Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
As previously disclosed, on May 17, 2022, PropTech Investment Corporation II, a
Delaware corporation ("PTIC II"), entered into a business combination agreement
(as amended by the first amendment, dated as of May 27, 2022, and second
amendment, dated as of July 14, 2022, and as the same may be further amended,
supplemented or otherwise modified from time to time, the "Business Combination
Agreement") with RW National Holdings, LLC, a Delaware limited liability company
("Renters Warehouse"), and Lake Street Landlords, LLC, a Delaware limited
liability company, in its capacity as the representative of the certain Renters
Warehouse unitholders (in such capacity, the "Sellers' Representative") pursuant
to which Renters Warehouse and PTIC II proposed to enter into a business
combination (the "Business Combination").
On September 7, 2022, PTIC II, Renters Warehouse and the Sellers' Representative
entered into the third amendment (the "Third Amendment") to the Business
Combination Agreement to, among other things, (i) categorize certain amounts
that were and may be borrowed and outstanding pursuant to the Note (as defined
below) as transaction expenses due and payable by PTIC II at the closing of the
Business Combination on the terms and subject to the conditions set forth in the
Business Combination Agreement and (ii) provide for offsetting between such
amounts borrowed and outstanding under the Note (as defined below) and certain
other expenses of PTIC II.
Promissory Note
On September 8, 2022, PTIC II and HC PropTech Partners II LLC (the "Sponsor"),
with the consent of Renters Warehouse, entered into that certain Promissory Note
(the "Note") pursuant to which the Sponsor agreed to loan PTIC II up to
$250,000, in the aggregate, to provide PTIC II with capital to fund certain
ongoing working capital expenses of PTIC II and expenses related to the Business
Combination. The Note is non-interest bearing and, at the time of consummation
of the Business Combination, any amounts borrowed and outstanding under the
Promissory Note will become due and payable in immediately available funds;
provided that the Sponsor may elect to extend the repayment date for up to 90
days from the closing of the Business Combination, in its sole discretion. The
amounts, if any, borrowed and outstanding under the Note at the time of
consummation of the Business Combination will be a transaction expense due and
payable by PTIC II. If the Business Combination is not consummated, the Note
will not be repaid and any amounts owed under the Note will be forgiven except
to the extent that PTIC II has funds available outside of its trust account to
repay such amounts.
The foregoing description of each of the Third Amendment and the Note is not
complete and is subject to and qualified in its entirety by reference to the
Third Amendment and the Note, copies of which are filed with this Current Report
on Form 8-K as Exhibit 10.1 and Exhibit 10.2,respectively, and the terms of
which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to
future events or PTIC II's or Renters Warehouse's future financial or operating
performance, and other "forward-looking statements" (as such term is defined in
the Private Securities Litigation Reform Act of 1995), which include statements
relating to the Business Combination. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," or the
negatives of these terms or similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements are subject to a number of risks and uncertainties,
including the inability of the parties to successfully or timely complete the
Business Combination. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by PTIC II and its management, and/or Renters
Warehouse and its management, as the case may be, are inherently uncertain.
Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement; (2) the outcome of any legal proceedings that
may be instituted against PTIC II, Renters Warehouse, the combined company
following the Business Combination or others following the announcement of the
transactions related to the Business Combination including the Business
Combination Agreement; (3) the inability to complete the transactions
contemplated by the Business Combination Agreement due to the failure to obtain
approval of the stockholders of PTIC II, to obtain financing to complete the
transactions contemplated by the Business Combination Agreement, or to satisfy
other conditions to closing; (4) the failure of any condition precedent to the
committed equity facility in connection with the common stock purchase agreement
by and between PTIC II and CF Principal Investments LLC, which could cause the
termination of such facility; (5) changes to the proposed structure of the
transactions contemplated by the Business Combination Agreement that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the transactions contemplated by
the Business Combination Agreement; (6) the ability to meet stock exchange
listing standards at or following the consummation of the transactions
contemplated by the Business Combination Agreement; (7) the risk that the
transactions contemplated by the Business Combination Agreement disrupt current
plans and operations of Renters Warehouse or PTIC II as a result of the
announcement and consummation of the Business Combination Agreement and the
transactions contemplated thereby; (8) the ability to recognize the anticipated
benefits of the transactions contemplated by the Business Combination Agreement,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (9)
costs related to the transactions contemplated by the Business Combination
Agreement; (10) changes in applicable laws or regulations; (11) the possibility
that Renters Warehouse or the combined company following the Business
Combination may be adversely affected by other economic, business, and/or
competitive factors; (12) Renters Warehouse's estimates of expenses and
profitability; (13) the failure to realize anticipated pro forma results or
projections and underlying assumptions, including with respect to estimated
stockholder redemptions, purchase price, and other adjustments;(14) debt
defaults, and the need for or failure to obtain additional capital; and (15)
other risks and uncertainties set forth in the sections entitled "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements" in PTIC II's Annual
Report on Form 10-K for the year ended December 31, 2021 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 Renters Warehouse
presently know or that PTIC II and Renters Warehouse currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Neither PTIC II nor Renters Warehouse undertakes any duty, and each of PTIC II
and Renters Warehouse expressly disclaims any obligation, to update or alter
this Current Report on Form 8-K or any projections or forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional Information About the Proposed Business Combination and Where to Find
It
In connection with the Business Combination, on July 14, 2022, PTIC II has filed
with the SEC a preliminary proxy statement (as amended from time to time, the
"preliminary proxy statement") 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 Business Combination. This Current Report on Form 8-K does not contain
all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or
any other decision in respect of transactions contemplated by the Business
Combination Agreement. PTIC II's stockholders and other interested persons are
advised to read the preliminary proxy statement and, when available, the
amendments thereto and the definitive proxy statement and other documents filed
in connection with the Business Combination, as these materials will contain
important information about PTIC II, Renters Warehouse 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 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 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.
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Renters Warehouse and its directors and executive officers may also be deemed to
be participants in the solicitation of proxies from the stockholders of PTIC II
in connection with the stockholder proposals. A list of the names of such
directors and executive officers and information regarding their interests in
the stockholder proposals is included in the preliminary proxy statement and is
available free of charge as noted above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
stockholder proposals. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy or subscribe for any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Third Amendment to the Business Combination Agreement, dated as of
September 7, 2022
10.2 Promissory Note, dated as of September 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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