would not have a material effect on the reported financial results.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. Significant estimates are used when accounting for stock-based compensation, inventory valuation, goodwill and intangible asset impairments, business combinations and litigation. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; actual results could differ from those estimates.

~~Cash and Cash Equivalents~~73

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2023 and 2022, cash consisted primarily of funds held in the Company’s checking accounts, money market funds and commercial paper. The Company considers these money market funds and commercial paper to be Level 1 financial instruments.

The Company’s cash balances exceed the limits that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

~~Consolidated~~Cash ~~Balance Sheets as of December 31, 2023. The funds were deducted from the Company’s account in early January 2024. Accordingly, the sum of the Company’s cash~~ and ~~cash~~Cash ~~equivalents as of December 31, 2023 is $19.3 million higher than it would have been had the funds been deducted from the Company’s account prior to year end. See Note 9. Accrued Expenses.~~Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2024 and 2023, cash consisted primarily of funds held in the Company’s checking accounts, money market funds and commercial paper. The Company considers these money market funds and commercial paper to be Level 1 financial instruments.

In addition, the Company’s cash and cash equivalents are maintained at financial institutions in amounts that exceed federally insured limits. To date, the Company has not recognized any losses caused by uninsured balances.

Prior to December 31, 2023, the Company (i) received $19.3 million of proceeds from the sale of a maturing available-for-sale security and (ii) reinvested the proceeds by purchasing an equal amount of new securities prior to such date. The Company uses trade-date accounting and, as such, the new securities position of $19.3 million is included in available-for-sale securities on the accompanying Consolidated Balance Sheet as of December 31, 2023, and a liability of $19.3 million presented as investment purchases payable is included in accrued expenses on the accompanying Consolidated Balance Sheet as of December 31, 2023. The funds were deducted from the Company’s account in early January 2024. Accordingly, the sum of the Company’s cash and cash equivalents as of December 31, 2023 was $19.3 million higher than it would have been had the funds been deducted from the Company’s account prior to year end. See Note 11. Accrued Expenses.

Marketable Securities

The Company classifies its fixed income marketable securities as available-for-sale based on its intentions with regard to these instruments. Accordingly, marketable securities are reported at fair value, with all unrealized holding gains and losses reflected in stockholders’ equity. If it is determined that an investment has an other-than-temporary decline in fair value, the Company recognizes the investment loss in other income ~~(expense)~~, net inon the accompanying Consolidated Statements of Operations and Comprehensive Loss. The Company periodically evaluates its investments to determine if impairment charges are required.

Accounts Receivable, Net and ~~Allowance~~Contract ~~for Doubtful Accounts~~Balances

~~Accounts receivable are stated at net realizable value, net of allowance for doubtful accounts and reserve for returns (see “Revenue Recognition” below for further information).~~ The Company ~~adopted~~classifies ~~Accounting~~its ~~Standards~~right ~~Update~~to ~~(“ASU”)~~consideration ~~2016-13~~in ~~effective~~exchange ~~January~~for 1,deliverables ~~2022.~~as ~~Following~~either ~~the~~a ~~adoption, the Company recognizes an accounts~~ receivable ~~allowance~~or ~~based on estimates of expected credit losses. The Company estimates the total expected credit loss over the lifetime of the receivables using historical loss data and by applying~~ a ~~loss-rate~~contract ~~method using relevant available information from internal and external sources, including historical write-off activity, current conditions and reasonable and supportable forecasts~~asset. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes in economic conditions. When certain amounts are deemed uncollectible, those balances are reserved in full.

~~The~~Accounts ~~allowance for doubtful accounts is measured on a pooled basis when similar risk characteristics exist. When assessing whether to measure certain financial assets on a pooled basis~~Receivable, the Company considers various risk characteristics, including the financial asset type, size and historical or expected credit loss pattern. The Company has considered customer identity, customer type and product lines and determined that further segmentation of the accounts receivable would not yield a materially different credit loss allowance. The Company only segments its receivables based on the age of the outstanding balance.Net

