Latch (LTCH) risk factors, FY2025 10-K

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

1. 01We are subject to an ongoing SEC investigation (the “SEC Investigation”) and may be named in future governmental or other regulatory investigations and proceedings, each of which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation33% rewritten
2. 02Following the Company’s filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025, Latch’s securities began trading on the OTC Pink - Limited market on February 12, 2026 and the OTCID Market on March 2, 2026New
3. 03In the future, if eligible to do so, we could elect to deregister our securities under the Exchange Act. Deregistration would result in less disclosure about us and may negatively affect the liquidity and trading prices of our securities
4. 04Matters relating to or arising from the Restatement and the Investigation, including adverse publicity and potential concerns from our customers, have had, and could continue to have, an adverse effect on our business and financial condition79% rewritten
5. 05We and our directors and certain of our former officers have been named in a derivative lawsuit related to the circumstances that gave rise to the Restatement and may be named in further proceedingsNew
6. 06Any further legal proceedings will likely involve significant defense and other costs and, if decided adversely to us or settled, could result in significant monetary damages, penalties and reputational harm. These cash outflows could negatively impact, our cash position, liquidity and profitabilityNew

Risks Related to our Business and Industry

1. 07The presence of various risks and uncertainties associated with the Company’s liquidity position may adversely affect its ability to sustain its operations73% rewritten
2. 08ix. The catastrophic loss of inventory due to theft, natural disaster or otherwiseNew
3. 09We have not been profitable historically and may not achieve or maintain profitability in the future24% rewritten
4. 10Our operating results and financial condition may fluctuate from period to period22% rewritten
5. 11Our growth and the quickly changing markets in which we operate make it difficult to evaluate our current business and future prospects, which may increase the risk of investing in our common stock
6. 12The loss of a significant customer may have a material adverse effect on usNew
7. 13We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory authorities mandate that they be classified as employees, our business would be adversely impacted
8. 14Any failure to offer high-quality support of our HelloTech platform may harm our relationships with merchants, consumers, and technicians and could adversely affect our business, financial condition and results of operations
9. 15The success of our HelloTech platform depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy service professionals60% rewritten
10. 16platform and compelling opportunities to earn income, we may fail to attract new technicians or retain existing technicians or increase their use of our platform, or we may experience complaints, negative publicity or work stoppages that could adversely affect our users and our businessNew
11. 17Our future operating results will rely in part upon the successful execution of our strategic partnerships, which may not be successful. If these companies choose not to partner with us, our business and results of operations may be harmed
12. 18If our security controls are breached, or unauthorized or inadvertent access to user information or other data or to control or view systems are otherwise obtained, our products, software or services may be perceived as insecure, our business may be harmed and we may incur significant liabilities82% rewritten
13. 19We also use artificial intelligence (“AI”) tools in various business processes. Procedures to ensure these tools do not train on, store, misappropriate or otherwise use our confidential or proprietary data may not always be followed or effectiveNew
14. 20Direct selling may subject us to additional risks21% rewritten
15. 21We may be unable to attract new customers and maintain customer satisfaction with current customers, which could have an adverse effect on our business and rate of growth
16. 22We rely on certain third-party providers of licensed software and services that are important to the operation of our business
17. 23We rely on our channel partner network to sell and deploy our products, and the inability of our channel partners to effectively perform to our standards, or the loss of key channel partners, could adversely affect our operating results
18. 24Potential customer turnover, or costs we incur to retain and upsell our customers, could materially and adversely affect our financial performance
19. 25If we are unable to develop new solutions, adapt to technological change, sell our software, services and products into new markets or further penetrate our existing markets, our revenue may not grow as expected
20. 26We may expand through acquisitions of, or investments in, other companies, each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our results of operations
21. 27New lines of business or new products and services may subject us to additional risks
22. 28Claims from riders, drivers, residents, guests or third parties that allege harm, whether or not our products or services are in use, could adversely affect our business, brand, financial condition and results of operations
23. 29If we determine that our goodwill has become further impaired, we may incur additional impairment charges, which would negatively impact our operating results91% rewritten
24. 30Changes in effective tax rates or tax laws, or adverse outcomes resulting from examination of our income or other tax returns, could adversely affect our results of operations and financial condition
25. 31Any changes in our effective tax rate could adversely affect our results of operations
26. 32We may be unable to use some or all of our net operating loss carryforwards, which could materially and adversely affect our reported financial condition and results of operations21% rewritten
27. 33A 1% U.S. federal excise tax could be imposed on us in connection with any redemptions we undertake
