Common use of Dividend Policy Clause in Contracts

Dividend Policy. We have not declared or paid any cash dividends on our common stock and presently intend to retain our future earnings, if any, to fund the development and growth of our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. CAPITALIZATION We have two authorized classes of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The following table sets forth our cash and cash equivalents and capitalization as of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paid-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equity/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the audited financial statements and related notes, each included elsewhere in this information statement. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this information statement, particularly in “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. However, the financial statements included herein may not necessarily reflect our results of operations, financial position and cash flows in the future. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customers, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki and (v) web searches. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of business through the creation of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. As a result, this separation of business lines allows us to operate effectively as a holding company and as a capital allocator to each of its separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholders.

Dividend Policy. We have Trine has not declared or paid any cash dividends on our its common stock to date and presently does not intend to retain our 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 fund completion of the development and growth Business Combination. The payment of our business and, therefore, do not anticipate paying any cash dividends in subsequent to the foreseeable future. CAPITALIZATION We have two authorized classes Business Combination will be within the discretion of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized)the Post-Combination Company’s board of directors at such time. The following table sets forth our cash Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Desktop Metal Historical market price information for Desktop Metal’s capital stock is not provided because there is no public market for Desktop Metal’s capital stock. See ‘‘Desktop Metal’s Management’s Discussion and cash equivalents Analysis of Financial Condition and capitalization as Results of [*]Operations’’. Stockholders' equity: Convertible preferred stockFORWARD-LOOKING STATEMENTS; MARKET, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paid-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equityRANKING AND OTHER INDUSTRY DATA This proxy statement/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the audited financial statements and related notes, each included elsewhere in this information consent solicitation statement. The following discussion may contain /prospectus includes forward-looking statements that reflect our regarding, among other things, the plans, estimates strategies and beliefsprospects, both business and financial of Trine and Desktop Metal. The words “believe,” “expect,” “anticipate,” “project,” These statements are based on the beliefs and similar expressionsassumptions of the management of Trine and Desktop Metal. Although Trine and Desktop Metal believe that their respective plans, among othersintentions and expectations reflected in or suggested by these forward-looking statements are reasonable, generally identify “neither Trine nor 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, are forward-looking statements,” . These statements may be preceded by, followed by or include the words ‘‘believes’’, ‘‘estimates’’, ‘‘expects’’, ‘‘projects’’, ‘‘forecasts’’, ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘seeks’’, ‘‘plans’’, ‘‘scheduled’’, ‘‘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 Trine and Desktop Metal prior to the Business Combination, and the Post-Combination Company following the Business Combination, to: • meet the closing conditions to the Business Combination, including approval by stockholders of Trine and 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; • design, produce and launch additive manufacturing systems on the planned timelines; • develop a recurring stream of revenue through the sale of consumables and service contracts related to the additive manufacturing systems; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • attract, train and retain an effective sales force and other key personnel; • enhance future operating and financial results; • comply with laws and regulations applicable to its business; • successfully defend litigation; • 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; 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 statements were made. The matters following important factors, in addition to those discussed under the heading ‘‘Risk Factors’’ and elsewhere in these this proxy statement/consent solicitation statement/prospectus, could affect the future results of Trine and 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 are subject in this proxy statement/consent solicitation statement/prospectus: • any delay in closing of the Business Combination; • risks related to risksdisruption of management’s time from ongoing business operations due to the proposed transactions; • the impact of changes in consumer spending patterns, uncertainties 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 Trine and Desktop 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- 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 Trine and 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 Trine or Desktop Metal assess the impact of all such risk factors on the business of Trine and 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 made, projected or implied contained in the any forward-looking statements. Factors that could cause All forward-looking statements attributable to Trine or contribute Desktop Metal or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Trine and Desktop Metal prior to these differences include those discussed below the Business Combination, and elsewhere in this information statementthe Post-Combination Company following the Business Combination, particularly in “Risk Factors” and “Cautionary Statement Concerning Forwardundertake no obligations to update or revise publicly any forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. Howeverlooking statements, the financial statements included herein may not necessarily reflect our results whether as a result of operationsnew information, financial position and cash flows in the future. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customersfuture events or otherwise, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki and (v) web searchesexcept as required by law. In addition, we formed statements of belief and similar statements reflect the beliefs and opinions of Trine or Desktop Metal, as applicable, on the relevant subject. These statements are based upon information available to Trine or Desktop Metal, as applicable, as of the date of this proxy statement/consent solicitation statement/prospectus, and while such party believes such information forms a partnership with Conversion Media Holdingsreasonable basis for such statements, LLCsuch information may be limited or incomplete, and statements should not be read to indicate that Trine or Desktop 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 supports its in turn are based upon Desktop Metal’s management’s review of internal surveys, independent industry surveys and publications, including reports by Xxxxxxx Associates, Inc., Ernst & Young Global Limited, A.T. Xxxxxxx, Inc. and other lines third party research and publicly available information. These data involve a number of business through the creation of content sites directed at ecommerce verticals. LS operates its partnership assumptions and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losseslimitations, and you are cautioned not to give undue weight to such estimates. While Desktop Metal is not aware of any misstatements regarding the ability industry data presented herein, its estimates involve risks and uncertainties and are subject to operate independently as separate businesses. As a resultchange 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 separation of business lines allows us to operate effectively as a holding company and as a capital allocator to each of its separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholdersproxy statement/consent solicitation statement/prospectus.