AsA ofreceivable ~~December~~is ~~31,~~a ~~2023,~~right ~~2022~~to ~~and~~consideration ~~2021~~that is unconditional. The Company recognizes accounts receivable when the right to consideration is unconditional, such that only the ~~allowance~~passage ~~for~~of ~~doubtful~~time ~~accounts~~is ~~contains~~required before payment is due. The Company extends credit based on an ~~estimate~~evaluation of ~~credit~~a ~~losses~~customer’s ~~for~~financial condition and, generally, collateral is not required. Accounts outstanding ~~invoices~~longer ~~related~~than tothe ~~(1)~~contractual ~~hardware~~payment terms are considered past due. The fair value of accounts receivable ~~when~~approximates ~~revenue~~book ~~was~~value ~~recognized~~due ~~for~~to ~~consideration~~the ~~received~~short-term ~~from~~nature of the ~~related~~payment ~~software~~terms. ~~contract~~Accounts ~~and~~receivable ~~(2)~~are ~~invoices~~stated ~~related~~at tonet ~~software~~realizable ~~accounts~~value, which represents the face value of the receivable. ~~The~~less ~~Company~~(i) ~~generally~~an ~~does~~allowance ~~not~~for ~~require~~expected ~~any~~credit ~~security~~losses orand ~~collateral~~(ii) toa ~~support~~reserve ~~its~~for ~~receivables~~returns (see “—Revenue Recognition”).

The ~~following~~opening ~~table~~and ~~represents~~closing abalances ~~roll-forward~~ of ~~the~~accounts ~~Company’s~~receivable, ~~allowance~~net ~~for~~is ~~doubtful~~as ~~accounts~~follows:

Balance as of January 1, 2022	$	1,241
	December 31, 2024		December 31, 2023
Provision for doubtful accounts	1,296
Balance at beginning of the year	$	6,001	$	7,026
Balance as of December 31, 2022	2,537
Ending balance	$	9,864	$	6,001
Provision for doubtful accounts, net of recoveries	(927)
Write-offs charged against the allowance	(1,114)
Balance as of December 31, 2023	$	496

The Company recognizes an accounts receivable allowance based on estimates of expected credit losses. The Company estimates the total expected credit loss over the lifetime of the receivables using historical loss data and by applying a loss-rate method using relevant available information from internal and external sources, including historical write-off activity, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes in economic conditions. When certain amounts are deemed uncollectible, those balances are reserved in full.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The allowance for expected credit losses is measured on a pooled basis when similar risk characteristics exist. When assessing whether to measure certain financial assets on a pooled basis, the Company considers various risk characteristics, including the financial asset type, size and historical or expected credit loss pattern. The Company has considered customer identity, customer type and product lines and determined that further segmentation of the accounts receivable would not yield a materially different credit loss allowance. The Company only segments its receivables based on the age of the outstanding balance.

As of December 31, 2024 and 2023, the allowance for expected credit losses contains an estimate of credit losses for any outstanding invoices. The Company generally does not require any security or collateral to support its receivables.

The following table represents a roll-forward of the Company’s allowance for expected credit losses:


	Year Ended December 31,
	2024		2023
Balance as of beginning of period	$	496	$	2,537
Provision for expected credit losses	482		1,378
Recoveries	(624)		(2,305)
Write-offs charged against the allowance	(258)		(1,114)
Balance as of end of period	$	96	$	496

Contract Balances

The Company enters into contracts with its customers, which may give rise to contract assets (unbilled receivables) and contract liabilities (deferred revenue) due to timing differences between revenue recognition and billing.

Contract assets (unbilled receivables) represent amounts for which the Company has recognized revenue for contracts that have not yet been invoiced to customers where there is a remaining performance obligation. For hardware contracts, customers are billed after shipment of the hardware, with payment typically due within 45 days of the receipt of the invoice. For software contracts, customers are typically billed in advance of services on either an annual or monthly basis over the contract term. Payment is due within 30 days of the receipt of the invoice. For installation contracts, customers are billed after the service has been performed, with payment typically due within 30 days of the receipt of the invoice.

