Item
7.01 Regulation FD Disclosure.
On
October 31, 2022, PropTech Investment Corporation II (“PTIC II”) issued a press release related to its proposed business
combination (the “Business Combination”) pursuant to that certain business combination agreement (as amended by the first
amendment, dated as of May 27, 2022, the second amendment, dated as of July 14, 2022, the third amendment dated as of September 7, 2022,
and the fourth amendment dated as of October 15, 2022, and as the same may be further amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with RW National
Holdings, LLC, a Delaware limited liability company (“Renters Warehouse”), and Lake Street Landlords, LLC, a Delaware limited
liability company, in its capacity as the representative of the certain Renters Warehouse unitholders. The press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01, and it, along with information contained on PTIC II’s
website and the websites of Renters Warehouse, 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 of 1933, as amended, or the Exchange Act.
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 Renters Warehouse’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 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 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 II and its management,
and/or Renters Warehouse 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 II, Renters Warehouse, the combined company following the Business Combination or others following the announcement of the
transactions related to the 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 II, to obtain financing
necessary 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 II 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 Renters Warehouse or PTIC II 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 Renters Warehouse or the combined company following the Business Combination may be adversely affected by other
economic, business, and/or competitive factors; (12) Renters Warehouse’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 II’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, and June 30, 2022, the definitive proxy statement (the “Proxy Statement”) relating
to the Business Combination filed with the Securities and Exchange Commission on October 28, 2022, and in any subsequent filings with
the SEC. There may be additional risks that neither PTIC II nor Renters Warehouse presently know or that PTIC II and Renters Warehouse
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 PTIC II nor Renters Warehouse undertakes
any duty, and each of PTIC II and Renters Warehouse 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 Business Combination and Where to Find It
In
connection with the Business Combination, on October 28, 2022, PTIC II filed a definitive Proxy Statement with the SEC relating to the
Business Combination. PTIC II has mailed the Proxy Statement and other relevant documents to its stockholders as of October 4, 2022,
the record date, for voting on the Business Combination. This Current Report on Form 8-K does not contain all the information that should
be considered concerning the 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 II’s stockholders 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 II, Renters Warehouse and the Business Combination. PTIC II stockholders are able to obtain copies
of the Proxy Statement, and other documents filed with the SEC, once available, without 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.
Before
making any voting or investment decision, investors and security holders of PTIC II are urged to carefully read the entire Proxy Statement
and other documents filed in connection with the Business Combination with the SEC, because they contain important information about
the proposed transaction and the related stockholder proposals.
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 stockholder proposals. A list of the names of those directors and executive officers and a description of their interests
in PTIC II is contained in the 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.
Renters
Warehouse 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 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 Proxy Statement and is available free of charge as noted above.
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 stockholder proposals. 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 amended, or an
exemption therefrom.