Common use of Dividend Policy Clause in Contracts

Dividend Policy. TSIA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Historical market price for Latch’s capital stock is not provided because there is no public market for Latch’s capital stock. See “Latch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of TSIA and Latch. These statements are based on the beliefs and assumptions of the management of TSIA and Latch. Although ▇▇▇▇ and ▇▇▇▇▇ believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ▇▇▇▇ nor Latch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, 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 may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of TSIA and Latch prior to the Business Combination, and the Post- Combination Company following the Business Combination, to: • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • retain and hire necessary employees; • attract, train and retain effective officers, key employees or directors; • enhance future operating and financial results; • comply with laws and regulations applicable to its business; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • successfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the listing on, or the delisting of TSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the debt market; and • successfully deploy the proceeds from the Business Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • 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; • the impact of the COVID-19 pandemic on the financial condition and results of operations of TSIA and Latch; and • any defects in new products or enhancements to existing products. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can TSIA or Latch assess the impact of all such risk factors on the business of TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to TSIA or Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of TSIA or Latch, as applicable, on the relevant subject. These statements are based upon information available to TSIA or Latch, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that TSIA or Latch, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Dividend Policy. TSIA Software Acquisition Group has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combinationmerger. The payment of cash dividends in the future will be dependent upon the Post-Combination CompanyNew CuriosityStream’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combinationmerger. The payment of any cash dividends subsequent to the Business Combination merger will be within the discretion of the Post-Combination CompanyNew CuriosityStream’s board of directors at such time. The Post-Combination CompanyNew CuriosityStream’s ability to declare dividends may will also be limited by restrictive covenants pursuant to any debt financing agreementsfinancing. Historical market price information for LatchCuriosityStream’s capital stock is not provided because there is no public market for LatchCuriosityStream’s capital stock. See “LatchCuriosityStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This proxy statement/prospectus statement includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of TSIA Software Acquisition Group and LatchCuriosityStream. These statements are based on the beliefs and assumptions of the management of TSIA Software Acquisition Group and LatchCuriosityStream. Although ▇▇▇▇ Software Acquisition Group and ▇▇▇▇▇ CuriosityStream believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ▇▇▇▇ Software Acquisition Group nor Latch CuriosityStream can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, 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 may be preceded by, followed by or include the words “believes”, ,” “estimates”, ,” “expects”, ,” “projects”, ,” “forecasts”, ,” “may”, “might”, ,” “will”, ,” “should”, ,” “seeks”, ,” “plans”, ,” “scheduled”, “possible”, ,” “anticipates,” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus statement include, but are not limited to, statements about the ability of TSIA Software Acquisition Group and Latch CuriosityStream prior to the Business Combinationmerger, and the Post- Combination Company New CuriosityStream following the Business Combinationmerger, to: • execute anticipate the impact of the COVID-19 pandemic and its effect on business strategyand financial conditions; • meet the closing conditions to the merger, including monetization approval by stockholders of services provided Software Acquisition Group on the expected terms and expansions schedule; • realize the benefits expected from the proposed merger; • attract and retain sponsors; • effectively market for online sponsorship; • anticipate trends in video consumption; • significantly increase its subscriber base and into retain subscribers; • increase its subscriber hours • compete for subscribers and sponsorship spending with other content services; • continue operating under existing laws and new lines of businesslicensing regimes; • license content at favorable rates; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination retain and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the businesshire necessary employees; • increase brand awareness; • develop, design, expand its ecosystem with third-party and sell services that are differentiated from those of competitors; • anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • retain and hire necessary employeesproprietary devices; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; • maintain the listing on, or the delisting of Software Acquisition Group’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • meet international and education market expansion plans; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • negotiate content agreements; • anticipate the significance and timing of contractual obligations; • attain content despite continued consolidation of distribution customers and production studios; • effectively invest in content and marketing, including investments in original programming; • maintain key strategic relationships with partners and distributors; • anticipate member viewing patterns and other uncertainties associated with product and service development and market acceptance; • respond to uncertainties associated with product and service development and market acceptance; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the listing on, or the delisting of TSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the debt market; and • successfully deploy the proceeds from the Business Combinationmerger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of TSIA Software Acquisition Group and Latch CuriosityStream prior to the Business Combinationmerger, and the Post-Combination Company New CuriosityStream following the Business Combinationmerger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptionsmerger; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • risks of the internet, e-commerce and filmed entertainment industry, including risks of and publicity surrounding the sales, subscriber origination and retention process; • the highly competitive nature of the internet, e-commerce and filmed entertainment industry promotional activity by competitors; • litigation, complaints, product liability claims and/or adverse publicity; • 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; • the impact of the COVID-19 pandemic on the financial condition increases and/or decreases in utility and results of operations of TSIA and Latchother energy costs, increased costs related to utility or governmental requirements; and • any defects in privacy and data protection laws, privacy or data breaches, or the loss of data. In addition, the origination and retention of new products or enhancements subscribers will depend on various factors, including, but not limited to, market availability, subscriber interest, the availability of suitable components, the negotiation of acceptable contract terms with subscribers, local permitting, licensing and regulatory compliance and the ability of CuriosityStream prior to existing productsthe merger, and New CuriosityStream following the merger, to manage anticipated expansion and to hire, train and retain personnel, the financial viability of customers and general economic conditions. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus statement describe additional factors that could adversely affect the business, financial condition or results of operations of TSIA Software Acquisition Group and Latch CuriosityStream prior to the Business Combinationmerger, and the Post-Combination Company New CuriosityStream following the Business Combinationmerger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can TSIA Software Acquisition Group or Latch CuriosityStream assess the impact of all such risk factors on the business of TSIA Software Acquisition Group and Latch CuriosityStream prior to the Business Combinationmerger, and the Post-Combination Company New CuriosityStream following the Business Combinationmerger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to TSIA Software Acquisition Group or Latch CuriosityStream or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA Software Acquisition Group and Latch CuriosityStream prior to the Business Combinationmerger, and the Post-Combination Company New CuriosityStream following the Business Combinationmerger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of TSIA Software Acquisition Group or LatchCuriosityStream, as applicable, on the relevant subject. These statements are based upon information available to TSIA Software Acquisition Group or LatchCuriosityStream, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that TSIA Software Acquisition Group or LatchCuriosityStream, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement, including statements regarding subscriber acquisition costs, attrition and adoption rates, is based on the good faith estimates of CuriosityStream’s management, which in turn are based upon CuriosityStream’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While CuriosityStream is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “CuriosityStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement.

Dividend Policy. TSIA Trine has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Historical market price information for LatchDesktop Metal’s capital stock is not provided because there is no public market for LatchDesktop Metal’s capital stock. See “Latch‘‘Desktop Metal’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ’’. This proxy statement/consent solicitation statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, financial of TSIA Trine and LatchDesktop Metal. These statements are based on the beliefs and assumptions of the management of TSIA Trine and LatchDesktop Metal. Although ▇▇▇▇ Trine and ▇▇▇▇▇ Desktop Metal believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ▇▇▇▇ Trine nor Latch Desktop Metal can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, 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 may be preceded by, followed by or include the words “‘‘believes”’’, “‘‘estimates”’’, “‘‘expects”’’, “‘‘projects”’’, “‘‘forecasts”’’, “‘‘may”’’, “might”‘‘will’’, “will”‘‘should’’, “should”‘‘seeks’’, “seeks”‘‘plans’’, “plans”‘‘scheduled’’, “scheduled”, “possible”, “‘‘anticipates” ’’ or “‘‘intends” ’’ or similar expressions. Forward-looking statements contained in this proxy statement/consent solicitation statement/prospectus include, but are not limited to, statements about the ability of TSIA Trine and Latch Desktop Metal prior to the Business Combination, and the Post- Post-Combination Company following the Business Combination, to: • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and SubscriptionsCombination, including approval by stockholders of TSIA Trine and Latch Desktop Metal on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption design, produce and launch additive manufacturing systems on the planned timelines; • develop a recurring stream of our products in homes revenue through the sale of consumables and apartmentsservice contracts related to the additive manufacturing systems; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • retain and hire necessary employees; • attract, train and retain an effective officers, sales force and other key employees or directorspersonnel; • enhance future operating and financial results; • comply with laws and regulations applicable to its business; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • successfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the listing on, or the delisting of TSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the debt market; and • successfully deploy the proceeds from the Business Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “‘‘Risk Factors” ’’ and elsewhere in this proxy statement/consent solicitation statement/prospectus, could affect the future results of TSIA Trine and Latch Desktop Metal prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/consent solicitation statement/prospectus: • any delay in closing of the Business Combination or SubscriptionsCombination; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • 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; • the impact of the COVID-19 pandemic on the financial condition and results of operations of TSIA Trine and LatchDesktop Metal; • the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our new products and services and any changes in our product mix that shift too far into lower gross margin products; • increasing competition in the additive manufacturing industry; • any delays in the design, production or launch of our additive manufacturing systems; • the failure to meet customers’ expectations as to price or pricing structure; • any defects in new products or enhancements to existing products; and • disruption to the business due to our dependency on our third-party resellers, our contract manufacturers and our suppliers. These and other factors that could cause actual results to differ from those implied by the forward-forward- looking statements in this proxy statement/consent solicitation statement/prospectus are more fully described under the heading “‘‘Risk Factors” ’’ and elsewhere in this proxy statement/consent solicitation statement/prospectus. The risks described under the heading “‘‘Risk Factors” ’’ are not exhaustive. Other sections of this proxy statement/consent solicitation statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of TSIA Trine and Latch Desktop Metal prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can TSIA Trine or Latch Desktop Metal assess the impact of all such risk factors on the business of TSIA Trine and Latch Desktop Metal prior to the Business Combination, and the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to TSIA Trine or Latch Desktop Metal or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA Trine and Latch Desktop Metal prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of TSIA Trine or LatchDesktop Metal, as applicable, on the relevant subject. These statements are based upon information available to TSIA Trine or LatchDesktop Metal, as applicable, as of the date of this proxy statement/consent solicitation statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that TSIA Trine or LatchDesktop Metal, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/consent solicitation statement/prospectus, including statements regarding market size and technology adoption rates, is based on the good faith estimates of Desktop Metal’s management, which in turn are based upon Desktop Metal’s management’s review of internal surveys, independent industry surveys and publications, including reports by ▇▇▇▇▇▇▇ Associates, Inc., Ernst & Young Global Limited, A.T. ▇▇▇▇▇▇▇, Inc. and other third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Desktop Metal is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading ‘‘Risk Factors’’ and ‘‘Desktop Metal’s Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in this proxy statement/consent solicitation statement/prospectus.

Dividend Policy. TSIA STPC has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combinationmerger. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s New ▇▇▇▇▇▇ ▇▇▇▇’▇ revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combinationmerger. The payment of any cash dividends subsequent to the Business Combination merger will be within the discretion of the Post-Combination Company’s New ▇▇▇▇▇▇ ▇▇▇▇’▇ board of directors at such time. The Post-Combination Company’s New ▇▇▇▇▇▇ ▇▇▇▇’▇ ability to declare dividends may will also be limited by restrictive covenants pursuant to any debt financing agreementsfinancing. Historical market price information for Latch’s ▇▇▇▇▇▇ ▇▇▇▇’▇ capital stock is not provided because there is no public market for Latch’s ▇▇▇▇▇▇ ▇▇▇▇’▇ capital stock. See “Latch’s ▇▇▇▇▇▇ ▇▇▇▇’▇ Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 111. This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, financial of TSIA STPC and Latch▇▇▇▇▇▇ ▇▇▇▇. These statements are based on the beliefs and assumptions of the management of TSIA STPC and Latch. Although ▇▇▇▇▇▇ ▇▇▇▇. Although STPC and ▇▇▇▇▇▇ ▇▇▇▇ believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC nor ▇▇▇▇▇▇ nor Latch ▇▇▇▇ can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, 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 may be preceded by, followed by or include the words “believes”, ,” “estimates”, ,” “expects”, ,” “projects”, ,” “forecasts”, ,” “may”, “might”, ,” “will”, ,” “should”, ,” “seeks”, ,” “plans”, ,” “scheduled”, “possible”, ,” “anticipates,” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of TSIA STPC and Latch ▇▇▇▇▇▇ ▇▇▇▇ prior to the Business Combinationmerger, and the Post- Combination Company New ▇▇▇▇▇▇ ▇▇▇▇ following the Business Combinationmerger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the coronavirus disease 2019 (“COVID-19”) COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and ▇▇▇▇▇▇ ▇▇▇▇ on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New ▇▇▇▇▇▇ ▇▇▇▇’▇ securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the listing on, or the delisting of TSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the debt market; and • successfully deploy the proceeds from the Business Combinationmerger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of TSIA STPC and Latch ▇▇▇▇▇▇ ▇▇▇▇ prior to the Business Combinationmerger, and the Post-Combination Company New ▇▇▇▇▇▇ ▇▇▇▇ following the Business Combinationmerger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptionsmerger; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • 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; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on the business, financial condition and results of operations of TSIA and Latch; and • any defects in new products or enhancements to existing products▇▇▇▇▇▇ ▇▇▇▇. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of TSIA STPC and Latch ▇▇▇▇▇▇ ▇▇▇▇ prior to the Business Combinationmerger, and the Post-Combination Company New ▇▇▇▇▇▇ ▇▇▇▇ following the Business Combinationmerger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can TSIA STPC or Latch ▇▇▇▇▇▇ ▇▇▇▇ assess the impact of all such risk factors on the business of TSIA STPC and Latch ▇▇▇▇▇▇ ▇▇▇▇ prior to the Business Combinationmerger, and the Post-Combination Company New ▇▇▇▇▇▇ ▇▇▇▇ following the Business Combinationmerger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to TSIA STPC or Latch ▇▇▇▇▇▇ ▇▇▇▇ or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA STPC and Latch ▇▇▇▇▇▇ ▇▇▇▇ prior to the Business Combinationmerger, and the Post-Combination Company New ▇▇▇▇▇▇ ▇▇▇▇ following the Business Combinationmerger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of TSIA STPC or Latch▇▇▇▇▇▇ ▇▇▇▇, as applicable, on the relevant subject. These statements are based upon information available to TSIA STPC or Latch▇▇▇▇▇▇ ▇▇▇▇, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that TSIA STPC or Latch▇▇▇▇▇▇ ▇▇▇▇, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of ▇▇▇▇▇▇ ▇▇▇▇’▇ management, which in turn are based upon ▇▇▇▇▇▇ ▇▇▇▇’▇ management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While ▇▇▇▇▇▇ ▇▇▇▇ is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “▇▇▇▇▇▇ ▇▇▇▇’▇ Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

Dividend Policy. TSIA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Historical market price for Latch’s capital stock is not provided because there is no public market for Latch’s capital stock. See “Latch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of TSIA and Latch. These statements are based on the beliefs and assumptions of the management of TSIA and Latch. Although ▇▇▇▇ and ▇▇▇▇▇ believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ▇▇▇▇ nor Latch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, 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-forward- looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of TSIA and Latch prior to the Business Combination, and the Post- Post-Combination Company following the Business Combination, to: • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • retain and hire necessary employees; • attract, train and retain effective officers, key employees or directors; • enhance future operating and financial results; • comply with laws and regulations applicable to its business; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • successfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the listing on, or the delisting of TSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the debt market; and • successfully deploy the proceeds from the Business Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • 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; • the impact of the COVID-19 pandemic on the financial condition and results of operations of TSIA and Latch; and • any defects in new products or enhancements to existing products. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can TSIA or Latch assess the impact of all such risk factors on the business of TSIA and Latch prior to the Business Combination, and the Post-Post- Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to TSIA or Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA and Latch prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of TSIA or Latch, as applicable, on the relevant subject. These statements are based upon information available to TSIA or Latch, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that TSIA or Latch, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.