The Company recognizes contract assets (unbilled receivables) when the performance obligation precedes the invoice date, which is generally the case for the Company’s installation contracts. The Company estimates and recognizes its expected credit losses on unbilled receivables. The Company presents its contract assets (unbilled receivables) net of any expected credit losses within prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets. The opening and closing balances of contract assets (unbilled receivables) are as follows:


	December 31, 2024		December 31, 2023
Balance at beginning of the year	$	5,942	$	942
Ending balance	4,074		5,942
Change	$	(1,868)	$	5,000

The difference between the opening and closing balances of the Company’s contract assets (unbilled receivables) primarily results from timing differences between the Company’s performance and the customer’s payment as well as the number of active installation projects.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The Company records contract liabilities (deferred revenue) when the Company bills customers in advance of the performance obligations being satisfied, which is generally the case for the Company’s software contracts. The opening and closing balances of contract liabilities (deferred revenue) were as follows:


	December 31, 2024		December 31, 2023
Balance at beginning of the year	$	39,579	$	41,925
Ending balance	33,182		39,579
Change	$	(6,397)	$	(2,346)

The difference between the opening and closing balances of the Company’s contract liabilities (deferred revenue) primarily related to a shift from multi-year contracts billed upfront to contracts billed on an annual basis resulting in less deferred revenue being added upon invoice date.

The Company recognized $13.1 million and $14.1 million of prior year deferred software revenue during the years ended December 31, 2024 and 2023, respectively.

Contract liabilities (deferred revenue) consisted of the following:


	December 31, 2024		December 31, 2023
Revenue	$	14,419	$	13,056
Interest expense	(2,519)		(2,219)
Total current deferred revenue	$	11,900	$	10,837

Revenue	$	25,990	$	37,187
Interest expense	(4,708)		(8,445)
Total non-current deferred revenue	$	21,282	$	28,742

Inventories, Net

Inventories, net consist of raw materials, finished goods and ~~component~~channel ~~parts.~~inventory ~~Finished goods are manufactured by the Company or purchased from contract manufacturers~~ and ~~component suppliers. Inventories~~ are stated at the lower of cost or net realizable value with cost being determined using the average cost method. ~~The~~Finished ~~Company~~goods ~~periodically~~are ~~assesses~~purchased ~~the~~from ~~valuation~~contract ofmanufacturers ~~inventory~~ and ~~writes~~component ~~down the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, when necessary~~suppliers. AsHardware ofshipped ~~December~~to ~~31,~~channel ~~2023,~~partners ~~net~~is ~~inventories~~considered inchannel ~~excess~~inventory ofuntil ~~one~~there ~~year~~is ofevidence ~~historical~~a ~~sales~~contract ~~are~~exists ~~classified~~and ascontrol ~~other~~has ~~non-current~~passed ~~assets~~to on the ~~Consolidated Balance Sheets~~customer.

81The Company periodically assesses the valuation of inventory and writes down the value for estimated excess and obsolete inventory to their net realizable value based upon estimates of future demand and market conditions, when necessary. Net inventories in excess of one year of historical sales are classified as other non-current assets on the accompanying Consolidated Balance Sheets. Inventory on hand that exceeds a three year forecasted sales projection is recorded as an excess and obsolete inventory reserve. This reserve is comprised of inventory greater than the amount that can be used to meet future needs (excess) or for which the product is outdated or otherwise not expected to be sold (obsolete).

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are recorded at cost and primarily consist of insurance receivables, prepaid inventory, unbilled receivables and other various payments that the Company has made in advance for goods or services to be received in the future.

Insurance receivables are collected from third-party insurance providers for covered litigation matters once applicable retentions or deductibles have been satisfied. Prepaid inventory charges are incurred to secure the production of inventory prior to delivery. Upon delivery of the inventory, these amounts are reclassified from prepaid inventory to the appropriate inventory accounts on the accompanying Consolidated Balance Sheets. Unbilled receivables are recognized when the Company (i) provisions software access, (ii) provides services or (iii) ships hardware, in each case in advance of billing.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Hardware shipped to channel partners is considered channel inventory until there is evidence a contract exists and control has passed to the customer. Channel inventory is included within inventory, net on the Consolidated Balance Sheets. Channel inventory is stated at the lower of cost or net realizable value with cost being determined using the average cost method.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:

						Useful lifein years
Office furniture						5
Computers and equipment						3 - 5
Vehicles						5
Leasehold improvements						10

The Company capitalizes the cost of pre-production tooling that it owns. Pre-production tooling that the Company will not own or that will not be used in producing products under long-term supply arrangements, including the related engineering costs, is expensed as incurred.

