Appreciate SPAC Presentation Deck
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BUSINESS COMBINATION OVERVIEW
Business Combination Summary
Sources
($ in Millions)
Appreciate Shares (Rollover Equity) (¹)
Estimated PTIC Cash in Trust (2)
Total Sources
Uses (2)
Equity Consideration to Appreciate
Cash to Balance Sheet (Primary Growth Capital)
Estimated Business Combination Fees & Expenses (4)
Repayment of Existing Balance Sheet Net Debt (3) (10)
Repayment of Appreciate Lender-held Common Stock (¹2)
Repayment of Appreciate Preferred Stock A & A-1(12)
Total Uses
$287.1
230.0
$517.1
$287.1
158.5
35.0
11.6
12.0
12.9
56%
44%
100%
56%
31%
7%
2%
2%
2%
$517.1 100%
Post-closing, Appreciate will be supported by a $100 million
committed equity facility with an affiliate of Cantor Fitzgerald (¹1)
(1) Does not include the value of 6.0 million restricted earnout shares potentially issued to Appreciate at close of
Business Combination
(2) Assumes no redemption by PTIC's existing public shareholders
(3) PTIC assumes ~$0 million of corporate debt and ~$0 million unrestricted cash on balance sheet at close
(4) Includes banker and NPG fees, PTIC expenses and Appreciate expenses
(5) Ownership and share count excludes 7.67 million of outstanding PTIC warrants (strike price of $11.50 or ~15% out-of-
the-money)
Pro Forma Existing Shareholders share count calculated based on rollover equity of $312 million (minus repayment
of existing lender shares of $12.0 million and preferred stock of $12.9 million) and a price per share of $10.00
Pro Forma Valuation (2)
Share Price ($ per share)
Shares Outstanding (million) (5)
Equity Value
Less: Business Combination Cash to Balance Sheet
Plus: Rollover of Existing Net Debt (3)
Pro Forma Enterprise Value
40.0%
4
50.0%
Appreciate
Pro Forma Ownership Structure (1,2,6-9)
10.0%
Appreciate Shareholders
PTIC Public Shareholders
PTIC Sponsor
$10.00
57.46
$574.6
(158.5)
PTIC Investors and Sponsor share count is fixed based on the existing share count of PTIC and Sponsor
(8) Excludes CEF Facility and CEF Facility equity fee
(9) Excludes new management equity plan
Net debt represents total debt less cash and cash equivalents
0
$416.1
(10)
(11)
PropTech Investment Corporation II has obtained a $100 million committed equity facility with an affiliate of Cantor
Fitzgerald, subject to certain conditions precedent
(12)
Per footnote 3 on slide 10, in respect of the three tranches of secondary consideration payable once three separate net
cash hurdles are achieved.
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