UNITED STATED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
UNDER
THE SECURITIES ACT OF 1933
CURRENT REPORT Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2020
PropTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-39142 | 83-2587663 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
3415 N. Pines Way, Suite 204 Wilson, WY 83014 (Address of principal executive offices, including zip code) (310) 954-9665 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act: | |||||
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | |||
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant | PTACU | The Nasdaq Stock Market LLC | |||
Class A Common Stock, par value $0.0001 per share | PTAC | The Nasdaq Stock Market LLC | |||
Redeemable Warrants | PTACW | The Nasdaq Stock Market LLC | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
Item 1.01 | Entry Into A Material Definitive Agreement. |
First Amendment to the Agreement and Plan of Merger
On October 12, 2020, PropTech Acquisition Corporation, a Delaware corporation (“PTAC”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger entered into on July 30, 2020 (the “Merger Agreement”) with PTAC Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of PTAC (“Merger Sub”) and Porch.com, Inc., a Delaware corporation (the “Company”). Pursuant to the transactions contemplated by the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of PTAC. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
Pursuant to the Amendment, the Merger Agreement was revised to (i) amend and restate the definition of “Acquisition Amounts” to include any acquisitions completed by the Company prior to the closing of the Merger in which Company common shares are issued as consideration, (ii) amend and restate Section 5.1(b)(ii) of the Company Schedules to conform with the change noted in clause (i) and to update the list of potential M&A transactions, (iii) change the Termination Date to January 31, 2021 (subject to extension as set forth in the Merger Agreement) and (iv) amend and restate Exhibit J to the Merger Agreement to reflect the change of PTAC’s name to “Porch Group, Inc.” following the completion of the Merger.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.
Amendment No. 1 to Subscription Agreement
On October 12, 2020, PTAC entered into amendments (the “Subscription Agreement Amendments”) to those certain Subscription Agreements entered into on July 30, 2020 (the “Subscription Agreements”) with the subscribers thereto.
Pursuant to the Subscription Agreement Amendments, each of the Subscription Agreements was revised to change the termination date to January 31, 2020.
The foregoing description of the Subscription Agreement Amendments does not purport to be complete and is qualified in its entirety by the form of Subscription Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Additional Information
In connection with the proposed transaction, PTAC intends to file a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus of PTAC. PTAC will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. Investors and security holders of PTAC are advised to read, when available, the preliminary proxy statement, and any amendments thereto, and the definitive proxy statement in connection with PTAC’s solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because the proxy statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus will be mailed to stockholders of PTAC as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the Registration Statement and proxy statement/prospectus, without charge, once available, at the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov or by directing a request to: PropTech Acquisition Corporation, 3415 N. Pines Way, Suite 204, Wilson, WY 83014.
Participants in the Solicitation
PTAC and the Company and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of PTAC’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of PTAC’s directors and officers in PTAC’s filings with the SEC, including PTAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 20, 2020, and such information will also be in the Registration Statement to be filed with the SEC by PTAC, which will include the proxy statement/prospectus of PTAC for the proposed transaction.
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Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding PTAC’s industry, future events, the proposed transaction between PTAC, Merger Sub and the Company, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of PTAC’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding PTAC’s businesses and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which PTAC operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which PTAC operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of PTAC’s management teams; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (or those related to COVID-19) that could adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of PTAC is not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the businesses of PTAC and the Company; uncertainty as to the long-term value of PTAC’s common stock; those discussed in the PTAC’s Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Risk Factors”, as updated from time to time by PTAC’s Quarterly Reports on Form 10-Q and other documents of PTAC on file with the SEC or in the proxy statement that will be filed with the SEC by PTAC. There may be additional risks that PTAC presently does not know or that PTAC currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide PTAC’s expectations, plans or forecasts of future events and views as of the date of this communication. PTAC anticipates that subsequent events and developments will cause PTAC’s assessments to change. However, while PTAC may elect to update these forward-looking statements at some point in the future, PTAC specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing PTAC’s assessments as of any date subsequent to the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PropTech Acquisition Corporation | ||
By: | /s/ Thomas D. Hennessy | |
Name: Thomas D. Hennessy Title: Co-Chief Executive Officer and President |
Dated: October 13, 2020
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Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 30, 2020 (the “Merger Agreement”), PropTech Acquisition Corporation, a Delaware corporation (“PTAC”), PTAC Merger Sub Corporation, a Delaware corporation, a wholly-owned Subsidiary of PTAC (“Merger Sub”) and Porch.com, Inc., a Delaware corporation (the “Company”), is dated as of October 12, 2020. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
WHEREAS, each of the Parties desire to amend the Merger Agreement as set forth herein in accordance with Section 8.3 of the Merger Agreement.
