PropTech Acquisition Corp. Stockholders Overwhelmingly Approve Business Combination with Porch.com; Cash Proceeds to Exceed $322 Million Following Transaction Closing

Rhea-AI Summary

PropTech Acquisition Corporation (NASDAQ: PTAC) announced that its stockholders overwhelmingly approved the business combination with Porch.com, Inc. on December 21, 2020. With 99.99% support, stockholders voted to retain shares, resulting in over $322 million in gross proceeds to accelerate growth in a $220 billion market. The merger will finalize on December 23, 2020, after which the combined entity will operate as Porch Group, Inc. under the ticker PRCH. This vote reflects confidence in Porch's vertical SaaS business model and growth strategy.

Positive

• 99.99% of shareholders approved the business combination, indicating strong investor confidence.
• The transaction will provide over $322 million in gross proceeds to support growth initiatives.
• Porch operates in a $220 billion addressable market, presenting significant expansion opportunities.
• The company has a proven revenue model with high gross and contribution margins.

Negative

• None.

- All Stockholder Proposals Were Approved -

- 99.99% of Public Shareholders Elected to Retain Porch Common Stock –

- Over $322 Million of Gross Proceeds Raised in The Transaction Will Help Accelerate Growth in a $220 Billion Addressable Market -

- Transaction Expected to Close on December 23, 2020 -

NEW YORK, Dec. 21, 2020 (GLOBE NEWSWIRE) -- PropTech Acquisition Corporation (NASDAQ: PTAC) (“PropTech” or “PTAC”) today announced that its stockholders voted to approve the proposed business combination (the “Business Combination”) with Porch.com, Inc. ("Porch” of “the Company") and the related proposals at a Special Meeting held for this purpose on December 21, 2020. Holders of 16,859,288 shares of PTAC’s common stock, or 99.99% of the issued and outstanding shares, voted in favor of the transaction. The parties expect the closing of the transaction to occur on December 23, 2020.

Upon closing, the combined company will be renamed "Porch Group, Inc." and its common stock and warrants will begin trading on The Nasdaq Stock Market (“Nasdaq”) under the ticker symbols "PRCH" and “PRCHW” on Thursday, December 24, 2020. To celebrate the closing, Porch Founder and CEO Matt Ehrlichman will ring the opening bell virtually on the Nasdaq Stock Exchange at 9:30 a.m. Eastern time on December 24^th.

PTAC also announced that stockholders holding 17,249,600 shares (or 99.99%) elected to retain their common stock. As a result, approximately $173 million will remain in PropTech’s trust account and be released upon the closing of the Business Combination. Including the $150 million fully committed common stock private investment announced with the definitive Business Combination agreement, Porch expects to receive over $322 million in gross proceeds at the closing of the Business Combination.

“We are grateful for our shareholders’ support as we advance our mission to make the home simple, from moving to maintaining and everything in between,” said Porch Founder and CEO Matt Ehrlichman. “With more than $322 million in total liquidity before debt paydown and transaction fees, we have the resources to accelerate our vertical SaaS and reoccurring B2B2C transaction revenue platform. We look forward to a successful public listing, delivering strong shareholder returns, and building a truly great and enduring company.”

Tom Hennessy, chairman, co-CEO and president of PropTech, commented: “We are thrilled about the overwhelmingly strong reception from our shareholders as we officially bring Porch to the public market. We believe Porch will be an enduring public company given its proven revenue model, high gross and contribution margins, and massive total addressable market. This transaction accelerates both near- and long-term growth levers and we believe that Porch can deliver high growth to shareholders for years to come.”

Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or PTAC’s or Porch’s future financial or operating performance. These statements are based on the beliefs and assumptions of the management of PTAC and Porch. Although PTAC and Porch believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither PTAC nor Porch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this press release include, but are not limited to, statements about the anticipated merger closing timing and the ability of PTAC and Porch prior to the merger, and the combined company following the merger (“New Porch”), to: access, collect and use personal data about consumers; execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; manage risks associated with operational changes in response to the COVID-19 pandemic; meet the closing conditions to the merger, including approval by stockholders of PTAC and Porch on the expected terms and schedule; realize the benefits expected from the proposed merger; anticipate the uncertainties inherent in the development of new business lines and business strategies; retain and hire necessary employees; increase brand awareness; attract, train and retain effective officers, key employees or directors; upgrade and maintain information technology systems; acquire and protect intellectual property; meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; effectively respond to general economic and business conditions; maintain the listing on, or the delisting of PTAC’s or New Porch’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the merger; obtain additional capital, including use of the debt market; enhance future operating and financial results; successfully execute expansion plans; anticipate rapid technological changes; comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; anticipate the impact of, and response to, new accounting standards; respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; anticipate the significance and timing of contractual obligations; maintain key strategic relationships with partners and distributors; respond to uncertainties associated with product and service development and market acceptance; anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets; successfully defend litigation; successfully deploy the proceeds from the merger; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in PTAC’s Annual Report on Form 10 K for the fiscal year ended December 31, 2019, the section entitled “Risk Factors” in PTAC’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, the sections entitled “Risk Factors” and “Forward-Looking Statements; Market, Ranking and Other Industry Data” in the definitive proxy statement/consent solicitation statement/prospectus filed by PTAC and other documents of PTAC filed, or to be filed, with the SEC. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither PTAC nor Porch undertakes any duty to update these forward-looking statements, except as otherwise required by law.

About Porch Group
Seattle-based Porch Group, the vertical software platform for the home, provides software and services to more than 10,500 home services companies such as home inspectors, moving companies, real estate agencies, utility companies, and warranty companies. Through these relationships and its multiple brands, Porch provides a moving concierge service to homebuyers, helping them save time and make better decisions on critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more. To learn more about Porch, visit porchgroup.com.

About PropTech Acquisition Corporation
PropTech Acquisition Corporation is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses focused on real estate technology. For more information, visit proptechacquisition.com.

Investor Relations contact:
Gateway Investor Relations
Cody Slach, Matt Glover
(949) 574-3860
PTAC@gatewayir.com

PropTech Contact:
contact@proptechacquisition.com

FAQ

What is the significance of the merger between PTAC and Porch.com?

The merger is expected to significantly enhance Porch's market presence and accelerate growth in a large addressable market, with over $322 million in gross proceeds to support its business initiatives.

When will Porch start trading on Nasdaq after the merger?

Porch Group, Inc. is expected to begin trading on Nasdaq under the ticker PRCH on December 24, 2020.

How did shareholders vote on the business combination proposal?

Shareholders of PropTech Acquisition Corporation voted overwhelmingly, with 99.99% in favor of the business combination with Porch.com.

What are the expected proceeds from the PTAC and Porch merger?

The merger is expected to yield over $322 million in gross proceeds, which will aid Porch in expanding its vertical software and recurring revenue platforms.