0001172661-22-002608.txt : 20221202 0001172661-22-002608.hdr.sgml : 20221202 20221202152018 ACCESSION NUMBER: 0001172661-22-002608 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221202 DATE AS OF CHANGE: 20221202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Appreciate Holdings, Inc. CENTRAL INDEX KEY: 0001821075 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 852426917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91891 FILM NUMBER: 221441642 BUSINESS ADDRESS: STREET 1: 6101 BAKER ROAD, SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55345 BUSINESS PHONE: 9524708888 MAIL ADDRESS: STREET 1: 6101 BAKER ROAD, SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55345 FORMER COMPANY: FORMER CONFORMED NAME: PROPTECH INVESTMENT CORP. II DATE OF NAME CHANGE: 20200813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vellar Opportunities Fund Master, Ltd. CENTRAL INDEX KEY: 0001812301 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD STREET 2: 94 SOLARIS AVENUE, BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 215-701-9675 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: SUITE 2400 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 cohenco-ptic112222.htm



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*



PropTech Investment Corporation II

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

743497109

(CUSIP Number)

 

 

November 22, 2022
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  743497109
 SCHEDULE 13G
Page 2 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Vellar Opportunities Fund Master, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
CO

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 


 

CUSIP No.  743497109
 SCHEDULE 13G
Page 3 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Cohen & Company Financial Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
IA, OO

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 


 

CUSIP No.  743497109
 SCHEDULE 13G
Page 4 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Dekania Investors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
OO, HC

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 

 



 

CUSIP No.  743497109
 SCHEDULE 13G
Page 5 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Cohen & Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
OO, HC

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 

 


 

CUSIP No.  743497109
 SCHEDULE 13G
Page 6 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Cohen & Company Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
CO, HC

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 

 


 

CUSIP No.  743497109
 SCHEDULE 13G
Page 7 of 13 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Daniel G. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,067,321**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,067,321**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,321**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.3%
12
TYPE OF REPORTING PERSON
 
IN, HC

**The SPV entity is Vellar Opportunity Fund SPV LLC – Series 9 which is wholly owned by Vellar Opportunities Fund Master, Ltd.

 

  


 

 

CUSIP No. 743497109
 SCHEDULE 13G
Page 8 of 13 Pages

 

Item 1.(a) Name of Issuer

PropTech Investment Corporation II

Item 1.(b) Address of Issuer’s Principal Executive Offices

3415 N. Pines Way, Suite 204

Wilson, WY 83014

Item 2.(a) Name of Persons Filing:

Vellar Opportunities Fund Master, Ltd.

Cohen & Company Financial Management, LLC

Dekania Investors, LLC

Cohen & Company LLC

Cohen & Company Inc.

Daniel G. Cohen

  

Item 2.(b) Names of Person Filing, Address of Principal Business Office, Citizenship:

Vellar Opportunities Fund Offshore, Ltd.

c/o Mourant Governance Services (Cayman) Limited 94

Solaris Avenue, Camana Bay

PO Box 1348 Grand Cayman KY1-1108

Cayman Islands

 

Cohen & Company Financial Management, LLC

3 Columbus Circle, Suite 2400

New York, New York 10019

United States

 

Dekania Investors, LLC

3 Columbus Circle, Suite 2400

New York, New York 10019

United States

 

Cohen & Company LLC

3 Columbus Circle, Suite 2400

New York, New York 10019

United States

 

Cohen & Company Inc.

3 Columbus Circle, Suite 2400

New York, New York 10019

United States

 

Daniel Cohen

c/o Cohen & Company Inc.

3 Columbus Circle, Suite 2400

New York, New York 10019

United States

  

Item 2.(c) Citizenship:

 

Vellar Opportunities Fund Master, Ltd. – Cayman Islands

Cohen & Company Financial Management, LLC – Delaware, United States

Dekania Investors, LLC – Delaware, United States

Cohen & Company LLC – Delaware, United States

Cohen & Company Inc. – Delaware, United States

Daniel G. Cohen – United States

  

Item 2.(d) Title of Class of Securities

Common Stock, par value $0.0001 per share (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

743497109

 

CUSIP No.  743497109
 SCHEDULE 13G
Page 9 of 13 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 743497109
 SCHEDULE 13G
Page 10 of 13 Pages

 

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Vellar Opportunities Fund Master, Ltd.

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Cohen & Company Financial Management, LLC

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Cohen & Company Inc.

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Dekania Investors, LLC.

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Cohen & Company, LLC

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Daniel G. Cohen:

(a) Amount beneficially owned: 3,067,321

(b) Percent of class: 13.3%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote: 3,067,321

(iii) Sole power to dispose or direct the disposition:

(iv) Shared power to dispose or to direct the disposition: 3,067,321

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Please see Exhibit II attached hereto.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 743497109
 SCHEDULE 13G
Page 11 of 13 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 2, 2022

 

 

 

 

Vellar Opportunities Fund Master, Ltd.

       
  By:  /s/ Solomon I. Cohen
    Solomon I. Cohen, Director
       
 

Cohen & Company Financial Management, LLC

By: Cohen & Company Inc.

       
  By:  /s/ Daniel G. Cohen
    Daniel G. Cohen, Chairman of the Board of Directors
       
 

Dekania Investors, LLC

       
  By:  /s/ Joseph Pooler
    Joseph Pooler, Chief Financial Officer
       
 

Cohen & Company LLC

       
  By:  /s/ Joseph Pooler
    Joseph Pooler, Chief Financial Officer
       
 

Cohen & Company Inc.

       
  By:  /s/ Daniel G. Cohen
    Daniel G. Cohen, Chairman of the Board of Directors
       
 

       
  By:  /s/ Daniel G. Cohen
   
       
       

 

 
CUSIP No. 743497109
 SCHEDULE 13G
Page 12 of 13 Pages

 

Exhibit I

 

JOINT FILING STATEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint Acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: December 2, 2022

 

 

Vellar Opportunities Fund Master, Ltd.

       
  By:  /s/ Solomon I. Cohen
    Solomon I. Cohen, Director
       
 

Cohen & Company Financial Management, LLC

By: Cohen & Company Inc.

       
  By:  /s/ Daniel G. Cohen
    Daniel G. Cohen, Chairman of the Board of Directors
       
 

Dekania Investors, LLC

       
  By:  /s/ Joseph Pooler
    Joseph Pooler, Chief Financial Officer
       
 

Cohen & Company LLC

       
  By:  /s/ Joseph Pooler
    Joseph Pooler, Chief Financial Officer
       
 

Cohen & Company Inc.

       
  By:  /s/ Daniel G. Cohen
    Daniel G. Cohen, Chairman of the Board of Directors
       
 

       
  By:  /s/ Daniel G. Cohen
 
 
 
CUSIP No. 743497109
 SCHEDULE 13G
Page 13 of 13 Pages

 

Exhibit II

 

Cohen & Company Financial Management, LLC and Cohen & Company Inc. are the relevant entities for which Mr. Cohen may be considered a control person.