UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May
17, 2022
PROPTECH
INVESTMENT CORPORATION II
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-39758 |
|
83-2426917 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
3415
N. Pines Way, Suite 204, Wilson, WY |
|
83014 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(310)
954-9665 |
(Registrant’s
telephone number, including area code) |
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange
on which registered |
Units,
each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant |
|
PTICU |
|
The
Nasdaq Stock Market LLC |
Shares
of Class A Common Stock, par value $0.0001 per share |
|
PTIC |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants included as part of the Units |
|
PTICW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Business
Combination Agreement
On
May 17, 2022, PropTech Investment Corporation II (“PTIC II”) entered into a business combination agreement (as the
same may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with
RW National Holdings, LLC, a Delaware limited liability company (the “Company”), and Lake Street Landlords, LLC, a
Delaware limited liability company (“Lake Street”), in its capacity as the representative of the Rolling Company Unitholders
(as defined in the Business Combination Agreement) (in such capacity, the “Sellers’ Representative”).
The
terms of the Business Combination Agreement, and the transactions contemplated thereby, are summarized below. Capitalized terms used
in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
The
Business Combination
The
Business Combination Agreement provides that, among other things, and upon the terms and subject to the conditions thereof, the following
transactions will occur:
| (i) | Concurrent
with the execution of the Business Combination Agreement, HC PropTech Partners II LLC, a
Delaware limited liability company (the “Sponsor”), Other Class B
Shareholders of PTIC II, PTIC II, and the Company, among others, have entered into the sponsor
letter agreement (as the same may be amended, supplemented or otherwise modified from time
to time, the “Sponsor Letter Agreement”), pursuant to which, among other
things, the Sponsor and each Other Class B Shareholders have agreed to (a) vote all PTIC
II Shares owned by the Sponsor and each Other Class B Shareholder in favor of the Business
Combination Agreement and the contemplated transactions, (b) subject to, and conditioned
upon the Effective Time, waive any adjustment to the conversion ratio set forth in the PTIC
II governing documents or waive any anti-dilution or similar protection with respect to the
PTIC II Class B Shares and (c) subject to, and conditioned upon the Closing, terminate certain
existing agreements or arrangements, in each case, on the terms and subject to the conditions
set forth in the Sponsor Letter Agreement; |
| (ii) | Immediately
prior to the Closing, PTIC II shall form Appreciate Intermediate Holdings, LLC (“NewCo
LLC”) for purposes of consummating the transactions contemplated by the Business
Combination Agreement and the Ancillary Documents, on the terms and subject to the conditions
set forth in the Business Combination Agreement; |
| (iii) | On
the Closing Date, (a) Rolling Company Unitholders will contribute all of their Existing
Company LLC Interests to NewCo LLC in exchange for non-voting NewCo LLC Class B Units, (b)
the NewCo LLC Agreement will be amended and restated in the required form, (c) PTIC II will
contribute the Closing Date Contribution Amount to NewCo LLC in exchange for NewCo LLC Class
A Units and (d) the NewCo LLC Unitholders (other than PTIC II) will receive a number of PTIC
II Class B Shares equal to the Transaction Equity Security Amount, on the terms and subject
to the conditions set forth in the Business Combination Agreement; |
| (iv) | At
Closing, PTIC II, the Company, NewCo LLC, certain of the Company Unitholders (excluding St. Cloud Capital Partners III SBIC, L.P. (“St.