28. 34We may require additional capital to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, results of operations and financial condition may be adversely affected
29. 35If we are unable to acquire intellectual property or adequately protect intellectual property, we could be competitively disadvantaged73% rewritten
30. 36where we engage service providers or may do business in the future may not protect intellectual property rights and technology to the same extent as the laws of the United States, and these countries may not enforce these laws as diligently as government agencies and private parties in the United StatesNew
31. 37Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business
32. 38Some of our products and services contain open source software, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could harm our business
33. 39Our products and services may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation
34. 40Our new software, services and products may not be successful
35. 41If we fail to continue to develop our brands or marketing efforts designed to drive traffic to our brands are unsuccessful, our business may sufferNew
36. 42Our applications run on mobile operating systems, networks and devices that we do not control28% rewritten
37. 43We must successfully upgrade and maintain our information technology systems
38. 44Potential problems with our information systems, third-party systems and infrastructure upon which we rely could interfere with our business and operations
39. 45We collect, store, process and use personal information, which subjects us to legal obligations and laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business
40. 46We rely on a limited number of suppliers, manufacturers and logistics partners for our products. A loss of any of these partners could negatively affect our business
41. 47We have limited control over our suppliers, manufacturers and logistics partners, which subjects us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity36% rewritten
42. 48Increases in component costs, long lead times, supply shortages and changes, labor shortages and construction delays could disrupt our supply chain and operations and have an adverse effect on our business, financial condition and operating results78% rewritten
43. 49products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities and delivery schedulesNew
44. 50Regulations related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products
45. 51Our operating results could be adversely affected if we are unable to accurately forecast customer demand for our products and services and adequately manage our inventory64% rewritten
46. 52resolutions with a supplier or manufacturer, validate component inventories or redeploy materials into alternative production programs, we may incur additional lossesNew
47. 53From time to time, we may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and operating results
48. 54Our smart building technology is subject to varying state and local regulations, which are updated from time to time
49. 55We may fail to comply with import and export, bribery and money laundering laws, regulations and controls
50. 56If we are unable to sustain pricing levels for our software, services and products, our business could be adversely affected
51. 57Insurance policies do not cover all of our operating risks, and a casualty loss beyond the limits of our coverage could negatively impact our business
52. 58Downturns in general economic and market conditions and reductions in spending may reduce demand for our software, services and products, which could harm our revenue, results of operations and cash flows
53. 59We are dependent upon relationships with foreign-based manufacturers and service providers, which exposes us to complex regulatory regimes, logistical challenges and business risk42% rewritten
54. 60If we were unable to import products at all or in a cost-effective manner, we could suffer irreparable harm to our business and be required to significantly curtail our operations, file for bankruptcy or cease operations
55. 61We may face exposure to foreign currency exchange rate fluctuations
56. 62Our private placement warrants are accounted for as liabilities, and the changes in value of our warrants could have a material effect on our financial results23% rewritten

Risks Related to Our Indebtedness

1. 63We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful
2. 64The Loan Agreement does, and any future agreements related to indebtedness may, restrict our current and future operations, particularly our ability to respond to changes in business or to take certain actions
3. 65A breach of any of these covenants could result in an event of default under the Loan Agreement

Risks Related to Ownership of Our Securities

1. 66Our common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment
2. 67We do not intend to pay dividends on our common stock for the foreseeable future
3. 68Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price
4. 69Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market could cause the market price of our common stock to decline76% rewritten
5. 70factors could also make it more difficult for us to raise additional funds through future offerings of shares of our common stock or other securitiesNew
6. 71You may only be able to exercise the public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash
7. 72We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
8. 73Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock
9. 74Climate change and related environmental issues may have an adverse effect on our business, financial condition and operating results
10. 75Stockholder and customer emphasis on environmental, social and governance responsibility may impose additional costs on us or expose us to new risks
11. 76Our business is subject to the risk of earthquakes, fires, power outages, floods and other catastrophic events, and to interruption by man-made problems such as terrorism
12. 77We incur increased costs as a result of being a public company. Failure to comply with laws, regulations and standards relating to our public company status could materially and adversely affect our business and results of operations
13. 78If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline