GROWTH STRATEGY
EXECUTIVE SUMMARY
Business Combination Summary
Business Combination Structure
Appreciate
PropTech Investment Corporation II intends to complete a business combination (the "Business Combination") with Appreciate, a
leading end-to-end SFR marketplace and management services platform
The Business Combination is targeted to close in Q3 2022, subject to the satisfaction of customary closing conditions
Valuation
The Business Combination implies a pro forma combined enterprise value of approximately $416 million (1)
Existing Appreciate shareholders would roll over 100% of their equity as part of the Business Combination (2) (3)
Capital Structure
The Business Combination would be funded by a combination of PTIC cash held in a trust account and common stock to be
received by Appreciate shareholders
The Business Combination is expected to result in zero debt and approximately $159 million net cash on the balance sheet to fuel
growth (¹)
Appreciate will be supported by a $100 million committed equity facility with an affiliate of Cantor Fitzgerald (4)
(1) See slide 41
(2)
See slide 41 for key assumptions and additional details. Assumes no redemptions by PTIC's existing public shareholders.
(3) Existing Appreciate shareholders will have the option to receive three tranches of secondary consideration once three separate net cash hurdles are achieved (in respect to all hurdles, after
fees & expenses): (i) first, up to $12.0M of secondary consideration from excess net cash proceeds above approximately $61.6M; (ii) second, up to $11.3M of secondary consideration from excess
net cash proceeds above approximately $73.6M; and (iii) third, up to $1.6M of secondary consideration from excess net cash proceeds above $193.4M. These tranches will be fully available
only in the event of no redemptions by PTIC's existing public shareholders.
(4) PropTech Investment Corporation II obtained a $100 million committed equity facility with an affiliate of Cantor Fitzgerald, subject to certain conditions precedent.
Private & Confidential
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