Cloud”)) and Lake Street
will enter into an income tax receivable agreement substantially in the form attached hereto
as Exhibit 10.2 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Tax Receivable Agreement”); |
| (v) | At
the Closing, certain Company Unitholders will enter into an Investor Rights Agreement, substantially
in the form attached hereto as Exhibit 10.3 (as the same may be amended, supplemented or
otherwise modified from time to time, the “Investor Rights Agreement”)
pursuant to which, among other things, such Company Unitholders will agree not to effect
any sale or distribution of any Equity Securities of PTIC II or NewCo LLC held by any of
them during the lock-up period described therein; |
| (vi) | In
connection with the transactions contemplated by the Business Combination Agreement, PTIC
II will file a proxy statement (the “Proxy Statement”) relating to the
transactions contemplated by the Business Combination Agreement and the Ancillary Documents
and it is a condition to the consummation of the transactions contemplated by the Business
Combination Agreement that PTIC II obtain Stockholder Approval; and |
| (vii) | Subject
to the terms set forth in the Business Combination Agreement, the Sellers’ Representative
will serve as the representative of the Rolling Company Unitholders. |
As
a result of the transactions contemplated by the Business Combination Agreement, among other things:
| (i) | PTIC
II will hold limited liability company interests in NewCo LLC (“Company Units”)
and will be the managing member of NewCo LLC; and |
| (ii) | the
Company Unitholders will hold (i) non-voting NewCo LLC Class B Units that are exchangeable
on a one-for-one basis for PTIC II Class A Shares (subject to surrendering a corresponding
number of shares of PTIC II Class B Shares for cancellation) that will be subject to certain
conditions as specified in the Amended and Restated NewCo LLC Agreement, and (ii) a number
of shares of PTIC II Class B Shares corresponding to the number of non-voting NewCo LLC Class
B Units held. |
Upon
completion of the transactions contemplated by the Business Combination Agreement, the publicly-traded company, PTIC II, will be
renamed as Appreciate Holdings, Inc. and the publicly-traded company will become the managing member of NewCo LLC in an “Up-C”
structure. Appreciate Holdings, Inc. will continue Appreciate’s business, operated under the Renters Warehouse name, of making
available a tech-enabled full-service property management and residential leasing marketplace company for both individual owners of and
institutional investors in single-family rental houses.
Conditions
to Closing
The
Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others,
(a) approval of the Business Combination Proposal and related agreements and transactions by PTIC II’s stockholders and the Company’s
stockholders, (b) finalization of the Proxy Statement to be filed by PTIC II in connection with the transactions contemplated
by the Business Combination Agreement, (c) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act, (d) receipt of approval for listing on The Nasdaq Capital Market (“Nasdaq”) of the PTIC II Class A Shares to
be issued in connection with the transactions contemplated by the Business Combination Agreement, (e) that PTIC II have at least $5,000,001
of net tangible assets immediately after the consummation of the Closing, and (f) the absence of any injunctions. Other conditions to
the Company’s obligations to consummate the transactions contemplated by the Business Combination Agreement include, among others,
(i) the accuracy of the representations and warranties of PTIC II as of the Closing; (ii) the performance or compliance of each PTIC
II covenant in all material respects as of or prior to the Closing; and (iii) receipt of a certificate signed by a PTIC II authorized
officer certifying the satisfaction of the preceding clauses (i) and (ii).
Covenants
The
Business Combination Agreement contains additional covenants, including, among others, providing for (i) the Company to operate its businesses
in the ordinary course through to the Closing, subject to certain restrictions contemplated in the Business Combination Agreement (ii)
the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) the Company to
prepare and deliver to PTIC II certain audited and unaudited consolidated financial statements of the Company, (iv) PTIC II and the Company
to jointly prepare, and PTIC II to file, the Proxy Statement and take certain other actions to obtain the requisite approval of PTIC
II stockholders of certain proposals regarding the transactions contemplated by the Business Combination Agreement, and (v) the parties
to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Representations
and Warranties
The
Business Combination Agreement contains customary representations and warranties by PTIC II and the Company. The representations and
warranties of the respective parties to the Business Combination Agreement generally will not survive the closing of the transactions
contemplated by the Business Combination Agreement.
Termination
The
Business Combination Agreement contains certain termination rights for both PTIC II and the Company including (but not limited to)
that the Business Combination Agreement may be terminated at any time prior to the consummation of the transactions contemplated by
the Business Combination Agreement (i) by mutual written consent of PTIC II and Lake Street, (ii) by written notice from either PTIC
II or the Company to the other if certain approvals of the PTIC II stockholders, to the extent required under the Business
Combination Agreement, are not obtained as set forth therein, (iii) by written notice from PTIC II, if certain Transaction Support
Agreements and the Requisite Company Unitholder Consents of the Requisite Company Unitholders, to the extent required under the
Business Combination Agreement, are not obtained within one (1) business day following the date of the Business Combination
Agreement, (iv) by either PTIC II and the Company in certain other circumstances set forth in the Business Combination Agreement,
including, among others, (a) if the consummation of the transactions contemplated by the Business Combination Agreement is
permanently enjoined or prohibited by the terms of a final, non-appealable governmental order, (b) in the event of certain uncured
breaches by the other party, or (c) if the Closing has not occurred on or before six (6) months after the date of the Business
Combination Agreement.
