Statistiche di base
| CIK | 1821075 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Appreciate Holdings, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| February 14, 2024 |
SFR / Appreciate Holdings Inc - Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245287d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 4)* Appreciate Holdings, Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (the |
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| February 12, 2024 |
SC 13G/A 1 ea193057-13ga1cantorapprec.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Appreciate Holdings, Inc. (Name of Issuer) Class A Common Stock (Titles of Class of Securities) 03832J106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| February 12, 2024 |
JOINT FILING AGREEMENT Appreciate Holdings, Inc. EX-99.1 2 ea193057ex99-1appreciate.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Appreciate Holdings, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39758 APPRECIATE HOLDINGS, INC. (Exact name of registrant as specified i |
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| December 18, 2023 |
December 18, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 18, 2023 |
December 18, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 18, 2023 |
December 18, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Appreciate Holdings, Inc. |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Appreciate Holdings, Inc. |
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| November 20, 2023 |
Exhibit 99.1 Appreciate Holdings, Inc. 6101 Baker Road, Suite 200 Minnetonka, Minnesota 55345 Attention: Chris Laurence [email protected] Date: November 9, 2023 Re: Designation of Maturity Date To whom it may concern: Reference is made to the Notification of Seller VWAP Trigger Event sent by Polar Multi- Strategy Master Fund (“Polar”) to Appreciate Holdings, Inc. dated January 18, 202 |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 001-39758 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 Appreciate Holdings, Inc. |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 Appreciate Holdings, Inc. |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 Appreciate Holdings, Inc. |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023 Appreciate Holdings, Inc. |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 Appreciate Holdings, Inc. |
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| August 16, 2023 |
Exhibit 99.1 Execution Version SECOND FORBEARANCE AGREEMENT THIS SECOND FORBEARANCE AGREEMENT (this “Agreement”) is made effective as of the 13th day of August, 2023 (the “Effective Date”) by and among Appreciate Holdings, Inc. (f/k/a RW National Holdings, LLC), a Delaware corporation (“Appreciate”), RW OpCo, LLC, a Delaware limited liability company (“OpCo”), RW OA Acquisition, LLC, a Minnesota l |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 001-39758 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 Appreciate Holdings, Inc. |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 Appreciate Holdings, Inc. |
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| June 15, 2023 |
Exhibit 99.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is made as of this 8th day of June, 2023 (the “Effective Date”) by and among Appreciate Holdings, Inc. (f/k/a RW National Holdings, LLC), a Delaware corporation (“Appreciate”), RW OpCo, LLC, a Delaware limited liability company (“OpCo”), RW OA Acquisition, LLC, a Minnesota limited liability company (“Acquisition,” and |
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| June 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 Appreciate Holdings, Inc. |
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| June 12, 2023 |
SFR / Appreciate Holdings Inc - Class A / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 12, 2023 |
SFR / Appreciate Holdings Inc - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 Appreciate Holdings, Inc. |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 Appreciate Holdings, Inc. |
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| May 19, 2023 |
Appreciate Announces Receipt of Notice From Nasdaq Regarding Late Filing of its Form 10-Q Exhibit 99.1 Appreciate Announces Receipt of Notice From Nasdaq Regarding Late Filing of its Form 10-Q MINNETONKA, Minn., May. 19, 2023 – Appreciate Holdings, Inc. (“Appreciate” or the “Company”) (NASDAQ: SFR), the parent holding company of Renters Warehouse (“Renters Warehouse”), a leading end-to-end Single-Family Rental (“SFR”) marketplace and management platform, today announced that it receive |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 001-39758 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form |
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| May 11, 2023 |
Exhibit 99.1 May 5, 2023 Appreciate Holdings, Inc. (f/k/a RW National Holdings, LLC) RW OpCo, LLC 6101 Baker Road, Suite 200 Minnetonka, MN 55345 Attention: Chris Laurence Email: [email protected] VIA E-MAIL Re: Notice of Defaults and Reservation of Rights Dear Mr. Laurence: Reference is hereby made to (i) that certain Loan Agreement dated January 2, 2019 (as amended, restated, supple |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 Appreciate Holdings, Inc. |
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| May 9, 2023 |
NOTICE OF DEFAULT AND EARLY TERMINATION Exhibit 99.1 Columbus Circle 24th Floor New York, NY 10019 T 646 792 5600 F 212 489 1310 www.cohenandcompany.com Appreciate Holdings Inc. 6101 Baker Road, Suite 200 Minnetonka, Minnesota 55345 Attention: Chris Laurence [email protected] NOTICE OF DEFAULT AND EARLY TERMINATION May 3, 2023 Ladies and Gentlemen: Reference is made to (i) the Confirmation Re: OTC Equity Prepaid Forward Tra |
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| May 9, 2023 |
Exhibit 99.2 Columbus Circle 24th Floor New York, NY 10019 T 646 792 5600 F 212 489 1310 www.cohenandcompany.com Appreciate Holdings Inc. 6101 Baker Road, Suite 200 Minnetonka, Minnesota 55345 Attention: Chris Laurence [email protected] NOTICE OF SETTLEMENT AMOUNT May 3, 2023 Ladies and Gentlemen: Reference is made to (i) the Confirmation Re: OTC Equity Prepaid Forward Transaction, da |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Appreciate Holdings, Inc. |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 Appreciate Holdings, Inc. |
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| May 4, 2023 |
SFR / Appreciate Holdings Inc - Class A / Hennessy Thomas D - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 4, 2023 |
SFR / Appreciate Holdings Inc - Class A / HENNESSY DANIEL J - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 4, 2023 |
SFR / Appreciate Holdings Inc - Class A / Beck Milton Joseph - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 1, 2023 |
Annex A VWAP Trigger Event Trading Data Exhibit 99.1 3 Columbus Circle, 24th Floor New York, NY 10019 T 646 792 5600 OTC EQUITY PREPAID FORWARD TRANSACTION- NOTICE Date: April 25, 2023 To: Appreciate Holdings, Inc. (“Counterparty”) 6101 Baker Road, Suite 200 Minnetonka, Minnesota 55345 Attention: Chris Laurence, CEO Email: [email protected] From: Vellar Opportunity Fund SPV LLC – Series 9, a Delaware series limited liabilit |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Appreciate Holdings, Inc. |
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| April 27, 2023 |
APPRECIATE ANNOUNCES PRELIMINARY RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2023 Exhibit 99.1 APPRECIATE ANNOUNCES PRELIMINARY RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2023 MINNETONKA, Minn., Apr. 27, 2023 – Appreciate Holdings, Inc. (“Appreciate” or the “Company”) (NASDAQ: SFR), the parent holding company of Renters Warehouse (“Renters Warehouse”), a leading end-to-end Single-Family Rental (“SFR”) marketplace and management platform, today announced selected preliminary |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Appreciate Holdings, Inc. |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 Appreciate Holdings, Inc. |