Internally -Developed Software, Net

The Company capitalizes certain development costs incurred in connection with its internally-developed software (including specific software upgrades and enhancements when it is probable the expenditures will result in additional features and functionality). These capitalized costs are primarily related to software that is hosted by the Company and the firmware in the Company’s devices. Costs incurred in the preliminary stages of development are expensed as incurred. Once a project has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing, at which time amortization of the capitalized software begins. The Company also capitalizes costs related to specific software upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Internally-developed software is amortized on a straight-line basis over its estimated useful life, generally three to five years.

When the Company determines that a planned feature is discontinued or will not be implemented, costs are expensed. Maintenance costs are also expensed as incurred.

Goodwill

Goodwill represents the excess of purchase consideration over the fair value of identifiable net assets acquired in a business combination. AsThe Company evaluates goodwill for impairment annually, as of December 31, ~~2023~~of each year, ~~the~~or ~~Consolidated~~more ~~Balance~~frequently ~~Sheet~~whenever ~~includes~~events ~~$25~~or circumstances make it more likely than not that an impairment may have occurred.3 ~~million~~These events or circumstances could include a significant change in ~~goodwill~~general economic conditions, ~~entirely~~deterioration ~~from~~in industry environment, changes in cost factors, declining operating performance indicators, legal factors, competition, customer engagement, changes in the ~~HDW~~carrying ~~Acquisition~~amount of net assets, sale or disposition of a significant portion of a reporting unit or a sustained decrease in stock price. Operating as a single reporting unit, the Company’s entire goodwill balance is subject to this assessment.

Impairment Testing

Goodwill is assessed for impairment annually, as of December 31 of each year, or more frequently if indicators arise. Operating as a single reporting unit, the Company’s entire goodwill balance is subject to this assessment.

Fair Value Determination

According to Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”), the fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Quoted market prices in active markets are typically the best evidence of fair value and shall be used as the basis for the measurement, if available. The Company and a third-party valuation specialist collectively concluded the ~~appropriate~~income valuation approach ~~was~~(discounted acash ~~combination~~flow ofmethod) was the ~~income~~appropriate ~~and market approaches~~methodology.

~~The~~To ~~Company engaged third-party valuation specialists to~~ determine the reporting unit’s fair value, ~~using both income and market approaches,~~ per ASC 820, Fair Value Measurement (“ASC 820”)., ~~The~~the valuation ~~methodologies~~specialist ~~applied~~considered ~~consider~~ both entity-specific and observable market information under the fair value hierarchy in ASC 820, and changes in, or additions to, available information may affect the assumptions the Company ~~uses~~used in estimating fair value. The ~~Company’s~~ analysis relied on significant assumptions, including: expected future revenue growth rates, profit margins, discount rate, terminal growth rate, and the selection of guideline public companies ~~and selected guideline public company revenue multiples~~. The analysis was performed ~~retrospectively as of December 31, 2023,~~ leveraging inputs that were both known and knowable as of such date.

8277

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

~~Impairment~~At ~~Test~~December 31, ~~Results~~2024 and December 31, 2023, the Company had $30.2 million and $25.3 million of goodwill, respectively, and $2.6 million and $4.8 million of intangible assets, net, respectively, on the accompanying Consolidated Balance Sheets. The HDW Acquisition, Property Management Acquisitions and HelloTech Merger resulted in the recognition of intangible assets, primarily consisting of developed technology, customer relationships, trade names and goodwill, on the accompanying Consolidated Balance Sheets. The purchase price of each transaction was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates. Significant assumptions used in valuing the identifiable intangible assets included projected revenue growth rates, expected profitability and appropriate discount rates. The excess of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Goodwill represents, in part, the value of expected synergies between the combined operations and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

~~The~~2024 ~~quantitative~~Goodwill assessment, equally weighting the income and market approaches, estimated the Company’s fair value at $204.0 million, exceeding the carrying value of $169.1 million by $34.9 million, or 20.6%. Consequently, no goodwill impairment was recorded as of December 31, 2023.Analysis

