UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement
Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate
box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material under §240.14a-12 |
PROPTECH INVESTMENT
CORPORATION II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
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No
fee required. |
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Fee paid
previously with preliminary materials. |
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Fee computed
on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-16(i)(1) and 0-11. |
APPRECIATE-MANAGED SFR
SECURITIZATION RECEIVES AAA-RATING FROM MOODY’S AND DBRS MORNINGSTAR
Appreciate’s Institutional
Client Pagaya Receives AAA-Rating on its Single Family Rental Securitization
September 1, 2022 – MINNETONKA,
Minn. – RW National Holdings, LLC (d/b/a Appreciate) (“Appreciate”),
the parent holding company of leading end-to-end Single Family Rental (“SFR”) marketplace and management platform RW OpCo,
LLC (“Renters Warehouse”), celebrates its continued partnership with global technology company, Pagaya Investments US LLC
(“Pagaya”), which today announced it has received a AAA-rating from Moody’s Investor Service, Inc. (“Moody’s”)
and DBRS Morningstar on its SFR securitization.
The securities rated by Moody’s and DBRS
Morningstar are backed by one loan which is secured by mortgages on a pool of approximately 846 SFR properties. As one of Pagaya’s
key acquisition and management partners, Appreciate manages properties for Pagaya through its operating company subsidiary.
“Our mission at Appreciate is to offer
an end-to-end solution that provides investors with confidence,” said Kevin Ortner, President of Appreciate. “The AAA-rating
of Pagaya’s SFR securitization is yet another milestone for the industry and another confirmation of the value Appreciate provides
to its institutional and retail clients.”
In May 2022, Appreciate announced a definitive
business combination agreement with PropTech Investment Corporation II (NASDAQ: PTIC) (“PTIC II”). Upon closing of
the transaction, subject to the terms of the business combination agreement, PTIC II will be renamed “Appreciate Holdings, Inc.,”
will continue the Appreciate and Renters Warehouse business and will apply for listing on the Nasdaq Capital Market under the new ticker
symbol “SFR,” to be effective upon consummation of the transaction.
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About Appreciate
Appreciate, the parent
holding company of Renters Warehouse, is a leading end-to-end SFR marketplace and management platform. The company offers a full-service
platform for investing in and owning SFR properties, including a proprietary online marketplace and full-service brokerage teams in over
40 markets. For more information, visit appreciate.rent.
About Pagaya Technologies
Pagaya (NASDAQ: PGY) is a global technology
company making life-changing financial products and services available to more people nationwide, as it reshapes the financial services
ecosystem. By using machine learning, a vast data network and a sophisticated AI-driven approach, Pagaya provides comprehensive consumer
credit and residential real estate solutions for its partners, their customers, and investors. Its proprietary API and capital solutions
integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. Pagaya has
offices in New York, Tel Aviv and Boston. For more information, visit pagaya.com.
Forward-Looking Statements
Disclaimer
Certain statements in this communication may be considered
forward-looking statements. Forward-looking statements generally relate to future events or PTIC II’s or Appreciate’s future
financial or operating performance, and other “forward-looking statements” (as such term is defined in the Private Securities
Litigation Reform Act of 1995), which include statements relating to the proposed business combination. In some cases, you can identify
forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
or the negatives of these terms or similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements are subject to a number of risks and uncertainties, including the inability of the
parties to successfully or timely complete the proposed business combination; failure to realize the anticipated benefits of the proposed
business combination; and the possibility that Appreciate, PTIC II, or the combined company may be adversely affected by other economic,
business, and/or competitive factors in the real estate industry. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements.
These forward-looking statements are based upon estimates
and assumptions that, while considered reasonable by Appreciate and its management, and/or PTIC II and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination
agreement; (2) the outcome of any legal proceedings that may be instituted against Appreciate, PTIC II, the combined company, or others
following the announcement of the business combination and the business combination agreement; (3) the inability to complete the business
combination due to the failure to obtain approval of the stockholders of PTIC II, to obtain financing to complete the business combination,
or to satisfy other conditions to closing; (4) the failure of any condition precedent to the committed equity facility in connection
with the common stock purchase agreement by and between PTIC II and CF Principal Investments LLC, which could cause the termination of
such facility; (5) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable
laws or regulations or as a condition to obtaining regulatory approval of the business combination; (6) the ability to meet stock exchange
listing standards at or following the consummation of the business combination; (7) the risk that the business combination disrupts current
plans and operations of Appreciate or PTIC II as a result of the announcement and consummation of the business combination; (8) the ability
to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) Appreciate’s
estimates of expenses and profitability; (12) the failure to realize anticipated pro forma results or projections and underlying assumptions,
including with respect to estimated stockholder redemptions, purchase price, and other adjustments; (13) debt defaults, and the need
for or failure to obtain additional capital; and (14) other risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in PTIC II’s Annual Report on Form 10-K for the year ended
December 31, 2021 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, and June 30, 2022, in the preliminary proxy
statement relating to the business combination, and in subsequent filings with the Securities and Exchange Commission (“SEC”),
including the definitive proxy statement relating to the business combination. There may be additional risks that neither PTIC II nor
Appreciate presently know or that PTIC II and Appreciate currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements.
Nothing herein should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Appreciate nor PTIC II undertakes any duty, and each of Appreciate and PTIC II
expressly disclaims any obligation, to update or alter any projections or forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information
About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination,
on July 14, 2022, PTIC II has filed with the SEC a preliminary proxy statement (as amended from time to time) relating to the business
combination. When available, PTIC II will mail a definitive proxy statement and other relevant documents to its stockholders as of a
record date to be established for voting on the proposed business combination. The foregoing does not contain all the information that
should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or
any other decision in respect of the business combination. PTIC II’s stockholders and other interested persons are advised to
read the preliminary proxy statement and, when available, the amendments thereto and the definitive proxy statement and other documents
filed in connection with the proposed business combination, as these materials will contain important information about PTIC II, Appreciate
and the business combination. PTIC II stockholders are able to obtain copies of the preliminary proxy statement, and will also be
able to obtain copies of subsequent amendments to the preliminary proxy statement, to the definitive proxy statement, and to other documents
filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: PropTech
Investment Corporation II, 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014.
Before making any voting or investment decision,
investors and security holders of PTIC II are urged to carefully read the entire preliminary proxy statement and, when available, the
amendments thereto and the definitive proxy statement and other documents filed in connection with the proposed business combination
with the SEC, because they will contain important information about the proposed transaction.
Participants in the
Solicitation
PTIC II and its directors
and executive officers may be deemed participants in the solicitation of proxies from PTIC II’s stockholders with respect to the
stockholder proposals. A list of the names of those directors and executive officers and a description of their interests in PTIC II
is contained in the preliminary proxy statement and is available free of charge at the SEC’s website at www.sec.gov, or by directing
a request to PropTech Investment Corporation II, 3415 N. Pines Way, Suite 204, Wilson, Wyoming 83014.
Appreciate and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of PTIC II in connection
with the stockholder proposals. A list of the names of such directors and executive officers and information regarding their interests
in the stockholder proposals is included in the preliminary proxy statement and is available free of charge as noted above.
No Offer or Solicitation
This communication shall
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the stockholder proposals.
The foregoing shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Investor Relations
Contact:
Gateway Investor Relations
Cody Slach, Ralf Esper
(949) 574-3860
PTIC@gatewayir.com
Media Relations
Contact:
Gateway PR
Zach Kadletz, Anna Rutter
(949) 574-3860
PTIC@gatewayir.com
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