Item 1.01 Entry into a Material Definitive Agreement

Amended & Restated Registration Rights Agreement

In connection with the consummation of the transactions contemplated by the Merger Agreement (the "Transactions"), on the Closing Date , that certain Registration Rights Agreement, dated November 21, 2019, was amended and restated and certain persons and entities receiving shares of Common Stock pursuant to the Merger Agreement (the "New Holders" and, collectively with the Existing Holders, the "Holders") entered into the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, HC PropTech Partners I LLC, the sponsor of the Company (the "Sponsor"), and the holders of the Founder Shares (as defined in the A&R Registration Rights Agreement), have agreed to be subject to a one-year lockup in respect of their Founder Shares; Matt Ehrlichman has agreed to be subject to a one-year lockup in respect of his shares of Common Stock; and certain other holders of Common Stock have agreed to be subject to a 180-day lockup in respect of their shares of Common Stock, in each case subject to certain customary exceptions (including the attainment of certain trading price thresholds).

The material terms of the A&R Registration Rights Agreement are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled "Other Agreements-Amended and Restated Registration Rights Agreement" beginning on page 183 of the Proxy Statement/Consent Solicitation Statement/Prospectus.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.





Indemnification Agreements

In connection with the Transactions, on the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or any other company or enterprise to which the person provides services at the Company's request.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.

The Merger was approved by PTAC's stockholders at a special meeting of PTAC's stockholders in lieu of the Company's 2020 annual meeting held on December 21, 2020 (the "Special Meeting"). At the Special Meeting, 16,856,767 shares of PTAC Common Stock were voted in favor of the proposal to approve the Merger, 2,520 shares of PTAC Common Stock were voted against the proposal and one share of PTAC Common Stock abstained from voting on the proposal. In connection with the Closing, 400 shares of PTAC Common Stock were redeemed at a per share price of approximately $10.04. The Merger was completed on December 23, 2020.

In connection with the consummation of the Merger, all of the 4,312,500 outstanding shares of PTAC Class B Common Stock (the "Founder Shares"), were converted into shares of Common Stock on a one-for-one basis.

Pursuant to the Merger Agreement, at the Closing, holders of the outstanding shares of Porch Common Stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Porch received on a pro rata basis the Earnout Shares, which will vest upon the achievement of certain thresholds prior to the third anniversary of the Closing (as further described in the section entitled "The Merger Agreement" on page 167 of the Proxy Statement/Consent Solicitation Statement/Prospectus).

As of the Closing Date and following the completion of the Merger and the sale of the PIPE Shares, the Company had the following outstanding securities:





    ?   approximately 81,476,589 shares of Common Stock (of which 5,000,000 were
        Earnout Shares); and




    ?   approximately 8,625,000 public warrants and 5,700,000 private placement
        warrants, each exercisable for one share of Common Stock at a price of
        $11.50 per share.




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                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in Porch.

Cautionary Note Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or . . .

Item 4.01 Changes in Registrant's Certifying Accountant

Change of the Company's Independent Registered Public Accounting Firm

On December 23, 2020, after the recommendation of the Audit Committee of the Board, the Board approved the engagement of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended December 31, 2020. EY served as the independent registered public accounting firm of Porch prior to the Merger. Accordingly, WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm prior to the Merger, was informed that it would be replaced by EY as the Company's independent registered public accounting firm.

Withum's report of independent registered public accounting firm, dated March 18, 2020, on the Company's balance sheet as of December 31, 2019 and the related statements of operations, changes in shareholders' equity and cash flows for the period from July 31, 2019 (inception) through December 31, 2019 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from July 31, 2019 (inception) through December 31, 2019 and the subsequent period through December 23, 2020, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum's satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.





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During the period from July 31, 2019 (inception) to December 31, 2019 and the interim period through December 23, 2020, the Company did not consult EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by EY that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in response to this Item 304(a) and, if not, stating the respects in which it does not agree. A letter from Withum is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of the Registrant

The information set forth above under "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.





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Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

In connection with the Transactions, on December 23, 2020, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, consultants, independent contractors and directors of the Company as well as a Code of Ethics for Senior Executive and Financial Officers applicable to the Company's Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (or persons performing similar functions to the aforementioned officers regardless of whether such persons are employed directly by the Company).