~~The~~In conducting the annual impairment test of goodwill, the Company performed a ~~sensitivity~~quantitative ~~analysis~~assessment bybefore ~~adjusting~~considering ~~key~~qualitative ~~assumptions~~factors. inTo determine the ~~analysis~~fair value, ~~reducing~~ the ~~terminal~~estimated ~~growth~~fair ~~rate~~value ~~from~~(“Equity 3%FV”) tois 2%calculated ~~and~~as ~~lowering~~ the ~~guideline~~Company’s ~~public~~business ~~company~~enterprise ~~multiples~~value ~~from~~(“BEV”), ~~0.40x~~as ~~next~~determined ~~fiscal~~using ~~year~~an income based valuation methodology, plus (~~“NFY”~~i) ~~revenue~~cash and ~~0.30x~~marketable ~~NFY+1~~securities, ~~revenue~~less to(ii) ~~0.30x~~debt, ~~and~~plus ~~0.20x~~(iii) non-operating assets, ~~respectively~~net. ~~The~~To ~~sensitivity~~assess ~~analysis,~~the ~~while~~validity ~~not~~of ~~predictive~~a incompany’s ~~nature~~BEV, ~~indicated~~ASC 350 recommends a ~~fair~~reconciliation to market capitalization value, net of ~~$192~~net cash (“Market BEV”).5 ~~million~~However, ~~exceeding~~the Company’s Market BEV is impacted by the ~~carrying~~low ~~value~~trading volumes and price volatility of the Company’s common stock, which was trading on the OTC Expert Market as of the valuation date, compounded by ~~$23~~the lack of available public information due to the Company’s non-current filing status.4 ~~million~~As a result, orthe ~~14%~~Company’s Market BEV is negative. Therefore, ~~confirming~~the noCompany ~~goodwill~~does ~~impairment~~not asbelieve a reconciliation of ~~December~~Market ~~31,~~BEV ~~2023~~to BEV would provide meaningful information.

~~Intangible~~The ~~Assets~~Company considered various other metrics to assess the validity of its BEV calculation and selected the Company’s cash position, net of debt (“Net Cash Position”), which the Company believes a market participant would view as an appropriate benchmarking metric. The Company conducted an analysis of the financial projections used in the calculation of BEV.

~~Intangible~~This ~~assets~~fair ~~are~~value ~~recorded~~analysis atrequires ~~their~~significant ~~estimated~~assumptions, ~~fair~~as ~~value~~noted atabove. ~~the~~The ~~date~~Company ofbelieves ~~acquisition~~the assumptions and estimates made in the above-discussed impairment test are ~~amortized~~reasonable ~~over~~and ~~their~~appropriate. ~~estimated~~Different ~~useful~~assumptions ~~lives~~and ~~using~~estimates, however, could materially impact the ~~straight-line~~Company’s ~~method~~financial results, and accordingly, Equity FV. ~~Intangible~~For ~~assets~~instance, ~~consisted~~different ofassumptions regarding the ~~following~~Company’s anticipated performance could result in an impairment charge, which ~~are~~would ~~included~~decrease ~~within~~operating ~~other~~income ~~non-current~~and ~~assets~~result in lower asset values on the accompanying Consolidated Balance Sheets:.

	December 31, 2023		December 31, 2022
Domain names	$	1,634	$	318
Patents	37		37
Licenses	4		4
Developed technology	3,795		—
Intangible assets	5,470		359
Less: accumulated amortization	(679)		(226)
Total intangible assets, net	$	4,791	$	133

As of December 31, 2024, the Company determined its BEV was $68.5 million and its Equity FV was $135.7 million, which exceeded the carrying value of $111.2 million by $24.5 million, or 22.1%, indicating that no impairment was necessary as of December 31, 2024.

