Item 5.07 Submission of Matters to a Vote of Security Holders
On November 18, 2022, PropTech Investment Corporation II, a Delaware corporation
("PTIC II") held a special meeting of its stockholders (the "Special Meeting"),
at which holders of 21,415,251 shares of PTIC II's common stock were present in
person or by proxy, collectively representing 74.488% of the voting power of
PTIC II's outstanding voting capital stock as of the date of the Special
Meeting, and constituting a quorum for the transaction of business at the
Special Meeting. The proposals listed below are described in more detail in the
definitive proxy statement of PTIC II which was filed with the Securities and
Exchange Commission (the "SEC") on October 28, 2022 (the "Proxy Statement") and
in the definitive additional proxy materials filed with the SEC on November 8,
2022 and November 10, 2022. A summary of the voting results at the Special
Meeting is set forth below:
The PTIC II stockholders approved the PTIC II Charter Amendment Proposal, the
Business Combination Proposal, the Appreciate Charter Proposal, the Advisory
Governing Documents Proposals, the Nasdaq Proposal and the Equity Incentive Plan
Proposal (each as defined in the Proxy Statement). As set forth in the Proxy
Statement, the Adjournment Proposal (as defined in the Proxy Statement) would
only be presented to PTIC II stockholders, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes
for the approval of one or more proposals at the Special Meeting. As each of the
other Proxy Statement proposals passed, there was no need to present the
Adjournment Proposal to the PTIC II stockholders.
The voting results for each proposal were as follows:
Proposal No. 1-The PTIC II Charter Amendment Proposal
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,244 1,378,262 15,745 0
Proposal No. 2-The Business Combination Proposal:
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,244 1,378,293 15,714 0
Proposal No. 3-The Appreciate Charter Proposal
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,275 1,378,262 15,714 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4A
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,275 1,378,262 15,714 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4B
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,275 1,378,262 15,714 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4C
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,021,944 1,378,593 15,714 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4D
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
19,053,874 2,345,363 16,014 0
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Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4E
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
18,723,642 2,345,363 346,246 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4F
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
20,020,944 1,378,293 16,014 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4G
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
19,918,408 1,480,829 16,014 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4H
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
19,054,206 2,345,331 15,714 0
Proposal No. 4-The Advisory Governing Documents Proposals - Proposal 4I
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
18,723,674 2,345,331 346,246 0
Proposal No. 5-The Nasdaq Proposal
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
19,388,446 2,011,091 15,714 0
Proposal No. 6-The Equity Incentive Plan Proposal
Common Stock Votes
Common Stock Votes For Against Common Stock Abstentions Broker Non-Votes
18,723,638 2,345,336 346,277 0
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by 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,
the fifth amendment dated as of November 4, 2022, and as the same may be further
amended, supplemented or otherwise modified from time to time, the "Business
Combination Agreement"), by and among PTIC II, 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, are expected to be
consummated upon satisfaction of all closing conditions. Following the
consummation of the Transactions, the common stock and warrants of Appreciate
Holdings, Inc. are expected to begin trading on The Nasdaq Capital Market (the
"Nasdaq") under the symbols "SFR" and "SFRWW" respectively.
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Item 7.01 Regulation FD Disclosure
On November 18, 2022, in connection with the business combination (the "Business
Combination") contemplated by the Transactions, PTIC II issued a press release.
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, 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.
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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
the 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.
Additional definitive proxy soliciting materials were filed with the SEC on
November 8, 2022 and November 10, 2022. 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
. . .
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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