The leadership teams from PropTech Investment Corporation II
(NASDAQ: PTIC) (“PropTech II” or “PTIC”), a
special purpose acquisition company targeting category winning
businesses in the real estate technology industry, and RW National
Holdings, LLC (d/b/a Appreciate) (“Appreciate” or “the company”),
the parent holding company of Renters Warehouse, a leading
end-to-end Single Family Rental (“SFR”) marketplace and management
platform, will host a virtual investor day on
Thursday,
September 29, 2022, at 2:00 p.m. Eastern time.
Attendees will have the opportunity to hear from Appreciate’s
leadership team as well as participate in a Q&A session. Please
submit your questions ahead of the webcast to
ptic@gatewayir.com.
All are invited to listen to the event by registering here. A
replay of the investor day will also be available on Appreciate’s
corporate website.
PropTech II and Appreciate Business Combination
Summary On May 17, 2022, Appreciate entered into a
definitive business combination agreement with PTIC, which will
result in Appreciate becoming a publicly traded company. Upon
closing of the transaction, which is expected to occur in Q4 2022,
and subject to the terms of the business combination agreement,
PTIC will be renamed “Appreciate Holdings, Inc.” and will apply for
listing on the Nasdaq Capital Market under the new ticker symbol
“SFR,” to be effective upon consummation of the transaction.
About AppreciateAppreciate, the parent holding
company of Renters Warehouse, is a leading end-to-end SFR
marketplace and management platform. The company offers a
full-service platform for investing in and owning SFR properties,
including a proprietary online marketplace and full-service
brokerage teams in over 40 markets. For more information, visit
appreciate.rent.
About PropTech Investment Corporation
IIPropTech Investment Corporation II is a special purpose
acquisition company with a proven value creation model focused on
real estate technology. PTIC’s mission is to be a strategic growth
partner for founders, management, employees and stockholders while
adhering to PTIC’s core values of stewardship, transparency,
integrity, and accountability. For more information,
visit proptechinvestmentcorp.com.
Forward-Looking StatementsCertain statements in
this communication may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
PTIC’s or Appreciate’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), which
include statements relating to the proposed business combination.
In some cases, you can identify forward-looking statements by
terminology such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” or the negatives of these terms or similar expressions
that predict or indicate future events or trends or that are not
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
proposed business combination. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by PTIC and its
management, and/or Appreciate 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 PTIC, Appreciate, the
combined company following the proposed business combination or
others following the announcement of the transactions related to
the proposed business combination including 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, 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 in connection with the common stock
purchase agreement by and between PTIC and CF Principal Investments
LLC, 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 at or 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 Appreciate or PTIC 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
Appreciate or the combined company following the proposed business
combination may be adversely affected by other economic, business,
and/or competitive factors; (12) Appreciate’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; (14) debt defaults, and the need for or
failure to obtain additional capital; and (15) other risks and
uncertainties set forth 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 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2022, and June 30, 2022, in the preliminary proxy statement
relating to the proposed business combination, and in subsequent
filings with the Securities and Exchange Commission (“SEC”),
including the definitive proxy statement relating to the proposed
business combination. There may be additional risks that neither
PTIC nor Appreciate presently know or that PTIC and Appreciate
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements.
Nothing in this communication 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 PTIC nor
Appreciate undertakes any duty, and each of PTIC and Appreciate
expressly disclaims any obligation, to update or alter the
foregoing or any projections or forward-looking statements, whether
as a result of new information, future events or otherwise.
Participants in the SolicitationPTIC and its
directors and executive officers may be deemed participants in the
solicitation of proxies from PTIC’s stockholders with respect to
the stockholder proposals. A list of the names of those directors
and executive officers and a description of their interests in PTIC
is contained in the preliminary proxy statement 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.
Appreciate and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of PTIC in connection with the stockholder proposals.
A list of the names of such directors and executive officers and
information regarding their interests in the stockholder proposals
is included in the preliminary proxy statement and is available
free of charge as noted above.
Additional Information About the Proposed Business
Combination and Where to Find ItIn connection with the
proposed business combination, on July 14, 2022, PTIC has filed
with the SEC a preliminary proxy statement (as amended from time to
time, the “preliminary proxy statement”) relating to the proposed
business combination. When available, PTIC will mail a definitive
proxy statement and other relevant documents to its stockholders as
of a record date to be established for voting on the proposed
business combination. This communication does not contain all the
information that should be considered concerning the proposed
business combination 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’s stockholders and other interested persons are
advised to read the preliminary proxy statement and, when
available, the amendments thereto and the definitive proxy
statement and other documents filed in connection with the proposed
business combination, as these materials will contain important
information about PTIC, Appreciate and the proposed business
combination. PTIC stockholders are able to obtain copies
of the preliminary proxy statement, and will also be able to obtain
copies of subsequent amendments to the preliminary proxy statement,
to 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 are urged to carefully read
the entire preliminary proxy statement and, when available, the
amendments thereto and the definitive proxy statement and other
documents filed in connection with the proposed business
combination with the SEC, because they will contain important
information about the proposed transaction.
No Offer or SolicitationThis communication
shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
stockholder proposals. This communication 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
amended, or an exemption therefrom.
Contacts:
InvestorsCody Slach, Ralf EsperGateway Group(949) 574-3860
PTIC@gatewayir.com
MediaZach Kadletz, Anna RutterGateway Group(949)
574-3860PTIC@gatewayir.com
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