~~Total~~To ~~amortization~~further ~~expense~~assess ~~related~~the toconsistency ~~intangible~~of ~~assets~~the ~~was~~Company’s ~~$0.5~~BEV ~~million~~calculation with market participant expectations, $0the Company conducted an analysis of the financial projections used in the calculation of BEV.2 ~~million~~As part of this analysis, the Company’s projected annual revenue growth was significantly reduced and $0profit margins were adjusted to reflect the inter-quartile range of guideline public companies.1 ~~million~~This ~~for~~analysis supported the ~~years~~conclusion ~~ended~~that ~~December 31,~~Company-specific ~~2023,~~risks ~~2022~~were ~~and~~appropriately ~~2021,~~addressed ~~respectively~~by the Company’s BEV calculation. ~~Total~~The ~~intangible~~adjusted ~~impairment~~BEV ~~expense~~produced by this analysis was ~~zero,~~in line with the above-referenced BEV of $068.5 million, ~~and~~further ~~zero~~supporting ~~for~~ the ~~years~~Company’s ~~ended~~conclusions ~~December~~that ~~31,~~Equity ~~2023,~~FV ~~2022~~exceeded ~~and~~the ~~2021,~~carrying ~~respectively,~~value ~~and~~of ~~included~~equity inas ~~general~~of ~~and~~December ~~administrative~~31, ~~expense~~2024 onand ~~the~~that ~~Consolidated~~no ~~Statement~~impairment ofexisted ~~Operations~~as ~~and~~of ~~Comprehensive~~such ~~Loss~~date.

2023 Goodwill Analysis

In conducting the annual impairment test of goodwill as of December 31, 2023, the Company determined its Equity FV to be $204.0 million, which exceeded the carrying value of $169.1 million by $34.9 million, or 20.6%. Because the Equity FV exceeded the carrying value, no impairment was recorded as of December 31, 2023.

The Company performed a reconciliation of the Company’s market capitalization to its implied total equity value and determined that the Company’s market capitalization as of December 31, 2023 was $118.1 million, which is approximately 73% less than the Equity FV of $204.0 million. The Company attributes this significant difference to various factors,

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

including low trading volume, stock price volatility, net cash position as of the measurement date and the lack of information available to the public due to the Company’s non-current filing status.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, in which the purchase price is allocated to the assets acquired and liabilities assumed and recorded at their estimated fair values at the date of acquisition. Management is required to make significant assumptions and estimates in determining the fair value of the assets acquired, particularly the intangible assets. Purchased intangible assets are primarily comprised of acquired trade names and customer relationships that are recorded at fair value at the date of acquisition. The Company utilizes third-party valuation specialists to assist it in the determination of the fair value of the intangibles. The fair value of acquired trade names and developed technology is determined using the relief-from-royalty method, which relies on the use of estimates and assumptions about projected revenue growth rates, royalty rates and discount rates. The fair value of customer relationships is determined using the multi-period excess earnings method, which relies on the use of estimates and assumptions about projected revenue growth rates, customer attrition rates, profit margins and discount rates. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Determining the useful lives of intangible assets also requires management to make various assumptions and is inherently uncertain. There is a measurement period of up to one year in which to finalize the fair value determinations, and preliminary fair value estimates may be revised if new information is obtained during this period.

Intangible Assets, Net

Intangible assets, net are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Intangible assets are typically classified as Level 3 measurements within the fair value hierarchy.

Intangible assets, net consisted of the following:


	December 31, 2024		December 31, 2023
Developed technology	$	600	$	3,795
Domain names	2,034		1,634
Customer relationships	595		—
Patents	37		37
Non-compete	10		—
Licenses	4		4
Intangible assets	3,280		5,470
Less: accumulated amortization	(696)		(679)
Total intangible assets, net	$	2,584	$	4,791

Total amortization expense related to intangible assets was $1.0 million and $0.5 million for the years ended December 31, 2024 and 2023, respectively.

The estimated useful life of the intangible assets is as follows:

						Useful life in years
Developed technology						6 - 10
Domain names						3 - 13
Customer relationships						15 - 20
Patents						12
Non-compete						3
Licenses						5
Developed technology						6

~~Leases~~The Company performed an impairment test for the year ended December 31, 2024. As a result of this impairment test, the Company concluded that the carrying value of the James ride sharing application, which the Company acquired in connection

On January 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) (“ASC 842”) using a modified retrospective approach recording a cumulative-effect adjustment to retained earnings. The Company elected to adopt the practical expedients that permit it to combine lease and non-lease components for all lease contracts and also elected not to recognize right-of-use (“ROU”) assets and lease liabilities for leases with terms of 12 months or less. 79

ASC 842 requires that leases be evaluated and classified as operating or finance leases for financial reporting purposes. The lease liability is calculated as the present value of the remaining future lease payments over the lease term, including reasonably assured renewal options. The discount rates used in valuing the Company’s leases are not readily determinable and are based on the Company’s incremental borrowing rate (“IBR”) on a fully collateralized basis. In calculating its IBR, the Company considers observed debt rates and the significant financing component of longer-term software contracts.