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| April 26, 2023 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of April 25, 2023 (“Amendment”), by and among Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and Meteora Capital Partners, LP, a Delaware limited pa |
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| April 26, 2023 |
APPRECIATE ANNOUNCES PRELIMINARY FULL YEAR 2022 RESULTS Exhibit 99.1 APPRECIATE ANNOUNCES PRELIMINARY FULL YEAR 2022 RESULTS MINNETONKA, Minn., Apr. 25, 2023 – Appreciate Holdings, Inc. (“Appreciate” or the “Company”) (NASDAQ: SFR), the parent holding company of Renters Warehouse (“Renters Warehouse”), a leading end-to-end Single-Family Rental (“SFR”) marketplace and management platform, today announced selected preliminary unaudited financial results |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 Appreciate Holdings, Inc. |
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| April 25, 2023 |
Exhibit 99.1 APPRECIATE ANNOUNCES RECEIPT OF NOTICE FROM NASDAQ REGARDING LATE FILING OF ANNUAL REPORT ON FORM 10-K MINNETONKA, Minn., Apr. 25, 2023 – Appreciate Holdings, Inc. (“Appreciate” or the “Company”) (NASDAQ: SFR), the parent holding company of Renters Warehouse (“Renters Warehouse”), a leading end-to-end Single-Family Rental (“SFR”) marketplace and management platform, today announced th |
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| April 3, 2023 |
NT 10-K 1 ea176362-nt10kappreciate.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 001-39758 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on |
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| March 31, 2023 |
Form of Debenture dated as of March 27, 2023 Exhibit 4.1 ThIS SUBORDINATED CONVERTIBLE DEBENTURE AND SUCH OTHER SECURITIES ISSUABLE UPON CONVERSION HEREOF have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Securities Act and any applicable state se |
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| March 31, 2023 |
Form of Security Agreement dated as of March 27, 2023 Exhibit 10.1 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is entered into effective as of the day of March, 2023, by Appreciate Holdings, Inc., a Delaware corporation located at 6101 Baker Rd Suite 200, Minnetonka, MN 55345, on behalf of itself and all of its subsidiaries (collectively, the “Borrower”), for the benefit of those persons who have each executed a signature page here |
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| March 31, 2023 |
Form of Subordination Agreement dated as of March 27, 2023 Exhibit 10.2 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of March , 2023, by and among Appreciate Holdings, Inc., a Delaware corporation, RW National Holdings, LLC, a Delaware limited liability company, and RW Opco, LLC, a Delaware limited liability company (regardless of whether one or more, collectively, the “Borrower”) and the undersigned |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 Appreciate Holdings, Inc. |
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| March 31, 2023 |
Amendment No. 1 to Investor Rights Agreement dated as of March 27, 2023 Exhibit 10.3 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of March 27, 2023 (the “Effective Date”), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware corporation (“Appreciate,” the “Company,” or “PubCo”); (ii) Lake Street Landlords, LLC, a Delaw |
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| March 31, 2023 |
Form of Warrant dated as of March 27, 2023 Exhibit 4.2 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEM |
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| February 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268905 PROSPECTUS Appreciate Holdings, INC. 37,265,500 Shares of Class A Common Stock Up to 7,388,889 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 4,833,333 Warrants This prospectus relates to the offer and sale by us of (i) up to 2,555,556 shares of Class A Common stock, par value $0.0001 per share of Appreciate Hold |
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| February 14, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234574-3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Appreciate Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (the |
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| February 14, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / Anson Funds Management LP - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 Appreciate Holdings, Inc. |
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| February 13, 2023 |
As filed with the Securities and Exchange Commission on February 13, 2023 As filed with the Securities and Exchange Commission on February 13, 2023 Registration No. |
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| February 13, 2023 |
As filed with the Securities and Exchange Commission on February 13, 2023 As filed with the Securities and Exchange Commission on February 13, 2023 Registration No. |
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| February 10, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 sc13gaappreciateholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Appreciate Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03832J106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta |
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| February 10, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Appreciate Holdings, Inc. (f/k/a PropTech Investment Corporation II) (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 03832J106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement |
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| February 3, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Appreciate Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 03832J106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| January 31, 2023 |
US03832J1060 / APPRECIATE HOLDINGS INC / CANTOR FITZGERALD & CO. - SCHEDULE 13G Passive Investment SC 13G 1 ea172430-13gcantorappreci.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Appreciate Holdings, Inc. (Name of Issuer) Class A Common Stock (Titles of Class of Securities) 03832J106 (CUSIP Number) January 13, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| January 31, 2023 |
JOINT FILING AGREEMENT Appreciate Holdings, Inc. EX-99.1 2 ea172430ex99-1appreciate.htm JOINT FILING AGREEMENT, DATED AS OF JANUARY 30, 2023, BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT Appreciate Holdings, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on S |
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| January 30, 2023 |
As filed with the Securities and Exchange Commission on January 30, 2023 As filed with the Securities and Exchange Commission on January 30, 2023 Registration No. |
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| January 30, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) APPRECIATE HOLDINGS, INC. |
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| January 24, 2023 |
EX-99.2 3 tm234268d11ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 24, 2023 |
EX-99.1 2 tm234268d11ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of APPRECIATE HOLDINGS INC dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan |
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| January 24, 2023 |
SC 13G/A 1 tm234268d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* Appreciate Holdings Inc. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 03832J106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che |
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| January 18, 2023 |
As filed with the Securities and Exchange Commission on January 17, 2023 As filed with the Securities and Exchange Commission on January 17, 2023 Registration No. |
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| January 12, 2023 |