Item 5.06 Change in Shell Company Status

As a result of the Merger, which fulfilled the definition of a business combination as required by the Certificate of Incorporation of the Company, dated July 31, 2019, and as amended on November 21, 2019, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms of the Merger are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections titled "The Merger" and "The Merger Agreement" beginning on pages 145 and 167, respectively, of the Proxy Statement/Consent Solicitation Statement/Prospectus, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The unaudited condensed financial statements of Porch as of and for the nine months ended September 30, 2020 and September 30, 2019 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-80 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.

The historical audited financial statements of Porch as of and for the year ended December 31, 2019 and December 31, 2018 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-37 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.

The unaudited condensed financial statements of the Company as of and for the nine months ended September 30, 2020 and September 30, 2019 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-19 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.

The historical audited financial statements of the Company as of and for the year ended December 31, 2019 and December 31, 2018 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-19 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2019 as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated by reference herein.





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(d) Exhibits.



Exhibit No.   Description
2.1+            Agreement and Plan of Merger, dated as of July 30, 2020, by and among
              the Company, PTAC, Merger Sub, and Joe Hanauer, in his capacity as the
              representative of all Pre-Closing Holders (incorporated by reference to
              Exhibit 2.1 of the Company's Form 8-K (File No. 001-39142), filed with
              the SEC on July 31, 2020).
2.2             First Amendment to the Agreement and Plan of Merger, dated as of
              October 12, 2020, by and among the Company, PTAC and Merger Sub
              (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K
              (File No. 001-39142), filed with the SEC on October 14, 2020).
3.1             Second Amended and Restated Certificate of Incorporation of the
              Company, dated December 23, 2020 (incorporated by reference to Exhibit
              4.1 of the Company's Form 8-K (File No. 001-39142), filed with the SEC
              on December 29, 2020).
3.2             Amended and Restated By-Laws of the Company, dated December 23, 2020
              (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K
              (File No. 001-39142), filed with the SEC on December 29, 2020).
4.1*            Form of Common Stock Certificate of the Company.
4.2*            Form of Warrant Certificate of the Company.
4.3             Warrant Agreement, dated November 21, 2019, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent
              (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K
              (File No. 001-39142), filed with the SEC on November 26, 2019).
10.1            Form of Subscription Agreement, dated as of July 30, 2020, by and
              between the Company and the Subscriber party thereto (incorporated by
              reference to Exhibit 10.2 of the Company's Form 8-K (File No.
              001-39142), filed with the SEC on July 31, 2020).
10.2            Form of Amendment No. 1 to Subscription Agreement, dated as of October
              12, 2020, by and between the Company and the Subscriber party thereto
              (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K
              (File No. 001-39142), filed with the SEC on October 14, 2020).
10.3#           Form of Indemnification Agreement by and between the Company and its
              directors and officers.
10.4*           Amended and Restated Registration Rights Agreement, dated December 23,
              2020, by and among the Company and certain stockholders of the
              Company.
10.5#           Porch Group, Inc. 2020 Stock Incentive Plan (incorporated by reference
              to Annex E to the Company's definitive proxy statement/consent
              solicitation statement/prospectus (File No. 333-249468), filed with the
              SEC on December 3, 2020).
10.6#           Letter Agreement, dated November 8, 2013, by and between Porch.com,
              Inc. and Matthew Neagle (incorporated by reference to Exhibit 10.9 of
              the Company's Form S-4 (File No. 333-249468), filed with the SEC on
              October 14, 2020).
10.7#*          Retention Agreement, dated February 20, 2018, by and between
              Porch.com, Inc. and Matthew Neagle.
16.1*           Letter from WithumSmith+Brown, PC to the SEC, dated December 30,
              2020.
21.1*           Subsidiaries of Registrant.
99.1*           Unaudited pro forma condensed combined financial information of the
              Company as of and for the nine months ended September 30, 2020 and for
              the year ended December 31, 2019.
104           Cover Page Interactive Data File (formatted as Inline XBRL).




 * Filed herewith.

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.






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