Grant & Eisenhofer P.A., Fishman Haygood, L.L.P., and Bragar Eagel & Squire, P.C. Announce a Supplemental Corrected Summary Notice for the Proposed Settlement and Class Action for In Re TS Innovation Acquisitions Sponsor, LLC Stockholder Litigation

WILMINGTON, Del., April 21, 2025 /PRNewswire/ -- 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUPPLEMENTAL CORRECTED SUMMARY NOTICE OF CLAIMS
PROCESS AND PLAN OF ALLOCATION

PLEASE BE ADVISED THAT THE SUMMARY NOTICE PREVIOUSLY PUBLISHED IN THIS CLASS ACTION HAS BEEN SUPPLEMENTED TO CORRECT THE PRIOR DESCRIPTION OF THE CLAIMS PROCESS, WHICH STATED THAT YOU DID NOT NEED TO SUBMIT A CLAIM TO ENSURE MAXIMUM RECOVERY.  UNDER THE PLAN OF ALLOCATION, YOU MUST SUBMIT A PROOF OF CLAIM IN ORDER TO RECEIVE MAXIMUM RECOVERY UNDER THE SETTLEMENT.

TO ENSURE MAXIMUM RECOVERY IN THIS ACTION, YOU MUST SUBMIT A PROOF OF CLAIM BY MAIL OR ELECTRONICALLY AT www.LatchStockholderSettlement.com BY NO LATER THAN JULY 14, 2025.

Please be advised that the summary notice previously provided in this class action has been supplemented as set forth herein as per order of the Delaware Court of Chancery.  As a result of the Court's Order, the Plan of Allocation has been modified as described herein.  While the previously provided summary notice stated that Eligible Settlement Class Members did not need to submit a proof of claim to ensure maximum recovery under the Settlement, Eligible Settlement Class Members do need to submit a Proof of Claim in order to be eligible to receive maximum recovery.  This Supplemental Corrected Summary Notice corrects the previous summary notice in that regard to make sure that you know to submit a proof of claim if you want to receive maximum recovery.

TO:   All record and beneficial holders of Eligible Shares (defined as shares of TSIA Common Stock owned by Settlement Class Members immediately after the Redemption Deadline (June 1, 2021 at 5:00 pm EST) that were not submitted for redemption in connection with the Merger), whether held as separate shares of Common Stock or as part of Public Units, who held such shares between the close of business on May 11, 2021 (the "Record Date") and June 4, 2021 (the "Closing") (the "Class Period"), and their successors in interest, but excluding (i) (a) Defendants; (b) members of the immediate family of any Individual Defendant; (c) any person who was a manager or managing member of any TS Defendant during the Class Period and any members of their immediate family; (d) any parent, subsidiary, or affiliate of a TS Defendant; (e) any entity in which any Defendant or any other excluded person or entity has, or had during the Class Period, a controlling interest; and (f) the legal representatives, agents, affiliates, heirs, estates, successors, or assigns of any such excluded persons or entities; and (ii) (a) the Company; and (b) any person who was an officer or director of the Company during the Class Period and any members of their immediate family.  For the avoidance of doubt, the Settlement Class does not include holders of TSIA securities other than Common Stock, including warrants (the "Settlement Class").¹

PLEASE READ THIS SUPPLEMENTAL CORRECTED SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the claims process and plan of allocation for the proposed settlement in the above-captioned stockholder class action (the "Action") have been modified.

YOU ARE ALSO NOTIFIED that the Court held the previously noticed hearing concerning the fairness, reasonableness, and adequacy of the proposed Settlement and the application by Class Counsel for a Fee and Expense Award and Incentive Awards in connection with the Settlement on March 27, 2025 (the "Fairness Hearing").  At the Fairness Hearing, the Court expressed its opinion that the financial terms of the Settlement were adequate but directed Plaintiffs to provide this Supplemental Corrected Summary Notice explaining the Revised Plan of Allocation and the requirement that Settlement Class members submit a Proof of Claim form in order to maximize their potential recovery.  

The issuance of this Supplemental Corrected Summary Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement.  If the Court approves the Settlement, then payments to eligible Settlement Class Members will be made after any appeals are resolved.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed in accordance with the terms of the Revised Plan of Allocation included in the Supplemental Corrected Notice delivered to stockholders.  

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Supplemental Corrected Notice, you may obtain a copy of the Supplemental Corrected Notice by contacting the Settlement Administrator at TSIA Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 173041, Milwaukee, WI 53217, 866-217-4469, [email protected].  A copy of the Supplemental Corrected Notice can also be downloaded from the Settlement website, www.LatchStockholderSettlement.com.

Pursuant to the Revised Plan of Allocation, each Eligible Settlement Class Member will be eligible to receive a distribution from the Net Settlement Fund subject to the following conditions. 

1. A "Recognized Claim" will be calculated for each share of TSIA Class A common stock held by an Eligible Settlement Class Member at the close of the market on June 1, 2021, that was not redeemed in connection with the Merger.  For the avoidance of doubt, there will be no Recognized Claim for any share of TSIA Class A common stock redeemed in connection with the closing of the Merger.  A Recognized Claim shall have two components:

(a) Nominal Damages:  Regardless of whether a Proof of Claim and Release is submitted, for each share of TSIA Class A common stock held by an Eligible Settlement Class Member at the close of the market on June 1, 2021, each Eligible Settlement Class Member shall receive nominal damages in the amount of $0.10 per Eligible Share ("Nominal Damages").

(b) Proof of Claim:  For Each Eligible Share held by an Eligible Settlement Class Member at the close of the market on June 1, 2021, that was not redeemed in connection with the Merger and is listed on the Proof of Claim and Release and for which adequate documentation is provided to the Settlement Administrator, payments will be calculated as follows:

(i) For each Eligible Share sold between the close of the market on June 4, 2021, and the close of the market on November 29, 2024, at a price below $10.00, the Recognized Claim component pursuant to this subsection (b) for each such share shall be the Redemption Price of $10.00 minus the sale price.

(ii) If any Eligible Share was sold at a price of $10.00 or greater, the Recognized Claim component pursuant to this subsection (b) for each such share shall be zero.

(iii) For each Eligible Share held as of the close of the market on November 29, 2024, the Recognized Claim component pursuant to this subsection (b) for each such share shall be $9.83, calculated as the Redemption Price of $10.00 minus $0.17 (the closing stock price of Latch, Inc. on this date rounded to the nearest cent).

To the extent that the calculation of an Eligible Settlement Class Member's Recognized Claim pursuant to this subsection (b) results in a negative number, that number shall be set to zero.

The Net Settlement Fund will be distributed to Eligible Settlement Class Members on a pro rata basis based on the relative size of their Recognized Claims.  Specifically, a "Distribution Amount" will be calculated for each Eligible Settlement Class Member, which will be the sum of the (1) Nominal Damages, and, as applicable (2) the Eligible Settlement Class Member's Recognized Claim component calculated pursuant to subsection (b) herein divided by the total Recognized Claim components claimed for all Eligible Settlement Class Members pursuant to subsection (b) herein, multiplied by the total amount in the Net Settlement Fund after allocation of all Nominal Damages.  If any Eligible Settlement Class Member's Distribution Amount calculates to less than $10.00, it will not be included in the calculation, and no distribution will be made to that Eligible Settlement Class Member; however, they will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

2. If the sum total of Nominal Damages and Recognized Claims of all Eligible Settlement Class Members who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each Eligible Settlement Class Member shall receive their pro rata share of the Net Settlement Fund.  If the Net Settlement Fund exceeds the sum total amount of the Nominal Damages and Recognized Claims of all Eligible Class Members entitled to receive payment out of the Net Settlement Fund, the excess amount in the Net Settlement Fund shall be distributed pro rata to all Eligible Settlement Class Members entitled to receive payment pursuant to subsection (b) of this section of the Plan.  Defendants shall not have a reversionary interest in the Net Settlement Fund.

3. The Supplemental Corrected Notice explains in further detail at paragraphs 18-26 additional provisions of the Revised Plan of Allocation concerning claims eligibility and distribution of funds.

Please do not contact the Court or the Office of the Register in Chancery regarding this Supplemental Corrected Summary Notice.  All questions about this Supplemental Corrected Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs' Counsel.

Requests for the Supplemental Corrected Notice should be made to the Settlement Administrator:

Latch Stockholders Litigation
c/o A.B. Data, Ltd.
P.O. Box 173041
Milwaukee, WI 53217
Telephone: 866-217-4469
Email: [email protected]
Website: www.LatchStockholderSettlement.com

Inquiries, other than requests for the Supplemental Corrected Notice, should be made to Plaintiff's Counsel:

Kelly L. Tucker
Grant & Eisenhofer P.A.
123 Justison Street
Wilmington, DE  19801
Telephone: (302) 622-7000
Email: [email protected]

Kaja S. Elmer
Fishman Haygood, L.L.P.
201 St. Charles Avenue, Suite 4600
New Orleans, LA  70170
Telephone: (504) 586-5252
Email: [email protected]

Lawrence P. Eagel
Bragar Eagel & Squire, P.C.
810 7th Avenue, Suite 620
New York, NY  10019
Telephone: (212) 308-5858
Email: [email protected]

BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE:

Dated: April 14, 2025

Source:
Grant & Eisenhofer P.A.
Fishman Haygood, L.L.P.
Bragar Eagel & Squire, P.C.

¹ Any capitalized terms used in this Supplemental Corrected Summary Notice that are not otherwise defined herein shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiffs, Defendants, and the Company, dated December 2, 2024 (the "Stipulation").  Copies of the Stipulation and other related documents are available at the Settlement website, www.LatchStockholderSettlement.com.

SOURCE Grant & Eisenhofer P.A., Fishman Haygood, L.L.P., and Bragar Eagel & Squire, P.C.