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Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

~~In accordance~~ with ~~ASC 842,~~ the ~~Company~~HDW ~~determined~~Acquisition, ~~the~~exceeded ~~initial classification and measurement of~~ its ~~right-of-use~~estimated ~~assets~~fair ~~and lease liabilities at the lease commencement date and thereafter~~value. The ~~lease~~Company ~~terms~~recorded ~~include~~a ~~any~~non-cash ~~renewal~~impairment ~~options~~charge ~~and~~of ~~termination~~$2.8 ~~options~~million, ~~that~~which ~~the~~was ~~Company~~included isin ~~reasonably~~impairment ~~assured~~of tointangible ~~exercise~~assets, ifnet ~~applicable.~~on ~~The~~the ~~present~~accompanying ~~value~~Consolidated Statements of ~~lease~~Operations ~~payments~~and isComprehensive ~~determined~~Loss byfor ~~using~~ the ~~implicit~~year ~~interest~~ended ~~rate in the lease~~December 31, if2024. ~~that~~The ~~rate~~charge iswas ~~readily~~primarily ~~determinable;~~driven ~~otherwise,~~by ~~the~~a ~~Company~~decline ~~develops~~in anprojected ~~IBR~~revenues ~~based~~as ona ~~the~~result ~~information~~of ~~available at~~ the ~~commencement~~change ~~date~~ in ~~determining~~strategy ~~the~~following ~~present value of~~ the ~~future~~HelloTech ~~payments~~Merger.

~~The~~Total ~~Company~~intangible ~~determines~~impairment ifexpense anwas ~~arrangement~~zero ~~contains~~for ~~a lease at~~ the ~~inception~~year ofended ~~the arrangement. As part of the lease determination process~~December 31, the Company assesses several factors, including, but not limited to, whether there is a right to control and direct the use of the asset and whether the other party has a substantive substitution right2023. ~~As the Company’s leases generally do not have identical or nearly identical contract provisions, the Company accounts for each of its leases at the contract level.~~

The Company has made the policy election to not separate lease and non-lease components for any of its leases within its existing classes of assets. The Company will evaluate this election for any new leases involving a new underlying class of asset. The Company has also made the policy election to not recognize a lease liability or an ROU asset for any leases with a term of 12 months or less. These lease payments are recognized on a straight-line basis over the lease term. Leases

The Company accounts for its leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Lease Accounting (“ASC 842”). ASC 842 requires that leases be evaluated and classified as operating or finance leases for financial reporting purposes. The Company did not have any finance leases or subleases as of December 31, 2024 and 2023.

The Company determines if an arrangement contains a lease at contract inception. As part of the lease determination process, the Company assesses several factors, including, but not limited to, whether there is a right to control and direct the use of the asset and whether the other party has a substantive substitution right. As the Company’s leases generally do not have identical or nearly identical contract provisions, the Company accounts for each of its leases at the contract level.

The Company recognizes a right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter. ROU assets represent the right to use an underlying asset for the term of the lease, and lease liabilities represent the obligation to make lease payments throughout the term of the lease. The lease terms include any renewal options and termination options that the Company is reasonably assured to exercise, if applicable.

The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of future payments for those leases. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the ROU asset in a similar economic environment. IBR therefore reflects what the Company “would have to pay,” which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. In calculating its IBR, the Company considers observed debt rates and the significant financing component of longer-term software contracts. The Company’s leases are generally not sensitive to changes in IBR due to their relatively short terms.

ROU assets resulting from operating leases are recorded within other non-current assets, and lease liabilities from operating leases are recorded within current liabilities and non-current liabilities, on the accompanying Consolidated Balance Sheets. The lease liability is calculated as the present value of the remaining future lease payments over the lease term, including reasonably assured renewal options.

The Company has made the policy election to not separate lease and non-lease components for any of its leases within its existing classes of assets. The Company will evaluate this election for any new leases involving a new underlying class of asset. The Company has also made the policy election to not recognize a lease liability or ROU asset for any leases with a term of 12 months or less. These lease payments are recognized on a straight-line basis over the lease term.

The Company has evaluated lease renewal options on a contract-by-contract basis to determine whether specific circumstances would result in the conclusion that any options are reasonably certain to be exercised. Generally, the Company does not enter into lease arrangements where the option to renew or terminate a lease is controlled by the lessor.

~~The~~Rent ~~Company~~expense ~~cannot readily determine the interest rate implicit in leases where it~~ is ~~the~~allocated ~~lessee.~~among Ascost ~~such, it uses its IBR to measure lease liabilities. The IBR is the rate~~ of ~~interest~~revenue, ~~that~~research ~~the~~and ~~Company~~development, ~~would~~sales ~~have~~and ~~to pay to borrow over a similar term~~marketing, and ~~with~~general aand ~~similar security~~administrative, ~~the~~based ~~funds~~on ~~necessary to obtain an asset of comparable value to~~ the ~~ROU~~use asset in a similar economic environment. IBR therefore reflects what the Company “would have to pay,” which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the ~~lease.~~underlying ~~The~~leased ~~Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates~~property. ~~The Company’s leases are generally not sensitive to changes in IBR due to their relatively short terms.~~

ROU assets represent the right to use an underlying asset for the term of the lease, and lease liabilities represent the obligation to make lease payments throughout the term of the lease. ROU assets and lease liabilities are recognized as of the commencement date of the lease based on the present value of contractual lease payments due over the term of the lease. The Company uses an incremental borrowing rate to determine the present value of the lease payments, as the leases do not state the rate implicit in the lease.

ROU assets resulting from operating leases are recorded within other non-current assets, and lease liabilities from operating leases are recorded within current liabilities and non-current liabilities, on the Consolidated Balance Sheets. The Company did not have any finance leases or subleases as of December 31, 2023 and 2022.

Rent expense is allocated among cost of revenue, research and development, sales and marketing, and general and administrative, based on headcount and the use of the underlying leased property.

Revenue Recognition

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identify contracts with customers; (ii) identify performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606 and its related amendments (collectively known as ASC 606, Revenue from Contracts with Customers). Revenues are recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues from three primary sources: (1) sales of hardware devices, (2) licenses of software products and (3) installation services related to the hardware devices.

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Table of Contents

Latch, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues from three primary sources: (1) sales of hardware devices, (2) licenses of software products, and (3) professional services.

Performance Obligations

The Company enters into contracts that contain multiple distinct performance obligations: hardware, software and ~~installation~~professional services. The hardware performance obligation ~~includes~~is the delivery of hardware,. ~~the~~The software performance obligation allows the customer access to the software during the contracted-use term when the promised service is transferred to the customer. ~~and~~The ~~the~~professional ~~installation~~ services obligation includes the ~~delivery of~~ activation and installation of hardware, the ~~hardware~~performance of services by independent technicians through the HelloTech platform and DPM’s performance of property management services. The Company has determined that the hardware, software and ~~installation~~professional services are individual distinct performance obligations because they can be and generally are sold by the Company on a standalone basis, and because other vendors sell similar technologies and services on a standalone basis.

For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the good or service separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions, historical pricing data and internal pricing guidelines related to the performance obligations. The Company then allocates the transaction price among those obligations based on the estimation of standalone selling price. ~~For~~The ~~software~~transaction ~~revenue,~~price is determined within the ~~Company~~terms ~~estimates~~of the ~~transaction~~contract. ~~price,~~Historically ~~including~~for ~~variable~~software ~~consideration~~revenue, at the ~~commencement~~Company ofdetermined ~~the~~a ~~contract~~significant ~~and~~financing ~~recognizes~~component ~~revenue~~exists, ~~over~~as ~~the~~described ~~contract term~~below.

Hardware

The Company generates hardware revenue primarily from the sale of its portfolio of devices. The Company sells hardware to customers, which include real estate developers, builders, building owners and property managers, directly or through its channel partners, who act as intermediaries, installers or wholesalers. The Company recognizes hardware revenue when there is evidence a contract exists and control has been transferred to the customer. The Company has determined that control transfers to a customer when hardware is shipped, as the Company’s standard delivery terms are Free on Board (“FOB”) Shipping Point. Certain customers may request FOB Destination, in which case control transfers to the customer upon delivery to the requested destination.

The Company generally provides warranties th

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