NOW THEREFORE, in consideration of the terms and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
Section 1. Amendment to Section 1.1 of the Merger Agreement. The definition of “Acquisition Amounts” in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“Acquisition Amounts” means, in the event the Company, at any time during the period beginning on the date of this Agreement and ending prior to the Effective Time, directly or indirectly, consummates any of the following transactions, in each case, with a Person other than any Pre-Closing Holder or their Affiliates: (a) acquisition by means of merger, consolidation, reorganization or other similar business combination transaction, of a majority of the outstanding equity interests of another such Person, (b) a minority investment in another such Person, and/or (c) acquisition of all or substantially all of the assets of another such Person or all or substantially all of the assets of a distinct business of another such Person, in each case, solely with respect to the identified entities set forth in Section 5.1(b)(ii) of the Company Schedules and in compliance with the terms set forth thereof(including the maximum purchase price payable with respect to any individual transaction and all such transactions in the aggregate) (each such transaction, an “Approved Acquisition Target”), then an amount equal to (i) the aggregate amount of cash and cash equivalents of the Company paid as a part of the purchase price for such Approved Acquisition Target, plus (ii) the aggregate amount of any Indebtedness incurred by the Company to fund the purchase price for such Approved Acquisition Target to the extent such incurred Indebtedness is treated as Closing Date Indebtedness hereunder for purposes of calculating the Closing Merger Consideration, plus (iii) an amount equal to: (x) the number of Company Common Shares actually issued by the Company to the sellers prior to the Effective Time in connection with a transaction contemplated in clauses (b) or (c) above multiplied by (y) the Per Common Share Value.
Section 2. Amendment to Section 5.1(b)(ii) of the Company Schedules. Section 5.1(b)(ii) of the Company Schedules is hereby amended and restated in its entirety to the form attached hereto as Attachment A.
Section 3. Amendment to Section 7.1(d) of the Merger Agreement. Section 7.1(d) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
(d) by either PTAC or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to January 31, 2021 (as extended pursuant to this Section 7.1(d), the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to PTAC if any PTAC Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;
Section 4. Amendment to Exhibit J of the Merger Agreement (Form of Governing Documents of PTAC). Exhibit J to the Merger Agreement is hereby amended and restated in its entirety to the form attached hereto as Attachment B.
Section 5. Effect on Merger Agreement. The foregoing amendment and agreement are given solely in respect of the transactions described herein. Except as expressly set forth herein, all of the terms, conditions, obligations, covenants and agreements of the Merger Agreement shall continue in full force and effect after the execution of this Amendment, and shall not be in any way amended, changed, modified or superseded by the terms set forth herein. This Amendment shall form a part of the Merger Agreement for all purposes, and each Party shall be bound hereby. From and after the execution of this Amendment by the Parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby and any reference to the Company Schedules shall be deemed a reference to the Company Schedules as amended herby, in each case including for purposes of Section 8.3 of the Merger Agreement. Notwithstanding anything to the contrary in this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as July 30, 2020, and references in the Merger Agreement to “the date first written above,” “the date of this Agreement,” “the date hereof” and similar references will continue to refer to July 30, 2020.
Section 6. Miscellaneous. The provisions of Article 8 of the Merger Agreement are incorporated by reference into this Amendment and shall apply mutatis mutandis to this Amendment.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.
PROPTECH ACQUISITION CORPORATION | ||
By: | /s/ Thomas D. Hennessy | |
Name: Thomas D. Hennessy | ||
Title: Co-Chief Executive Officer and President |
PTAC MERGER SUB CORPORATION | ||
By: | /s/ Thomas D. Hennessy | |
Name: Thomas D. Hennessy | ||
Title: Co-Chief Executive Officer and President |
[Signature Page to First Amendment to Merger Agreement]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.
PORCH.COM, INC. | ||
By: | /s/ Matthew Ehrlichman | |
Name: Matthew Ehrlichman | ||
Title: Chief Executive Officer |
[Signature Page to First Amendment to Merger Agreement]
Exhibit 10.1
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT, dated as of October 12, 2020 (this “Amendment”), is entered into by and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and the subscriber or subscribers set forth under “Subscriber” on the signature page hereto (each and together (where applicable), the “Subscriber”).
WHEREAS, the Company and the Subscriber previously entered into that certain Subscription Agreement, dated July 30, 2020 (the “Subscription Agreement”);
WHEREAS, pursuant to Section 9.f. of the Subscription Agreement, the Subscription Agreement may be modified by an instrument in writing signed by the party against whom enforcement of such modification is sought, provided that Sections 4, 9(f) and 9(h) of the Subscription Agreement may not be amended in a manner that is material and adverse to the Placement Agent without the written consent of the Placement Agent; and
WHEREAS, in connection with the foregoing, the Company and the Subscriber desire to amend the Subscription Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber hereby agree, effective as of the date first written above, as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Subscription Agreement.
2. Amendment of Section 6 of the Subscription Agreement. Section 6 (‘Termination’) of the Subscription Agreement is hereby amended by deleting the date “December 31, 2020” and replacing it with “January 31, 2021”.
3. No Other Modification. Except to the extent specifically amended herein, the Subscription Agreement remains unchanged and in full force and effect. This Amendment will be governed by and subject to the terms of the Subscription Agreement, as amended by this Amendment. From and after the date of this Amendment, each reference in the Subscription Agreement to “this Subscription Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Subscription Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the Subscription Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.
4. Other Terms. The provisions of Section 9 of the Subscription Agreement (where applicable) are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the parties hereto, mutatis mutandis.
* * *
IN WITNESS WHEREOF, each of the parties hereto have causes this Amendment to be executed by its duly authorized representative as of the date first written above.
COMPANY | ||
PROPTECH ACQUISITION CORPORATION | ||
By: | ||
Name: | M. Joseph Beck | |
Title: | Co-Chief Executive Officer and Chief | |
Financial Officer |
[Signature Page to Amendment]
SUBSCRIBER | ||
[ ] | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Amendment]