Exhibit 99.1 Investor Presentation January 2023 This presentation (this “Presentation”) is being delivered by Appreciate (along with its subsidiaries, “Appreciate” or the “Company”) to persons who may be interested in making their own evaluation with respect to an investment involving the Company . This Presentation has been prepared solely for informational purposes with the express understanding |
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| January 12, 2023 |
Regulation FD Disclosure, Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 Appreciate Holdings, Inc. |
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| January 11, 2023 |
EX-99.1 2 meteoraex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or reg |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Appreciate Holdings, Inc. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 03832J106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 11, 2023 |
As filed with the Securities and Exchange Commission on January 11, 2023 As filed with the Securities and Exchange Commission on January 11, 2023 Registration No. |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 10, 2023 |
SC 13G 1 appreciatesc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Appreciate Holdings, Inc. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 03832J106 (CUSIP Number) November 30, 2022 (Date of Event which Requires Filing of this Statement) |
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| January 10, 2023 |
EX-99.1 2 appreciateex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. |
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| December 30, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) APPRECIATE HOLDINGS, INC. |
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| December 20, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) APPRECIATE HOLDINGS, INC. |
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| December 20, 2022 |
As filed with the Securities and Exchange Commission on December 20, 2022 As filed with the Securities and Exchange Commission on December 20, 2022 Registration No. |
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| December 15, 2022 |
List of Appreciate Holdings, Inc. Subsidiaries Exhibit 21.1 Appreciate Holdings, Inc. LIST OF SUBSIDIARIES Entity Percent Ownership Appreciate Intermediate Holdings, LLC 100% |
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| December 15, 2022 |
Exhibit 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED Employment Agreement (this ?Agreement?) is entered into effective as of September 15, 2016 (the ?Effective Date?), by and between Kevin Ortner (?Executive?) and Renters Warehouse, LLC, a Minnesota limited liability company (the ?Company?) and a subsidiary of Holdings. RECITALS: A. The Company retained the services of |
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| December 15, 2022 |
Exhibit 3.3 Execution Version FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APPRECIATE INTERMEDIATE HOLDINGS, LLC DATED AS OF NOvember 29, 2022 THE LIMITED LIABILITY COMPANY INTERESTS IN APPRECIATE INTERMEDIATE HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICAB |
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| December 15, 2022 |
Exhibit 10.5 |
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| December 15, 2022 |
Exhibit 10.20 AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this ?Amendment?) is effective as of July , 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the ?Company?), and Todd Jable (?Executive?). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Agreeme |
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| December 15, 2022 |
Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered effective as of November 19, 2018 (the ?Effective Date?), by and between Todd Jable (?Executive?) and Renters Warehouse, LLC, a Minnesota limited liability company, or its affiliate (the ?Company?). RECITALS: A. The Company desires to retain the services of Executive to serve as its Chief Technology Officer, |
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| December 15, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) APPRECIATE HOLDINGS, INC. |
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| December 15, 2022 |
As filed with the Securities and Exchange Commission on December 15, 2022 As filed with the Securities and Exchange Commission on December 15, 2022 Registration No. |
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| December 15, 2022 |
Exhibit 10.17 AMENDMENT No. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to Executive Employment Agreement (this ?Amendment?) is effective as of July 14, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the ?Company?), and Nolan Jacobson (?Executive?). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assig |
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| December 15, 2022 |
Exhibit 10.9 |
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| December 15, 2022 |
Exhibit 10.16 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into effective as of February 2, 2018 (the ?Effective Date?), by and between Nolan Jacobson (?Executive?) and Renters Warehouse, LLC, a Minnesota limited liability company (the ?Company?). RECITALS: A. The Company desires to retain the services of Executive to serve as its Executive Vice President |
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| December 15, 2022 |
Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into effective as of February 22, 2021 (the ?Effective Date?), by and between Christopher A. Laurence (?Executive?) and RW National Holdings, LLC, a Delaware limited liability company (the ?Company?). RECITALS: A. The Company retained the services of Executive to serve as its Chief Executive Officer and perf |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Appreciate Holdings, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 03832J 106 (CUSIP Number) C/O APPRECIATE HOLDINGS, INC. 6101 BAKER ROAD, SUITE 200 Minnetonka, MN 55345 Telephone Number: (952) 470-8888 (Nam |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* APPRECIATE HOLDINGS, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 03832J106 (CUSIP Number) November 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| December 5, 2022 |
Second Amended and Restated Certificate of Incorporation of Appreciate Holdings, Inc. EX-3.1 6 ea169605ex3-1appreciate.htm SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APPRECIATE HOLDINGS, INC Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:31 AM 11/29/2022 FILED 10:31 AM 11/29/2022 SR 20224119252 - File Number 3397499 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APPRECIATE HOLDINGS, INC. November 29, 2022 Appreci |
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| December 5, 2022 |
Exhibit 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 29, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and RW National Holdings, LLC (f/k/a PropTech Investment Corporation II and t/b/k/a Appreciate Holdings, Inc.), a Delaware limited liability company ( |
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| December 5, 2022 |
Form of Indemnification Agreement Exhibit 10.11 Execution Version CONFIDENTIAL INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of November , 2022 (the ?Effective Date?), is made by and between Appreciate Holdings, Inc., a Delaware corporation (the ?Corporation?) and [] (the ?Indemnitee?). BACKGROUND A. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to con |
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| December 5, 2022 |
Exhibit 10.12 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to the Employment Agreement (this ?Amendment?) is effective as of November 15, 2022, by and between RW National Holdings, LLC, a Delaware limited liability company (the ?Company?), and Christopher Laurence (?Executive?). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned |
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| December 5, 2022 |
Letter Amendment to Omnibus Amendment dated September 16, 2022 Exhibit 10.8 Confidential EFFECTIVE DATE: SEPTEMBER 16, 2022 RE: Extension of Maturity Date and Suspension of Financial Covenant Tests This letter amendment (this ?Amendment?) is in reference to that certain Securities Purchase Agreement (the ?Purchase Agreement?), dated as of November 7, 2016, entered into by RW National Holdings, LLC, a Delaware limited liability company (?RWN?), RW OpCo, LLC, a |
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| December 5, 2022 |
Letter from Withum Smith+Brown, PC to the Securities and Exchange Commission dated December 5, 2022. Exhibit 16.1 December 5, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read Appreciate Holdings, Inc (formerly known as PropTech Investment Corporation II) statements included under Item 4.01 of its Form 8-K dated December 5, 2022. We agree with the statements concerning our Firm under It |
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| December 5, 2022 |
Form of Specimen Class B Common Stock Certificate EX-4.2 10 ea169605ex4-2appreciate.htm FORM OF SPECIMEN CLASS B COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS APPRECIATE HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS B COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS B COMMON STOCK OF APP |
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| December 5, 2022 |
Form of Specimen Warrant Certificate EX-4.3 11 ea169605ex4-3appreciate.htm FORM OF SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW APPRECIATE HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware CUSIP 03832J 106 Warrant Certificate |
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| December 5, 2022 |
Amended and Restated Bylaws of Appreciate Holdings, Inc. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF APPRECIATE HOLDINGS, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s regi |
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| December 5, 2022 |
Exhibit 2.10 AMENDMENT TO AMENDMENT, ASSIGNMENT AND NOVATION AGREEMENT This Amendment (?Amendment?) to that certain Amendment, Assignment and Novation Agreement is made by and among Vellar Opportunity Fund SPV LLC ? Series 9, a Delaware limited liability company (?Assignor?), Polar Multi-Strategy Master Fund (the ?Purchaser? or ?Assignee?), PropTech Investment Corporation II, a Delaware Corporatio |
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| December 5, 2022 |
Exhibit 10.13 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 1 to the Amended and Restated Employment Agreement (this ?Amendment?) is effective as of November 16, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the ?Company?), and Kevin Ortner (?Executive?). All capitalized terms used in this Amendment and not otherwise defined s |
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| December 5, 2022 |
Exhibit 10.15 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to the Employment Agreement (this “Amendment”) is effective as of November 23, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the “Company”), and Todd Jable (“Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in t |
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| December 5, 2022 |
EX-10.9 18 ea169605ex10-9appreciate.htm AMENDMENT NO. 1 TO LOAN AGREEMENTS BY AND BETWEEN BRIDGEWATER BANK, RW NATIONAL HOLDINGS LLC AND RW OA ACQUISTION LLC AS OF NOVEMBER 20, 2022 Exhibit 10.9 AMENDMENT NO. 1 TO LOAN AGREEMENTS THIS AMENDMENT NO. 1 TO LOAN AGREEMENTS (this “Agreement”) is entered into as of November 20, 2022 (the “Effective Date”) by and between Bridgewater Bank, a Minnesota ban |
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| December 5, 2022 |
EX-2.11 5 ea169605ex2-11appreciate.htm ASSIGNMENT AND NOVATION AGREEMENT BY AND AMONG VELLAR OPPORTUNITY FUND SPV LLC - SERIES 9, METEORA SPECIAL OPPORTUNITY FUND I, LP, METEORA SELECT TRADING OPPORTUNITIES MASTER, LP Exhibit 2.11 ASSIGNMENT AND NOVATION AGREEMENT This Assignment and Novation Agreement (the “Agreement”) is made by and among Vellar Opportunity Fund SPV LLC – Series 9, a Delaware li |
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| December 5, 2022 |
Letter Amendment to Omnibus Amendment dated June 30, 2022 EX-10.7 16 ea169605ex10-7appreciate.htm LETTER AMENDMENT TO OMNIBUS AMENDMENT DATED JUNE 30, 2022 Exhibit 10.7 Confidential EFFECTIVE DATE: JUNE 30, 2022 RE: Extension of Maturity Date This letter amendment is in reference to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2016, entered into by RW National Holdings, LLC, a Delaware limited liability c |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 Appreciate Holdings, Inc. |
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| December 5, 2022 |
Appreciate Holdings, Inc. Code of Ethics Exhibit 14.1 APPRECIATE HOLDINGS, INC. CODE OF ETHICS AND BUSINESS CONDUCT To All Appreciate Directors, Employees and Officers: At Appreciate Holdings, Inc. (?Appreciate?) we are committed to observing the spirit and letter of the laws and regulations that apply to our business. We are driven to do what is right for our shareholders and our employees. We also understand that this responsibility li |
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| December 5, 2022 |
Exhibit 3.3 Execution Version FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APPRECIATE INTERMEDIATE HOLDINGS, LLC DATED AS OF NOVEMBER 29, 2022 THE LIMITED LIABILITY COMPANY INTERESTS IN APPRECIATE INTERMEDIATE HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICAB |
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| December 5, 2022 |
Exhibit 10.2 Execution Version INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the ?Investor Rights Agreement?), dated as of November 29, 2022 (the ?Effective Date?), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corp |
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| December 5, 2022 |
EX-10.1 12 ea169605ex10-1appreciate.htm TAX RECEIVABLE AGREEMENT, DATED AS OF NOVEMBER 29, 2022, BY AND AMONG APPRECIATE HOLDINGS, INC., THE TRA PARTY REPRESENTATIVE AND THE TRA PARTIES Exhibit 10.1 Execution Version FORM OF INCOME TAX RECEIVABLE AGREEMENT among PROPTECH INVESTMENT CORPORATION II, APPRECIATE INTERMEDIATE HOLDINGS, LLC, RW NATIONAL HOLDINGS, LLC, LAKE STREET LANDLORDS, LLC, and THE |
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| December 5, 2022 |
Form of Specimen Class A Common Stock Certificate EX-4.1 9 ea169605ex4-1appreciate.htm FORM OF SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.1 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 03832J 114 APPRECIATE HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COM |
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| December 5, 2022 |
2022 Equity Incentive Plan of Appreciate Holdings, Inc. Exhibit 10.10 APPRECIATE HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN ARTICLE 1. PURPOSE OF THE PLAN The name of this plan is the Appreciate Holdings, Inc. 2022 Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (a) enable Appreciate Holdings, Inc., a Delaware corporation (the ?Company?), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who wi |
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| December 5, 2022 |
Exhibit 10.14 AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No.2 to the Executive Employment Agreement (this “Amendment”) is effective as of November 28, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the “Company”), and Nolan Jacobson (“Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meaning |
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| December 5, 2022 |
EX-2.9 3 ea169605ex2-9appreciate.htm AMENDMENT, ASSIGNMENT AND NOVATION AGREEMENT BY AND AMONG VELLAR OPPORTUNITY FUND SPV LLC - SERIES 9, POLAR MULTI-STRATEGY MASTER FUND, PROPTECH INVESTMENT CORPORATION II, AND RW NATIONAL HOLDINGS, LLC, AS OF NOVEMBER 23, 2022 Exhibit 2.9 AMENDMENT, ASSIGNMENT AND NOVATION AGREEMENT This Amendment, Assignment and Novation Agreement (the “Agreement”) is made by |
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| December 5, 2022 |
Pro Forma Financial Information Exhibit 9.01(b) UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on December 5, 2022. Unless the context otherwise requires, the ?Combined Company? refers to Appreciate Holdings, Inc. |
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| December 5, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 Appreciate Holdings, Inc. |
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| December 5, 2022 |
Exhibit 10.6 EXECUTION COPY OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND 12% SECURED PROMISSORY NOTE This OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND 12% SECURED PROMISSORY NOTE (this ?Agreement?) dated as of May 16, 2022, among RW National Holdings, LLC, a Delaware limited liability company (?RWN?), RW OpCo, LLC, a Delaware limited liability company (?OpCo,? and together with |
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| December 5, 2022 |
Exhibit 2.8 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of November 29, 2022 (this ?Amendment?), by and among Vellar Opportunity Fund SPV LLC ? Series 9 (?Vellar?), PropTech Investment Corporation II, a Delaware corporation (?PropTech?) and RW National Holdings, LLC, a Delaware limited liability company (the ?Target?). Reference is |
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| December 5, 2022 |
PropTech Investment Corporation II and Appreciate Announce Closing of Business Combination Exhibit 99.1 PropTech Investment Corporation II and Appreciate Announce Closing of Business Combination ? Trading of Appreciate Securities on Nasdaq to Commence on Wednesday, November 30, 2022 NEW YORK, NY and MINNETONKA, MN, November 29, 2022 ? PropTech Investment Corporation II (NASDAQ: PTIC) (?PropTech II? or ?PTIC?) and RW National Holdings, LLC (d/b/a Appreciate) (?Appreciate? or ?the company |
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| December 5, 2022 |
Renters Warehouse Condensed Consolidated Financial Statements – September 30, 2022 Exhibit 9.01(a) RW National Holdings, LLC and Subsidiaries (dba Renters Warehouse) Condensed Consolidated Financial Statements September 30, 2022 RW National Holdings, LLC and Subsidiaries (dba Renters Warehouse) CONTENTS Page(s) Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets F-2 Unaudited Condensed Consolidated Statements of Operations F-3 Un |
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| December 2, 2022 |
SC 13G 1 cohenco-ptic112222.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropTech Investment Corporation II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) November 22, 2022 (Date of Event Which Requires Filing of this Statement) C |
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| November 22, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation |
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| November 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation |
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| November 21, 2022 |
Exhibit 10.1 Execution Version Date: November 20, 2022 To: PropTech Investment Corporation II, a Delaware corporation (?PropTech?) and RW National Holdings, LLC, a Delaware limited liability company (?Target?). Address: 3415 North Pines Way Suite 204 Wilson, WY 83014 From: Vellar Opportunity Fund SPV LLC ? Series 9 (?Seller?) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement |
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| November 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporati |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 PROPTECH INVESTMENT CORPORATION II (Exact name of registrant as specified in its charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incor |
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| November 18, 2022 |
PropTech Investment Corporation II Stockholders Approve Business Combination with Appreciate Exhibit 99.1 PropTech Investment Corporation II Stockholders Approve Business Combination with Appreciate NEW YORK, NY and MINNETONKA, MN, November 18, 2022 ? PropTech Investment Corporation II (NASDAQ: PTIC) (?PropTech II? or ?PTIC?) today announced that its stockholders voted to approve the proposed business combination (the ?Business Combination?) with RW National Holdings, LLC (d/b/a Appreciat |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| November 10, 2022 |
EX-10.1 2 ea168089ex10-1proptechcorp2.htm BUSINESS COMBINATION AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 5. TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made as of November 4, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), (b) RW National Holdings, LLC, a Delaware limited |
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| November 8, 2022 |
Exhibit 2.4 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 3. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of September 7, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c) |
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| November 8, 2022 |
EX-2.3 3 f10q0922ex2-3proptech2.htm AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT, DATED AS OF JULY 14, 2022 Exhibit 2.3 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 2. TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made as of July 14, 2022, by and among (a) PropTech Investment Corporation II, a Delaware co |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 8, 2022 |
Exhibit 2.5 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 4. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of October 15, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c) |
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| November 8, 2022 |
Exhibit 2.2 AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the ?Amendment?) is effective as of May 27, 2022 by and between PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), and Lake Street Landlords, LLC, a Delaware limited liability company, in its capacity as the Sellers? Representative (?Sellers? Representative?). Capitalized |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropT |
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| November 3, 2022 |
November 3, 2022 VIA EDGAR Isabel Rivera Pam Howell Paul Cline Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| October 31, 2022 |
Exhibit 99.1 PropTech Investment Corporation II Announces Filing and Mailing of Definitive Proxy Statement and Special Meeting Date in Connection with Proposed Business Combination with Appreciate NEW YORK, NY and MINNETONKA, MN, ? October 31, 2022 ? PropTech Investment Corporation II (NASDAQ: PTIC) (?PTIC?), a special purpose acquisition company targeting businesses in the real estate technology |
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| October 31, 2022 |
Press Release, dated October 31, 2022 EX-99.1 2 ea167777ex99-1proptech2.htm PRESS RELEASE, DATED OCTOBER 31, 2022 Exhibit 99.1 PropTech Investment Corporation II Announces Filing and Mailing of Definitive Proxy Statement and Special Meeting Date in Connection with Proposed Business Combination with Appreciate NEW YORK, NY and MINNETONKA, MN, – October 31, 2022 – PropTech Investment Corporation II (NASDAQ: PTIC) (“PTIC”), a special pur |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 31, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 20, 2022 |
Investor Presentation, dated October 2022 Exhibit 99.1 |
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| October 20, 2022 |
Appreciate Announces Board of Directors to Include Industry and Public Company Veterans Exhibit 99.2 Appreciate Announces Board of Directors to Include Industry and Public Company Veterans ? Laurie A. Hawkes, industry veteran and Chairman of the Board of Broadstone Net Lease, Inc., expected to serve as Chairman of the Board of Directors of Appreciate MINNETONKA, MN, ? October 20, 2022 ? RW National Holdings, LLC (d/b/a Appreciate) (?Appreciate? or ?the company?), the parent holding c |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 20, 2022 |
Fourth Amendment to the Business Combination Agreement, dated as of October 15, 2022 Exhibit 10.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 4. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of October 15, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c |
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| October 20, 2022 |
Fourth Amendment to the Business Combination Agreement, dated as of October 15, 2022 Exhibit 10.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 4. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of October 15, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c |
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| October 20, 2022 |
Investor Presentation, dated October 2022 Exhibit 99.1 |
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| October 20, 2022 |
Press Release, dated October 20, 2022 Exhibit 99.2 Appreciate Announces Board of Directors to Include Industry and Public Company Veterans ? Laurie A. Hawkes, industry veteran and Chairman of the Board of Broadstone Net Lease, Inc., expected to serve as Chairman of the Board of Directors of Appreciate MINNETONKA, MN, ? October 20, 2022 ? RW National Holdings, LLC (d/b/a Appreciate) (?Appreciate? or ?the company?), the parent holding c |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| October 17, 2022 |
October 17, 2022 VIA EDGAR Isabel Rivera Pam Howell Paul Cline Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| October 3, 2022 |
Transcript of Management Webcast, dated September 29, 2022 Exhibit 99.2 Transcript for September 29, 2022, 2:00 PM ET Page 1 of 17 SPEAKER VERSION PRESENTATION Ralf Esper ? Gateway Group ? External Director of IR Hello everyone and welcome to the Appreciate Investor Day. This is Ralf Esper and I work at Gateway Group, which is the investor relations firm for Appreciate. I?m going to kick things off today and wanted to give you an idea of how this is going |
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| October 3, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| October 3, 2022 |
Investor Presentation, dated September 2022 EX-99.1 2 ea166612ex99-1proptech2.htm INVESTOR PRESENTATION, DATED SEPTEMBER 2022 Exhibit 99.1 Investor Presentation Septe m ber 2022 This presentation (this “Presentation”) is being delivered by RW National Holdings, LLC t/b/k/a “Appreciate” (along with its subsidiaries, “Appreciate” or the “Company”) to persons who may be interested in making their own evaluation with respect to an investment in |
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| October 3, 2022 |
Exhibit 99.1 Investor Presentation Septe m ber 2022 This presentation (this ?Presentation?) is being delivered by RW National Holdings, LLC t/b/k/a ?Appreciate? (along with its subsidiaries, ?Appreciate? or the ?Company?) to persons who may be interested in making their own evaluation with respect to an investment involving the Company and / or PropTech Investment Corporation II (?PTIC?) in connec |
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| October 3, 2022 |
Exhibit 99.2 Transcript for September 29, 2022, 2:00 PM ET Page 1 of 17 SPEAKER VERSION PRESENTATION Ralf Esper ? Gateway Group ? External Director of IR Hello everyone and welcome to the Appreciate Investor Day. This is Ralf Esper and I work at Gateway Group, which is the investor relations firm for Appreciate. I?m going to kick things off today and wanted to give you an idea of how this is going |
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| September 29, 2022 |
September 29, 2022 VIA EDGAR Isabel Rivera Pam Howell Paul Cline Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| September 29, 2022 |
PRER14A 1 prer14a0922a3proptechinv2.htm REVISED PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidenti |
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| September 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| September 19, 2022 |
September 19, 2022 VIA EDGAR Isabel Rivera Pam Howell Paul Cline Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 13, 2022 |
Promissory Note, dated as of September 8, 2022 Exhibit 10.2 PROMISSORY NOTE Principal Amount: up to $250,000 Dated as of September 8, 2022 (as set forth on the Schedule of Borrowings attached hereto) PropTech Investment Corporation II, a Delaware corporation and blank check company (the ?Maker?), promises to pay to the order of HC PropTech Partners II LLC, a Delaware limited liability company (together with its successors and assigns, the ?Pay |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation |
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| September 13, 2022 |
Third Amendment to the Business Combination Agreement, dated as of September 7, 2022 Exhibit 10.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 3. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of September 7, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c |
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| September 13, 2022 |
Third Amendment to the Business Combination Agreement, dated as of September 7, 2022 Exhibit 10.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO 3. TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?), is made as of September 7, 2022, by and among (a) PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), (b) RW National Holdings, LLC, a Delaware limited liability company (the ?Company?) and (c |
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| September 13, 2022 |
Promissory Note, dated as of September 8, 2022 Exhibit 10.2 PROMISSORY NOTE Principal Amount: up to $250,000 Dated as of September 8, 2022 (as set forth on the Schedule of Borrowings attached hereto) PropTech Investment Corporation II, a Delaware corporation and blank check company (the ?Maker?), promises to pay to the order of HC PropTech Partners II LLC, a Delaware limited liability company (together with its successors and assigns, the ?Pay |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 18, 2022 |
PRER14A 1 prer14a0822proptechinvest2.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for |
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| August 17, 2022 |
August 17, 2022 VIA EDGAR Isabel Rivera Pam Howell Paul Cline Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech I |
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| August 8, 2022 |
Amendment No. 1 to the Business Combination Agreement, dated as of May 27, 2022* Exhibit 2.2 Annex A-I AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the “Amendment”) is effective as of May 27, 2022 by and between PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), and Lake Street Landlords, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (“Sellers’ Representative”). Ca |
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| July 14, 2022 |
CALCULATION OF FILING FEE TABLES Table 1 – Transaction Valuation EX-FILING FEES 2 prem14a0722ex-feeproptech2.htm FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $307,632,000.00(1)(2) 0.0000927 $28,517.49(3) Fees Previously Paid — — Total Transaction Valuation $307,632,000.00 Total Fees Due for Filing $28,517.49 Total Fees P |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) (Co |
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| May 17, 2022 |
Form of Transaction Support Agreement*** EX-10.2 4 ea159964ex10-2proptech2.htm FORM OF TRANSACTION SUPPORT AGREEMENT Exhibit 10.2 COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENT This COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 17, 2022, by and among PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), RW National Holdings, LLC, a Delaware limited liability company (the |
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| May 17, 2022 |
Form of Registration Rights Agreement Exhibit 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and [PropTech Investment Corporation II (t/b/k/a Appreciate Holdings, Inc.)], a Delaware corporation (the ?Company?). RECITALS The Company and the Investor have entered |
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| May 17, 2022 |
Form of Transaction Support Agreement Exhibit 10.2 COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENT This COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of May 17, 2022, by and among PropTech Investment Corporation II, a Delaware corporation (?PTIC II?), RW National Holdings, LLC, a Delaware limited liability company (the ?Company?), and the party listed on the signature pages hereto as a ?Unitho |
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| May 17, 2022 |
Sponsor Letter Agreement, dated as of May 17, 2022 Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of May 17, 2022, is made by and among HC PropTech Partners II LLC, a Delaware limited liability company (the ?Sponsor?), Proptech Investment Corporation II, a Delaware corporation (?PTIC II?), RW National Holdings, LLC, a Delaware limited liability company (the ?Company?), each of Jack Leeney, Courtney |
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| May 17, 2022 |
Sponsor Letter Agreement, dated as of May 17, 2022*** Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of May 17, 2022, is made by and among HC PropTech Partners II LLC, a Delaware limited liability company (the ?Sponsor?), Proptech Investment Corporation II, a Delaware corporation (?PTIC II?), RW National Holdings, LLC, a Delaware limited liability company (the ?Company?), each of Jack Leeney, Courtney |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) ( |
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| May 17, 2022 |
Exhibit 99.1 PropTech Investment Corporation II to Combine with Appreciate, Bringing Single Family Rental Marketplace & Management Platform, Renters Warehouse, to the Public Markets ● Appreciate Facilitates Investment in the Massive and Highly Fragmented Single Family Rental Market ● Estimated Post-Transaction Enterprise Value of $416 Million with up to an Additional $159 Million in Net Cash1 to F |
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| May 17, 2022 |
Form of Investor Rights Agreement Exhibit 10.3 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the ?Investor Rights Agreement?), dated as of [?], 2022 (the ?Effective Date?), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware co |
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| May 17, 2022 |
Form of Tax Receivable Agreement*** Exhibit 10.4 FORM OF INCOME TAX RECEIVABLE AGREEMENT among PROPTECH INVESTMENT CORPORATION II, APPRECIATE INTERMEDIATE HOLDINGS, LLC, RW NATIONAL HOLDINGS, LLC, LAKE STREET LANDLORDS, LLC, and THE PERSONS NAMED HEREIN Dated as of [ ], 2022 TABLE OF CONTENTS Page Article I Definitions Section 1.1 Definitions 2 Article II Determination of Certain Realized Tax Benefit Section 2.1 Basis Schedule 10 Se |
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| May 17, 2022 |
Business Combination Agreement, dated as of May 17, 2022 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG PROPTECH INVESTMENT CORPORATION II RW NATIONAL HOLDINGS, LLC AND IN ITS CAPACITY AS THE SELLERS? REPRESENTATIVE, LAKE STREET LANDLORDS, LLC DATED AS OF May 17, 2022 . TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 TRANSACTIONS 24 Section 2.1 Pre-Closing Transactions 24 Section 2.2 Closing Transactio |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) ( |
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| May 17, 2022 |
Exhibit 99.1 PropTech Investment Corporation II to Combine with Appreciate, Bringing Single Family Rental Marketplace & Management Platform, Renters Warehouse, to the Public Markets ? Appreciate Facilitates Investment in the Massive and Highly Fragmented Single Family Rental Market ? Estimated Post-Transaction Enterprise Value of $416 Million with up to an Additional $159 Million in Net Cash1 to F |
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| May 17, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG PROPTECH INVESTMENT CORPORATION II RW NATIONAL HOLDINGS, LLC AND IN ITS CAPACITY AS THE SELLERS? REPRESENTATIVE, LAKE STREET LANDLORDS, LLC DATED AS OF May 17, 2022 . TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 TRANSACTIONS 24 Section 2.1 Pre-Closing Transactions 24 Section 2.2 Closing Transactio |
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| May 17, 2022 |
Common Stock Purchase Agreement, dated May 17, 2022 Exhibit 10.5 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 17, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and PropTech Investment Corporation II, a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also inc |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) (Co |
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| May 17, 2022 |
Form of Investor Rights Agreement*** Exhibit 10.3 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the ?Investor Rights Agreement?), dated as of [?], 2022 (the ?Effective Date?), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware co |
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| May 17, 2022 |
Exhibit 99.2 Investor Presentation May 2022 This presentation (this ?Presentation?) is being delivered by RW National Holdings, LLC t/b/k/a ?Appreciate? (along with its subsidiaries, ?Appreciate? or the ?Company?) to a limited number of persons who may be interested in making their own evaluation with respect to an investment involving the Company . This Presentation has been prepared solely for i |
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| May 17, 2022 |
Exhibit 99.3 Definitive Announcement Call Transcript for May 17, 2020, 9:00 AM ET Page 1 of 11 PRESENTATION Operator Welcome to the PropTech II business combination announcement call. I'd now like to turn the call over to Cody Slach of Gateway IR. Cody Slach – Gateway Investor Relations – External Director of IR Slide 7 Thank you. Joining us today are PropTech Investment Corp. II's Chairman, Co-CE |
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| May 17, 2022 |
EX-99.3 11 ea159964ex99-3proptech2.htm TRANSCRIPT OF MAY 17, 2022 MANAGEMENT WEBCAST RELATING TO THE BUSINESS COMBINATION Exhibit 99.3 Definitive Announcement Call Transcript for May 17, 2020, 9:00 AM ET Page 1 of 11 PRESENTATION Operator Welcome to the PropTech II business combination announcement call. I'd now like to turn the call over to Cody Slach of Gateway IR. Cody Slach – Gateway Investor |
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| May 17, 2022 |
Form of Registration Rights Agreement*** Exhibit 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and [PropTech Investment Corporation II (t/b/k/a Appreciate Holdings, Inc.)], a Delaware corporation (the ?Company?). RECITALS The Company and the Investor have entered |
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| May 17, 2022 |
Exhibit 10.5 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 17, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and PropTech Investment Corporation II, a Delaware corporation (the ?Company?). For purposes of this Agreement, references to the ?Company? shall also inc |
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| May 17, 2022 |
Form of Tax Receivable Agreement Exhibit 10.4 FORM OF INCOME TAX RECEIVABLE AGREEMENT among PROPTECH INVESTMENT CORPORATION II, APPRECIATE INTERMEDIATE HOLDINGS, LLC, RW NATIONAL HOLDINGS, LLC, LAKE STREET LANDLORDS, LLC, and THE PERSONS NAMED HEREIN Dated as of [ ], 2022 TABLE OF CONTENTS Page Article I Definitions Section 1.1 Definitions 2 Article II Determination of Certain Realized Tax Benefit Section 2.1 Basis Schedule 10 Se |
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| May 17, 2022 |
Exhibit 99.2 Investor Presentation May 2022 This presentation (this ?Presentation?) is being delivered by RW National Holdings, LLC t/b/k/a ?Appreciate? (along with its subsidiaries, ?Appreciate? or the ?Company?) to a limited number of persons who may be interested in making their own evaluation with respect to an investment involving the Company . This Presentation has been prepared solely for i |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech |
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| March 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech Inves |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2022 |
SC 13G/A 1 tm222598d31sc13ga.htm PROPTECH INVESTMENT CORP. II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* PropTech Investment Corporation II (Name of Issuer) Class A common stock, $0. |
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| February 11, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of PropTech Investment Corporation II, a Delaware corporation, and further agree |
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| February 11, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Proptech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| January 31, 2022 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the app |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROPTECH INVESTMENT CORP. II (Name of Issuer) Common Stock - Class A (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2021 PROPTECH INVESTMENT CORPORATION II (Exact name of registrant as specified in its charter) Delaware 001-39758 83-2426917 (State or other jurisdiction of incorporation) |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropT |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech I |
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| May 24, 2021 |
8-K 1 ea141542-8kproptech2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 PROPTECH INVESTMENT CORPORATION II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39758 83-2426917 (Sta |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ?ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39 |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39758 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 743497109 (CUSIP Number) May 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39758 PropTech Inves |
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| March 23, 2021 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of und |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 16, 2021 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 743497208 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| February 16, 2021 |
SC 13G 1 pticu13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 743497208 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 16, 2021 |
SC 13G/A 1 tm214737d30sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2020 Date of Event |
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| February 16, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A filed herewith (and any amendments thereto), relating to the Class A common stock of PropTech Investment Corporation II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on be |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 743497109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 12, 2021 |
SC 13G 1 tm215944d19sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropTech Investment Corporation II (Name of Issuer) UNITS (Title of Class of Securities) 743497208 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 743497208 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| February 8, 2021 |
SC 13G/A 1 d25547dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497208 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of |
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| January 21, 2021 |
EX-99.1 2 ea133677ex99-1proptech2.htm PRESS RELEASE, DATED JANUARY 21, 2021 Exhibit 99.1 PropTech Investment Corporation II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing January 25, 2021 NEW YORK, NY, January 21, 2021 – PropTech Investment Corporation II (NASDAQ: PTICU) (the “Company”) announced that, commencing January 25, 2021, holders of the units sold in t |
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| January 21, 2021 |
Other Events, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2021 (January 21, 2021) PropTech Investment Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39758 83-2426917 (State or other jurisdictio |
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| December 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) PropTech Investment Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 743497F208** (CUSIP Number) December 8, 2020 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which t |
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| December 18, 2020 |
EX-99.1 2 tm2038923d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of PropTech Investment Corporation II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securit |
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| December 14, 2020 |
PROPTECH INVESTMENT CORPORATION II Exhibit 99.1 PROPTECH INVESTMENT CORPORATION II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 8, 2020 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of PropTech Investment Corporation II Opinion on the Financial Statement We have audited the accompanying balance s |
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| December 14, 2020 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2020 (December 8, 2020) PropTech Investment Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39758 85-2426917 (State or other jurisdicti |
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| December 11, 2020 |
PTICU / PropTech Investment Corporation II Unit / Linden Capital L.P. - SC 13G Passive Investment SC 13G 1 d39808dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PropTech Investment Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 743497208 (CUSIP Number) December 3, 2020 (Date of Event which Requires Filing of this St |
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| December 11, 2020 |
EX-99.A Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of PropTech Investment Corporation II dated as of December 3, 2020 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) |
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| December 9, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 3, 2020, by and between PropTech Investment Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File N |
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| December 9, 2020 |
PropTech Investment Corporation II Announces Closing of Upsized $230,000,000 Initial Public Offering Exhibit 99.2 PropTech Investment Corporation II Announces Closing of Upsized $230,000,000 Initial Public Offering New York, NY, Dec. 8, 2020 (GLOBE NEWSWIRE) - PropTech Investment Corporation II (NASDAQ: PTICU) (the “Company”) announced today that it closed its upsized initial public offering of 23,000,000 units at $10.00 per unit, including 3,000,000 units issued pursuant to the full exercise by |
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| December 9, 2020 |
PropTech Investment Corporation II Announces Pricing of Upsized $200,000,000 Initial Public Offering Exhibit 99.1 PropTech Investment Corporation II Announces Pricing of Upsized $200,000,000 Initial Public Offering New York, NY, Dec. 3, 2020 (GLOBE NEWSWIRE) - PropTech Investment Corporation II (the “Company”) announced today that it priced its upsized initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin tr |
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| December 9, 2020 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 3, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between PropTech Investment Corporation II, a Delaware corporation (the “Company”), and HC Proptech Partners II LLC, a Delaware limi |
