Item 8.01. Other Events.
PropTech Investment
Corporation II, a Delaware corporation (“PTIC II”), is in the process of working with its service providers to defer or
equitize up to approximately $35 million of fees and expenses otherwise payable at the closing of the transactions under
its previously announced business combination agreement, dated as of May 17, 2022 (as the same has been and may be amended,
supplemented or otherwise modified from time to time), between PTIC II, RW National Holdings, LLC, a Delaware limited liability
company (“Renters Warehouse”), and Lake Street Landlords, LLC, a Delaware limited liability company, and has obtained the
consent of a senior lender in respect of the transactions contemplated by the previously announced forward purchase agreement, dated
as of November 20, 2022, by and between PTIC II and Vellar Opportunity Fund SPV LLC – Series 9.
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 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, June 30, 2022 and September 30, 2022, the Proxy Statement,
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.