Certain
Related Agreements
Sponsor
Letter Agreement
Concurrent
with the execution and delivery of the Business Combination Agreement, PTIC II entered into the Sponsor Letter Agreement, with the Sponsor,
Other Class B Shareholders and the Company, among others, pursuant to which, among other things the Sponsor and each Other Class B Shareholder
has agreed to: (a) vote all PTIC II Shares owned by him, her or it in favor of approval of the Business Combination Agreement and the
transactions contemplated thereby; (b) withhold consent with respect to any matter, action or proposal that would reasonably be expected
to result in a material breach of any of PTIC II’s covenants, agreements or obligations under the Business Combination Agreement;
(c) subject to, conditioned upon and effective immediately prior to the occurrence of the Closing, waive any rights to adjustment or
other anti-dilution or similar protections with respect to the rate that the PTIC II Class B Shares held by the Sponsor will convert
into PTIC II Class A Shares in connection with the transactions contemplated by the Business Combination Agreement and the transactions
contemplated thereby and (d) subject to, and conditioned upon the Closing, terminate certain existing agreements or arrangements, in
each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
Transaction
Support Agreements
Promptly
after the execution and delivery of the Business Combination Agreement, PTIC II, and the Company entered into transaction support
agreements (as each may be amended, supplemented or restated from time to time, collectively, the “Transaction
Support Agreements”) with the Supporting Company Unitholders. Pursuant to the Transaction Support Agreements, the
Supporting Company Unitholders agreed to, among other things: (a) support and vote in favor of the Business Combination Agreement,
the Ancillary Documents and the transactions contemplated thereby and (b) vote against or withhold consent or approval with respect
to, among other things, any matter, action or proposal that would reasonable be expected to result in a breach of any of the
Company’s covenants under the Business Combination Agreement or the Ancillary Documents, or that would result in the
non-satisfaction of certain of the conditions to the Closing under the Business Combination Agreement.
Pursuant
to the Transaction Support Agreements, the Supporting Company Unitholders also agreed to, among other things, (a) to the extent
required or applicable, vote or provide consent for purposes of authorizing and approving any and all of the matters, actions and
proposals contemplated by the Business Combination Agreement and the Ancillary Documents and the transactions contemplated thereby
or (b) when any meeting of Company members (as applicable) is held, cause the Company member’s Subject Company Units (as
defined in the Transaction Support Agreements) to be counted as present thereat for the purposes of establishing a
quorum.
Investor
Rights Agreement
The
Business Combination Agreement contemplates that, at the Closing, PTIC II, the Sponsor, the Company Unitholders, and certain other equityholders
of PTIC II will enter into the Investor Rights Agreement, which, provides that PTIC II will agree to register for resale certain PTIC
II Class A Shares and other equity securities of PTIC II that are held by the parties thereto from time to time. The Investor Rights
Agreement provides for underwritten offerings and piggyback registration rights, in each case subject to certain limitations set forth
therein.
Under
the Investor Rights Agreement, certain of the parties thereto will agree to a 180-day lock-up from the Closing Date, subject to certain
limitations set forth therein.
Tax
Receivable Agreement
The
Business Combination Agreement contemplates that, at the Closing, PTIC II, the Company, NewCo LLC, the Rolling Company Unitholders
(excluding St. Cloud) and Lake Street will enter into the Tax Receivable Agreement. Pursuant to the Tax Receivable Agreement, PTIC
II will generally be required to pay the applicable TRA Parties (as defined in the Tax Receivable Agreement) 85% of the amount of
savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or
profits (and any interest related thereto) and an interest amount thereon, that PTIC II (and any applicable subsidiaries thereof, if
any) realizes, or is deemed to realize, as a result of certain tax attributes, including: (1) tax basis adjustments resulting from
the Initial Sale (as defined in the Tax Receivable Agreement, if any), from certain redemptions of St. Cloud’s Class B Units (if
any), and from taxable exchanges of Class B Units and/or Earn Out Units (if any) (each as defined in the Tax Receivable Agreement)
(including any such tax basis adjustments resulting from certain payments made by PTIC II under the Tax Receivable Agreement)
acquired by PTIC II for PTIC II Class A Shares and/or cash from a TRA Party (as defined in the Tax Receivable Agreement) pursuant to
the terms of the Amended and Restated NewCo LLC Agreement or from St. Cloud (if any) and (2) tax deductions in respect of imputed
interest deemed to be paid as a result of certain payments made under the Tax Receivable Agreement.
Cantor
Purchase Agreement
On
May 17, 2022, PTIC II entered into a common stock purchase agreement (the “Cantor Purchase Agreement”) with CF Principal
Investments LLC, a Delaware limited liability company (the “Investor”), relating to a committed equity facility (the
“Committed Equity Facility”). Pursuant to the Cantor Purchase Agreement, PTIC II will have the right from time to
time at its option following the Closing of the transactions contemplated by the Business Combination Agreement to sell to the Investor
up to the lesser of (i) $100 million of PTIC II Class A Shares and (ii) the Exchange Cap (as defined below), subject to certain customary
conditions and limitations set forth in the Cantor Purchase Agreement.
Following
the Closing, and upon the initial satisfaction of the conditions to the Investor’s obligation to purchase PTIC II Class A Shares
set forth in the Cantor Purchase Agreement (the “Commencement” and such date the “Commencement Date”), PTIC
II will have the right, but not the obligation, from time to time at its sole discretion until the first day of the month following the
36-month period from and after the Commencement, to direct the Investor to purchase up to a specified maximum amount of PTIC II Class
A Shares as set forth in the Cantor Purchase Agreement by delivering written notice to the Investor prior to the commencement of trading
on any trading day. The purchase price of the PTIC II Class A Shares that PTIC II elects to sell to the Investor pursuant to the Cantor
Purchase Agreement will be 98% of the volume weighted average price of the PTIC II Class A Shares during the applicable purchase date
on which PTIC II has timely delivered written notice to the Investor directing it to purchase PTIC II Class A Shares under the Cantor
Purchase Agreement.
Sales
of PTIC II Class A Shares to the Investor under the Cantor Purchase Agreement, and the timing of any sales, will be determined by PTIC
II from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions,
the trading price of PTIC II Class A Shares and determinations by PTIC II regarding the use of proceeds of such sales. The net proceeds
from any sales under the Cantor Purchase Agreement will depend on the frequency with, and prices at, which the PTIC II Class A Shares
are sold to the Investor.
Under
the applicable rules of Nasdaq, in no event may PTIC II issue to the Investor under the Cantor Purchase Agreement more than 19.99% of
the voting power or number of PTIC II Class A Shares outstanding, calculated in accordance with applicable Nasdaq rules (the “Exchange
Cap”), unless (i) PTIC II obtains stockholder approval to issue PTIC II Class A Shares in excess of the Exchange Cap in accordance
with applicable Nasdaq rules, or (ii) the average purchase price per share for all of the PTIC II Class A Shares sold to the Investor
under the Cantor Purchase Agreement equals or exceeds a minimum price as set forth in the Nasdaq rules.
In
connection with the execution of the Cantor Purchase Agreement, PTIC II agreed to pay to the Investor on the Commencement Date the
number of PTIC II Class A Shares equal to the quotient of $2,000,000 divided by the closing price of the PTIC II Class A Shares on
the determination date (the “Commitment Shares”) as consideration for the Investor’s irrevocable commitment to purchase the PTIC
II Class A Shares upon the terms and subject to the satisfaction of the conditions set forth in the Cantor Purchase Agreement. The
Cantor Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party.
The representations, warranties and covenants contained in the Cantor Purchase Agreement were made only for purposes of the Cantor
Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain
important limitations.
PTIC
II has the right to terminate the Cantor Purchase Agreement at any time after Commencement, at no cost or penalty, upon three trading
days’ prior written notice. No termination of the Cantor Purchase Agreement will alter or otherwise affect PTIC II’s obligations
under the Cantor Registration Rights Agreement (as defined below).
Cantor
Registration Rights Agreement
In
connection with PTIC II’s entry into the Cantor Purchase Agreement, at the Closing of the transactions contemplated by the Business
Combination Agreement, PTIC II will enter into a registration rights agreement with the Investor (the “Cantor Registration Rights
Agreement”), pursuant to which PTIC will agree to register for resale, pursuant to Rule 415 under the Securities Act, the PTIC
II Class A Shares that are sold to the Investor under the Committed Equity Facility and the Commitment Shares.
The
foregoing description of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Transaction Support Agreement,
the form of Investor Rights Agreement, the form of Tax Receivable Agreement, the Cantor Purchase Agreement and the form of Cantor Registration
Rights Agreement is not complete and is subject to and qualified in its entirety by reference to the Business Combination Agreement,
the Sponsor Letter Agreement, the form of Transaction Support Agreement, the form of Investor Rights Agreement, the form of Tax Receivable
Agreement, the Cantor Purchase Agreement and the form of Cantor Registration Rights Agreement, copies of which are filed with this Current
Report on Form 8-K as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit
10.6, respectively, and the terms of which are incorporated by reference herein.
The
Business Combination Agreement, Sponsor Letter Agreement, the form of Transaction Support Agreement, the form of Investor Rights Agreement,
the form of Tax Receivable Agreement, the Cantor Purchase Agreement and the form of Cantor Registration Rights Agreement have been included
to provide investors with information regarding its terms. They are not intended to provide any other factual information about PTIC
II or its affiliates. The representations, warranties, covenants and agreements contained in the Business Combination Agreement, the
Sponsor Letter Agreement, the Transaction Support Agreement, the form of Investor Rights Agreement, the form of Tax Receivable Agreement,
the Cantor Purchase Agreement, the form of Cantor Registration Rights Agreement and the other documents related thereto were made only
for purposes of the Business Combination Agreement or such other agreement (as applicable) as of the specific dates therein, were solely
for the benefit of the parties to the Business Combination Agreement, the Sponsor Letter Agreement, the Transaction Support Agreement,
the form of Investor Rights Agreement, the form of Tax Receivable Agreement, the Cantor Purchase Agreement and the form of Cantor Registration
Rights Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement, the Sponsor Letter Agreement,
the Transaction Support Agreement, the form of Investor Rights Agreement, the form of Tax Receivable Agreement, the Cantor Purchase Agreement
or the form of Cantor Registration Rights Agreement instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors. Public investors are not third-party
beneficiaries under the Business Combination Agreement, the Sponsor Letter Agreement, the Transaction Support Agreement, the form of
Investor Rights Agreement, the form of Tax Receivable Agreement, the Cantor Purchase Agreement or the form of Cantor Registration Rights
Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations
of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties may change after the date of the Business Combination Agreement, the
Sponsor Letter Agreement, the Transaction Support Agreement, the form of Investor Rights Agreement, the form of Tax Receivable Agreement,
the Cantor Purchase Agreement or the form of Cantor Registration Rights Agreement, as applicable, which subsequent information may or
may not be fully reflected in PTIC II’s public disclosures.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate
to future events or PTIC II’s or the Company’s future financial or operating performance, and other “forward-looking
statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”,
“will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”
or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, contingencies and other factors which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by the Company and its management, and/or PTIC II and its management, as the case may be, are inherently
uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;
(2) the outcome of any legal proceedings that may be instituted against the Company, PTIC II, the combined company or others following
the announcement of the Business Combination Agreement; (3) the inability to complete the transactions contemplated by the Business Combination
Agreement due to the failure to obtain approval of the stockholders of PTIC II, to obtain financing to complete the transactions contemplated
by the Business Combination Agreement or to satisfy other conditions to closing; (4) the failure of any condition precedent to the Committed
Equity Facility which could cause the termination of such facility; (5) changes to the proposed structure of the transactions contemplated
by the Business Combination Agreement that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the transactions contemplated by the Business Combination Agreement; (6) the ability to meet stock
exchange listing standards following the consummation of the transactions contemplated by the Business Combination Agreement; (7) the
risk that the transactions contemplated by the Business Combination Agreement disrupt current plans and operations of the Company as a
result of the announcement and consummation of the Business Combination Agreement and the transactions contemplated thereby; (8) the ability
to recognize the anticipated benefits of the transactions contemplated by the Business Combination Agreement, which may be affected by,
among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (9) costs related to the transactions contemplated by the Business
Combination Agreement; (10) changes in applicable laws or regulations; (11) the possibility that the Company or the combined company may
be adversely affected by other economic, business, and/or competitive factors; (12) the Company’s estimates of expenses and profitability;
(13) the failure to realize anticipated pro forma results or projections and underlying assumptions, including with respect to estimated
stockholder redemptions, purchase price and other adjustments; and (14) other risks and uncertainties set forth in the sections entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in PTIC II’s Annual Report on
Form 10-K for the year ended December 31, 2021 and Form 10-Q for the quarter ended March 31, 2022, in the Proxy Statement relating to
the business combination to be filed with the Securities and Exchange Commission (the “SEC”), and in subsequent filings with
the SEC, including the definitive proxy statement relating to the business combination. There may be additional risks that neither PTIC
II nor the Company presently know or that PTIC II and the Company currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements.
Nothing
in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place
undue reliance on forward-looking statements, which speak only as of the date they are made. Neither the Company nor PTIC II undertakes
any duty, and each of the Company and PTIC II expressly disclaims any obligation, to update or alter this Current Report on Form 8-K
or any projections or forward-looking statements, whether as a result of new information, future events or otherwise.
Additional
Information about the Proposed Business Combination and Where to Find It
In connection with the Business Combination Proposal, PTIC II intends
to file with the SEC a Proxy Statement, and PTIC II will mail a definitive proxy statement relating to the Business Combination Proposal
to its stockholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business
Combination Proposal and is not intended to form the basis of any investment decision or any other decision in respect of transactions
contemplated by the Business Combination Agreement. PTIC II’s stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and other documents filed in
connection with the Business Combination Proposal, as these materials will contain important information about PTIC II, the Company and
the Business Combination Proposal. When available, the definitive proxy statement and other relevant materials for the Business Combination
Proposal will be mailed to stockholders of PTIC II as of a record date to be established for voting on the Business Combination Proposal.
Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: PropTech
Investment Corporation II, 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014.
Before
making any voting or investment decision, investors and security holders of PTIC II are urged to carefully read the entire proxy statement, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements
to these documents, because they will contain important information about the proposed transaction.
Participants
in the Solicitation
PTIC
II and its directors and executive officers may be deemed participants in the solicitation of proxies from PTIC II’s stockholders
with respect to the Business Combination Proposal. A list of the names of those directors and executive officers and a description of
their interests in PTIC II is contained in PTIC II’s Annual Report on Form 10-K filed with the SEC on March 9, 2022 and is available
free of charge at the SEC’s website at www.sec.gov, or by directing a request to PropTech Investment Corporation II, 3415 N. Pines
Way, Suite 204, Wilson, Wyoming 83014. Additional information regarding the interests of such participants will be contained in the proxy
statement for the Business Combination Proposal when available.
The
Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of PTIC II in connection with the Business Combination Proposal. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination Proposal will be included in the proxy statement for the Business Combination
Proposal when available.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination Proposal. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amendment (the “Securities Act”), or an exemption therefrom.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares to be issued
in connection with the transactions contemplated by the Business Combination Agreement and the shares to be offered and sold in connection
with the Cantor Purchase Agreement have not been registered under the Securities Act in reliance upon the exemption provided in Section
4(a)(2) thereof.
Item
7.01. Regulation FD Disclosure.
On
May 17, 2022, PTIC II issued a press release discussing the proposed business combination with the Company. The press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
On
May 17, 2022, PTIC II posted an investor presentation relating to the business combination on its website at https://www.proptechinvestmentcorp.com.
This presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. In addition, PTIC II posted a recorded webcast from
management discussing the business combination on its website at https://www.proptechinvestmentcorp.com. A transcript of this presentation
is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The
foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01, and it, along with information contained
on PTIC II’s website and the websites of the Company or any of their affiliates (or linked therein or otherwise connected thereto),
will not be deemed to be filed, or incorporated by reference into, this Current Report on Form 8-K, for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
|
Description |
2.1* |
|
Business Combination Agreement, dated as of May 17, 2022 |
10.1 |
|
Sponsor Letter Agreement, dated as of May 17, 2022 |
10.2 |
|
Form of Transaction Support Agreement |
10.3 |
|
Form of Investor Rights Agreement |
10.4 |
|
Form of Tax Receivable Agreement |
10.5* |
|
Common Stock Purchase Agreement, dated May 17, 2022 |
10.6 |
|
Form of Registration Rights Agreement |
99.1 |
|
Press Release, dated May 17, 2022 |
99.2 |
|
Investor Presentation, dated May 2022 |
99.3 |
|
Transcript of May 17, 2022 management webcast relating to the business combination |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain
schedules and exhibits to this Exhibit have been omitted in accordance with Items 601(b)(2) and 601(b)(10) of Regulation S-K. PTIC II
hereby agrees to hereby furnish supplementally a copy of all omitted schedules and exhibits to the SEC upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: May 17, 2022 |
|
PROPTECH INVESTMENT CORPORATION II |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Thomas D. Hennessy |
|
|
Name: |
Thomas D. Hennessy |
|
|
Title: |
Co-Chief Executive Officer and President |
8
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