PropTech Investment Corporation II shareholders approve the business combination with appreciation

PropTech Investment Corporation II

PropTech Investment Corporation II

NEW YORK and MINNETONKA, Minnesota, Nov. 18, 2022 (GLOBE NEWSWIRE) — PropTech Investment Corporation II (NASDAQ: PTIC) (“PropTech II” or “PTIC”) today announced that its shareholders have voted in favor of a proposed business combination (the “Business Combination”) with RW National Holdings, LLC (d/b/a Appreciate) (“Appreciate ” or “the company”), parent company of Renters Warehouse (“Renters Warehouse”), and the related proposals in the Extraordinary Shareholders’ Meeting held for this purpose on November 18, 2022. The parties expect the closing of the transaction to take place on November 22, 2022 .

Upon closing, the combined company will be renamed “Appreciate Holdings, Inc.” and its common stock and warrants will begin trading on the Nasdaq stock market (“Nasdaq”) under the ticker symbols “SFR” and “SFRWW.” Appreciate stock is scheduled to begin trading on Wednesday, November 23, 2022. To celebrate the close, Appreciate CEO Chris Laurence will ring the closing bell on the Nasdaq Stock Exchange on December 8, 2022.

“We are very excited about the shareholder approval,” said Chris Laurence, CEO of Appreciate. “We look forward to a successful public listing, which will advance our goal of democratizing SFR by simplifying and streamlining the end-to-end process of buying, owning and selling SFR properties.”

About Appreciate
Appreciate, the parent company of Renters Warehouse, is a leading end-to-end SFR management marketplace and platform. The firm offers a full-service platform for investing in and owning SFR properties, including a proprietary online marketplace and full-service brokerage team in over 40 markets. For more information, visit appreciate.rent.

About PropTech Investment Corporation II
PropTech Investment Corporation II is a special purpose acquisitions firm with a proven value creation model focused on real estate technology. PTIC’s mission is to be a strategic growth partner to founders, executives, employees and shareholders by adhering to PTIC’s core values ​​of stewardship, transparency, integrity and accountability. For more information, visit proptechinvestmentcorp.com.

Forward-Looking Statements
Certain statements in this communication may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operational performance of PTIC or Appreciate and other “forward-looking statements” (as that term is defined in the Private Securities Litigation Reform Act of 1995), which include statements relating to the Business Combination. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” ” would”, “plan”, “foresees”, “potential”, “seems”, “seeks”, “future”, “prospects” or negations of these terms or similar expressions which predict or indicate future events or trends or which do not are statements of historical matters. These forward-looking statements are subject to a number of risks and uncertainties, including the inability of the parties to successfully or timely complete the Business Combination. If any of these risks materialize or our assumptions prove to be incorrect , actual results could differ materially from the results implied by these forward-looking statements.

These forward-looking statements are based on estimates and assumptions which, while believed to be reasonable by PTIC and its management, and/or by Appreciate and its management, as the case may be, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could result in the termination of the business combination; (2) the outcome of any legal proceedings that may be brought against PTIC, Appreciate, the combined company as a result of the Business Combination or others as a result of the announcement of the transactions relating to the Business Combination, including the business combination agreement; (3) the impossibility of completing the operations contemplated by the business combination agreement due to the failure to obtain the approval of PTIC’s shareholders, to obtain the financing necessary to carry out the operations contemplated by the business combination agreement, or for the fulfillment of other conditions for training; (4) the failure of any condition precedent to the pledged principal line in connection with the common stock purchase agreement by and between PTIC and CF Principal Investments LLC, which could cause the termination of such line; (5) changes to the proposed structure of the business combination transactions that may be required or desirable as a result of applicable law or regulation or as a condition of obtaining regulatory approval for the business combination transactions; (6) the ability to meet publicly traded standards on or after completion of the transactions under the business combination agreement; (7) the risk that the transactions contemplated by the business combination agreement will disrupt Appreciate or PTIC’s current plans and operations following the announcement and termination of the business combination agreement and the transactions contemplated thereunder; (8) the ability to recognize the anticipated benefits of the transactions contemplated by the business combination arrangement, which may be affected by, among other things, competition, the combined entity’s ability to grow and manage growth profitably , to maintain relationships with customers and suppliers and retain its management and key employees; (9) costs relating to the operations envisaged by the business combination agreement; (10) changes in applicable laws or regulations; (11) the possibility that Appreciate or the combined entity could be adversely affected by other economic, commercial and/or competitive factors; (12) Appreciate’s expense and profitability estimates; (13) failure to meet anticipated pro forma results or projections and underlying assumptions, including with respect to estimated shareholder redemptions, purchase price and other adjustments; (14) debt default and the need or failure to obtain additional capital; and (15) other risks and uncertainties disclosed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in PTIC’s annual report on Form 10-K for the year ended December 31, 2021, quarterly reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, the proxy statement, and any subsequent filings with the SEC. There may be additional risks which neither PTIC nor Appreciate are currently aware of or which PTIC and Appreciate currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be construed 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 PTIC nor Appreciate undertakes any obligation, and each of PTIC and Appreciate expressly disclaims any obligation, to update or change the foregoing or any forward-looking projections or statements, whether as a result of new information, future events or otherwise.

Learn more about business combinations and where to find them
In relation to the Business Combination, on October 28, 2022, PTIC filed the Proxy Statement relating to the Business Combination with the SEC. PTIC has sent the proxy statement and other relevant documents to its shareholders as of October 4, 2022, the record date, for the vote on the Business Combination. Additional final proxy request materials were filed with the SEC on November 8, 2022 and November 10, 2022. This communication does not contain all of the information you should consider regarding the Business Combination and is not intended to form a basis for any investment decision or any other decision regarding the operations envisaged by the business combination agreement. PTIC shareholders and other interested persons are advised to read the Proxy Statement and other documents filed in connection with the Business Combination, as these materials contain important information about PTIC, Appreciate and the Business Combination. PTIC shareholders may obtain copies of the proxy statement and other documents filed with the SEC, once available, free of charge on the SEC 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 are advised to carefully read this entire Proxy Statement and other documents filed in connection with the Business Combination with the SEC, as they contain important information about the proposed transaction and on the relevant shareholder proposed.

Solicitation participants
PTIC and its directors and executive officers may be considered participants in the solicitation of proxies from PTIC shareholders in connection with shareholder proposals. A list of the names of these directors and executive officers and a description of their interests in PTIC is contained in the proxy statement and is available free of charge on the SEC website at www.sec.gov or by directing a request to PropTech Investment Corporation II , 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014.

Appreciate and its directors and executive officers may also be considered participants in the solicitation of proxies from PTIC shareholders in connection with shareholder proposals. A list of the names of such directors and executive officers and information regarding their interests in shareholder proposals is included in the Statement of Proxy and is available free of charge as noted above.

No offers or solicitations
This communication does not constitute a solicitation of delegation, consent or authorization in relation to any title or in relation to the proposals of the shareholders. This communication does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities, nor will there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdictions. No offer of securities will be made except by means of a prospectus which satisfies the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contacts:

Investors
Cody Slach, Ralf Esper
Gateway group
(949) 574-3860
[email protected]

Average
Zach Kadletz, Anna Rutter
Gateway group
(949) 574-3860
[email protected]

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