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. 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 Analysis of Financial Condition and Results of Operations.” FORWARD-LOOKING STATEMENTS 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 XXXX and Xxxxx believe that their respective plans, 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 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 has We have not declared or paid any cash dividends on its our common stock to date and does not presently intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the retain our future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements to fund the development and general financial condition subsequent to completion growth of the Business Combination. The payment of our business and, therefore, do not anticipate paying any cash dividends subsequent to in the Business Combination will be within the discretion foreseeable future. CAPITALIZATION We have two authorized classes of the Post-Combination Company’s board of directors at such timestock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The Postfollowing 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-Combination Company’s ability 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 declare dividends 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 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 Analysis of Financial Condition and Results of Operations.” FORWARD-LOOKING STATEMENTS This proxy statement/prospectus includes contain forward-looking statements regardingthat reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among other thingsothers, 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 XXXX and Xxxxx believe that their respective plans, 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 generally identify “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 hereofthe statements were made. You should understand that the following important factors, The matters discussed 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 these forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related are subject to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigationrisks, 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 uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied by in the forward-looking statements statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this proxy information statement/prospectus are more fully described under the heading , particularly in “Risk Factors” and elsewhere in this proxy statement/prospectus“Cautionary Statement Concerning Forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. The risks described under However, the heading “Risk Factors” are financial statements included herein may not exhaustive. Other sections necessarily reflect our results of this proxy statement/prospectus describe additional factors that could adversely affect the businessoperations, financial condition or results 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 operations of TSIA business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki 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(v) web searches. In addition, statements we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of belief business through the creation of content sites directed at ecommerce verticals. LS operates its partnership and similar statements reflect each line of business, while being related to the beliefs and opinions others in terms of TSIA or Latchshared resources, as applicableseparate business lines with their own core management, 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/prospectusprofits and losses, and while such party believes such information forms the ability to operate independently as separate businesses. As a reasonable basis 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 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 statementsthe ultimate benefit of our stockholders.

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. 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 Analysis of Financial Condition and Results of Operations.” FORWARD-LOOKING STATEMENTS 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 XXXX and Xxxxx believe that their respective plans, 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-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.

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. Latch Desktop Metal 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.” ’’. FORWARD-LOOKING STATEMENTS STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA 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 XXXX Trine and Xxxxx Desktop Metal believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither XXXX 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 Xxxxxxx Associates, Inc., Ernst & Young Global Limited, A.T. Xxxxxxx, 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 has We have not declared or paid any cash dividends on its our common stock to date and does not presently intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the retain our future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements to fund the development and general financial condition subsequent to completion growth of the Business Combination. The payment of our business and, therefore, do not anticipate paying any cash dividends subsequent to in the Business Combination will be within the discretion foreseeable future. CAPITALIZATION We have two authorized classes of the Post-Combination Company’s board of directors at such timestock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The Postfollowing 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-Combination Company’s ability 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 declare dividends 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 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 Analysis of Financial Condition and Results of Operations.” FORWARD-LOOKING STATEMENTS This proxy statement/prospectus includes contain forward-looking statements regardingthat reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among other thingsothers, 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 XXXX and Xxxxx believe that their respective plans, 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 generally identify “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 hereofthe statements were made. You should understand that the following important factors, The matters discussed 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 these forward-looking statements in this proxy statement/prospectus: • any delay in closing of the Business Combination or Subscriptions; • risks related are subject to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigationrisks, 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 uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied by in the forward-looking statements statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this proxy information statement/prospectus are more fully described under the heading , particularly in “Risk Factors” and elsewhere in this proxy statement/prospectus“Cautionary Statement Concerning Forward-Looking Statements.” We believe the assumptions underlying the financial statements are reasonable. The risks described under However, the heading “Risk Factors” are financial statements included herein may not exhaustive. Other sections necessarily reflect our results of this proxy statement/prospectus describe additional factors that could adversely affect the businessoperations, financial condition or results 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 operations of TSIA business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Xxxxxxxx.xx, (iv) ShopWiki 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(v) web searches. In addition, statements we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of belief business through the creation of content sites directed at ecommerce verticals. LS operates its partnership and similar statements reflect each line of business, while being related to the beliefs and opinions others in terms of TSIA or Latchshared resources, as applicableseparate business lines with their own core management, 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/prospectusprofits and losses, and while such party believes such information forms the ability to operate independently as separate businesses. As a reasonable basis 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 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 statementsthe ultimate benefit of our stockholders.