Dividend Policy. We have TSIA has not declared or paid any cash dividends on our its common stock to date and presently does not intend to retain our 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 fund completion of the development and growth Business Combination. The payment of our business and, therefore, do not anticipate paying any cash dividends in subsequent to the foreseeable future. CAPITALIZATION We have two authorized classes Business Combination will be within the discretion of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized)the Post-Combination Company’s board of directors at such time. The following table sets forth our cash Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Latch 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 cash equivalents Analysis of Financial Condition and capitalization as Results of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paidOperations.” FORWARD-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equityLOOKING STATEMENTS This proxy statement/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the audited financial statements and related notes, each included elsewhere in this information statement. The following discussion may contain prospectus includes forward-looking statements that reflect our regarding, among other things, the plans, estimates strategies and beliefsprospects, both business and financial, of TSIA and Latch. The words “believe,” “expect,” “anticipate,” “project,” These statements are based on the beliefs and similar expressionsassumptions of the management of TSIA and Latch. Although XXXX and Xxxxx believe that their respective plans, among others, generally identify “intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither XXXX 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 statements were made. The matters following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in these 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 are subject in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related to risksdisruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, uncertainties 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 made, projected or implied contained in the any forward-looking statements. Factors that could cause All forward-looking statements attributable to TSIA or contribute Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA and Latch prior to these differences include those discussed below the Business Combination, and elsewhere in this information statementthe Post-Combination Company following the Business Combination, particularly in “Risk Factors” and “Cautionary Statement Concerning Forwardundertake no obligations to update or revise publicly any forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. Howeverlooking statements, the financial statements included herein may not necessarily reflect our results whether as a result of operationsnew information, financial position and cash flows in the future. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customersfuture events or otherwise, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki and (v) web searchesexcept as required by law. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines statements of business through belief and similar statements reflect the creation beliefs and opinions of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in terms of shared resourcesTSIA or Latch, as separate business lines with their own core managementapplicable, profits and losseson 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 the ability 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 operate independently indicate that TSIA or Latch, as separate businessesapplicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. As a result, this separation of business lines allows us These statements are inherently uncertain and you are cautioned not to operate effectively as a holding company and as a capital allocator to each of its separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholdersunduly rely upon these statements.

Dividend Policy. We have TSIA has not declared or paid any cash dividends on our its common stock to date and presently does not intend to retain our 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 fund completion of the development and growth Business Combination. The payment of our business and, therefore, do not anticipate paying any cash dividends in subsequent to the foreseeable future. CAPITALIZATION We have two authorized classes Business Combination will be within the discretion of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized)the Post-Combination Company’s board of directors at such time. The following table sets forth our cash Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Latch 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 cash equivalents Analysis of Financial Condition and capitalization as Results of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paidOperations.” FORWARD-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equityLOOKING STATEMENTS This proxy statement/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the audited financial statements and related notes, each included elsewhere in this information statement. The following discussion may contain prospectus includes forward-looking statements that reflect our regarding, among other things, the plans, estimates strategies and beliefsprospects, both business and financial, of TSIA and Latch. The words “believe,” “expect,” “anticipate,” “project,” These statements are based on the beliefs and similar expressionsassumptions of the management of TSIA and Latch. Although XXXX and Xxxxx believe that their respective plans, among othersintentions and expectations reflected in or suggested by these forward-looking statements are reasonable, generally identify “neither XXXX 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 statements were made. The matters following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in these 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 are subject in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related to risksdisruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, uncertainties 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 made, projected or implied contained in the any forward-looking statements. Factors that could cause All forward-looking statements attributable to TSIA or contribute Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. TSIA and Latch prior to these differences include those discussed below the Business Combination, and elsewhere in this information statementthe Post-Combination Company following the Business Combination, particularly in “Risk Factors” and “Cautionary Statement Concerning Forwardundertake no obligations to update or revise publicly any forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. Howeverlooking statements, the financial statements included herein may not necessarily reflect our results whether as a result of operationsnew information, financial position and cash flows in the future. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customersfuture events or otherwise, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki and (v) web searchesexcept as required by law. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines statements of business through belief and similar statements reflect the creation beliefs and opinions of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in terms of shared resourcesTSIA or Latch, as separate business lines with their own core managementapplicable, profits and losseson 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 the ability 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 operate independently indicate that TSIA or Latch, as separate businessesapplicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. As a result, this separation of business lines allows us These statements are inherently uncertain and you are cautioned not to operate effectively as a holding company and as a capital allocator to each of its separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholdersunduly rely upon these statements.

Dividend Policy. We have not declared or paid any cash dividends on our common stock and presently intend to retain our future earnings, if any, to fund the development and growth of our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. CAPITALIZATION We have two authorized classes of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The following table sets forth our cash and cash equivalents and capitalization as of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paid-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equity/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the audited financial statements and related notes, each included elsewhere in this information statement. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this information statement, particularly in “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. However, the financial statements included herein may not necessarily reflect our results of operations, financial position and cash flows in the future. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customers, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xxXxxxxxxx.xx, (iv) ShopWiki and (v) web searches. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of business through the creation of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. As a result, this separation of business lines allows us to operate effectively as a holding company and as a capital allocator to each of its separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholders.