Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Appreciate Holdings, Inc. dismissed Withum Smith+Brown, PC as its auditor.
- Action
- dismissal
- Auditor
- Withum Smith+Brown, PC
- Successor
- Boulay PLLP
Exact text from the filing
Withum Smith+Brown, PC ("Withum"), the Company's independent registered public accounting firm prior to the Business Combination was informed that it would be replaced as the Company's independent registered public accounting firm.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Appreciate Holdings, Inc. engaged Boulay PLLP as its auditor.
- Action
- engagement
- Auditor
- Boulay PLLP
Exact text from the filing
the Board approved the engagement of Boulay PLLP ("Boulay") as the Company's independent registered public accounting firm
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Honour was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marcy Haymaker was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Ortner was appointed as President at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nolan Jacobson was appointed as Chief Financial Officer at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Laurence was appointed as Chief Executive Officer at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Bush was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurie A. Hawkes was appointed as Chairman at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Chairman
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas Bergeron was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gloria Fu was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
M. Joseph Beck was appointed as Director at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd Jable was appointed as Chief Technology Officer and Chief Operating Officer at Appreciate Holdings, Inc..
- Action
- appointed
- Role
- Chief Technology Officer and Chief Operating Officer
Exact text from the filing
The following persons are serving as executive officers and directors of the Company upon the Closing, with four (4) having been named as executive officers effective upon the Closing on November 29, 2022
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Appreciate Holdings, Inc.: Ratified and readopted the code of ethics with clarifications on permitted conduct and reporting procedures (effective 2022-11-29).
- Change
- code of ethics
- Effective
- 2022-11-29
Exact text from the filing
Item 5.05. Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. On November 29, 2022, in connection with the Closing, the Company’s board of directors ratified and readopted PTIC II’s code of ethics (the “ Code ”) applicable to the Company’s employees, officers and directors. The Code clarifies (i) the types of permitted conduct under the Code, including business activities and opportunities and (ii) procedures for the reporting, oversight and investigation of alleged violations of the Code.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Appreciate Holdings, Inc.: Amended and restated bylaws to reflect name change and provide for go-forward governance consistent with investor rights agreement and charter (effective 2022-11-29).
- Change
- bylaw amendment
- Effective
- 2022-11-29
Exact text from the filing
Amended and Restated Bylaws In connection with the Closing of the Business Combination, the Company’s bylaws were amended and restated to reflect the Company’s name change in connection with the Business Combination and to provide for the go-forward governance of the Company in a manner consistent with the Investor Rights Agreement, the Company’s Amended and Restated Certificate of Incorporation and applicable law.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Appreciate Holdings, Inc.: Ceased being a shell company as a result of the business combination (effective 2022-11-29).
- Change
- shell status
- Effective
- 2022-11-29
Exact text from the filing
Item 5.06. Change in Shell Company Status. As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Appreciate Holdings, Inc.: Amended and restated certificate of incorporation to change company name, remove blank check provisions, modify amendment vote requirement, and other governance changes (effective 2022-11-29).
- Change
- charter amendment
- Effective
- 2022-11-29
Exact text from the filing
Item 3.03. Material Modification to Rights of Security Holders Amended and Restated Certificate of Incorporation Immediately prior to the Closing of the Business Combination, PTIC II’s certificate of incorporation, dated November 29, 2022 (the “ Charter ”), was further amended and restated to: (a) change the post-combination company’s name to Appreciate Holdings, Inc., and remove certain provisions related to PTIC II’s status as a blank check company; (b) provide that any amendment to the Charter may only be amended by the affirmative vote of 80% of the total voting power of all shares entitled to vote generally in the election of directors; (d) provide that shares of Class B Common Stock shall be permitted to exchange one (1) share of Class B Common Stock for one (1) share of Class A Common Stock; (e) provide that shares of Class B Common Stock do not participate in dividends or distributions declared by the Board; (f) provide that the Board of Directors (acting by affirmative, majori
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Appreciate Holdings, Inc. underwent a change of control involving Renters Warehouse for $312,000,000 (closed 2022-11-29).
- Action
- change of control
- Counterparty
- Renters Warehouse
- Consideration
- $312,000,000
- Closing
- 2022-11-29
Exact text from the filing
into a Material Definitive Agreement. The Consideration Pursuant to the Business Combination Agreement: ● the cumulative value of the business combination consideration was $312,000,000; ● Each share of PTIC II Class B Common Stock that was issued and outstanding immediately prior to the Closing was converted into one (1) share of PTIC II Class A Common
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Appreciate Holdings, Inc. entered into Business Combination Agreement with PTIC II and Rolling Renters Warehouse Unitholders valued at Aggregate consideration of $312,000,000 and 31,200,000 shares of Class B Common Stock (effective 2022-11-29).
- Action
- entry
- Agreement
- merger
- Counterparty
- PTIC II and Rolling Renters Warehouse Unitholders
- Value
- Aggregate consideration of $312,000,000 and 31,200,000 shares of Class B Common Stock
- Effective
- 2022-11-29
Exact text from the filing
The Consideration Pursuant to the Business Combination Agreement: ● the cumulative value of the business combination consideration was $312,000,000;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Appreciate Holdings, Inc. entered into Tax Receivable Agreement with TRA Party Representative and TRA Parties valued at Appreciate will pay 85% of tax savings from certain tax attributes (effective 2022-11-29).
- Action
- entry
- Counterparty
- TRA Party Representative and TRA Parties
- Value
- Appreciate will pay 85% of tax savings from certain tax attributes
- Effective
- 2022-11-29
Exact text from the filing
On November 29, 2022, in connection with the closing of the Business Combination (the “ Closing ”), the Company entered into the Tax Receivable Agreement (the “ Tax Receivable Agreement ”) with the TRA Party Representative (as defined in the Tax Receivable Agreement) and the TRA Parties (as defined in the Tax Receivable Agreement).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved PTIC II Charter Amendment Proposal at the 2022-11-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 1—The PTIC II Charter Amendment Proposal Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,244 1,378,262 15,745 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4F at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4F Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,020,944 1,378,293 16,014 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4A at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4A Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,275 1,378,262 15,714 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved The Equity Incentive Plan Proposal at the 2022-11-18 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 6—The Equity Incentive Plan Proposal Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 18,723,638 2,345,336 346,277 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4E at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4E Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 18,723,642 2,345,363 346,246 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved The Appreciate Charter Proposal at the 2022-11-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 3—The Appreciate Charter Proposal Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,275 1,378,262 15,714 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4G at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4G Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 19,918,408 1,480,829 16,014 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4B at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4B Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,275 1,378,262 15,714 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4D at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4D Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 19,053,874 2,345,363 16,014 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved The Business Combination Proposal at the 2022-11-18 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 2—The Business Combination Proposal : Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,244 1,378,293 15,714 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved The Nasdaq Proposal at the 2022-11-18 meeting.
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 5—The Nasdaq Proposal Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 19,388,446 2,011,091 15,714 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Appreciate Holdings, Inc. shareholders approved Advisory Governing Documents Proposal 4C at the 2022-11-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-18
Exact text from the filing
Proposal No. 4—The Advisory Governing Documents Proposals - Proposal 4C Common Stock Votes For Common Stock Votes Against Common Stock Abstentions Broker Non-Votes 20,021,944 1,378,593 15,714 0
View on SEC.gov
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