S-4 1 fs42020_proptechacq.htm REGISTRATION STATEMENT ON FORM S-4

As filed with the Securities and Exchange Commission on October 13, 2020

No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

PROPTECH ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

_____________________________

Delaware

 

6770

 

83-2587663

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

3415 N. Pines Way, Suite 204
Wilson, WY 83
014
Telephone:
(310) 954-9665
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________

Thomas D. Hennessy
Co
-Chief Executive Officer and President
3415 N. Pines Way, Suite 204
Wilson, WY 83
014
Telephone:
(310) 954-9665

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

Christian O. Nagler

Brooks W. Antweil

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Tel: (212) 446-4800

 

Michael P. Heinz

Joshua G. DuClos

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Tel: (312) 853-7000

_____________________________

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

£

 

Accelerated filer

 

£

Non-accelerated filer

 

S

 

Smaller reporting company

 

S

       

Emerging growth company

 

S

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 7(a)(2)(B) of the Securities Act. 

If applicable, please place an  in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

£

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

£

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount
to be
registered(1)

 

Proposed
Maximum
Offering
Price
per Unit

 

Proposed
maximum
aggregate
offering
price(2)

 

Amount of
registration
fee

Common stock, par value $0.0001 per share

 

52,783,023

 

N/A

 

$

529,941,555.90

 

$

57,816.62

____________

(1)      Represents the estimated maximum number of shares of the registrant’s Class A common stock to be issued by the registrant to securityholders of Porch.com, Inc. in connection with the transactions described herein, estimated solely for the purpose of calculating the registration fee, as is based on the sum of (a) 34,879,781 shares of Class A common stock issuable in respect of the outstanding shares of common and preferred stock of Porch.com, Inc. immediately prior to the consummation of the transactions described herein, (b) 5,000,000 shares of Class A common stock issuable in respect of the earn-out described herein, (c) 6,823,065 shares of Class A common stock issuable in respect of certain outstanding warrants of Porch.com, Inc. immediately prior to the consummation of the transactions described herein, (d) 2,799,384 shares of Class A common stock issuable in respect of certain outstanding options to purchase capital stock of Porch.com, Inc. immediately prior to the consummation of the transactions described herein, (e) 1,135,905 shares of Class A common stock issuable in respect of outstanding restricted stock awards with respect to the capital stock of Porch.com, Inc. immediately prior to the consummation of the transactions described herein and (f) 2,144,889 shares of Class A common stock issuable in respect of outstanding restricted stock units with respect to the capital stock of Porch.com, Inc. immediately prior to the consummation of the transactions described herein, in each case in accordance with the merger agreement.

(2)      Estimated solely for the purpose of calculating the registration fee, based on $10.39, the average of the high and low sales prices of the registrant’s Class A common stock on October 8, 2020 (a date within five business days prior to the date of this registration statement). This calculation is in accordance with Rule 457(c) and Rule 457(f)(1) of the Securities Act of 1933, as amended.

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

PRELIMINARY PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
DATED OCTOBER
13, 2020, SUBJECT TO COMPLETION

Dear Stockholder:

On July 30, 2020, PropTech Acquisition Corporation, a Delaware corporation (“PTAC”), entered into an Agreement and Plan of Merger (as amended on October 12, 2020, the “merger agreement”) with PTAC Merger Sub Corporation, a Delaware corporation and wholly-owned subsidiary of PTAC (“Merger Sub”), Porch.com, Inc., a Delaware corporation (“Porch”), and Joe Hanauer, in his capacity as the representative of all Pre-Closing Holders (as defined in the merger agreement). If the merger agreement is adopted by Porch’s stockholders, the merger agreement and the transactions contemplated thereby, including the issuance of common stock (“New Porch common stock”) to be issued as the merger consideration, is approved by PTAC’s stockholders, and the merger is subsequently completed, Merger Sub will merge with and into Porch, with Porch surviving the merger as a wholly owned subsidiary of PTAC (the “merger”).

Immediately prior to the effective time of the merger, each outstanding share of Porch common stock, including common stock held by prior owners of Porch preferred stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares) and each outstanding Porch warrant that has an exercise price that is lower than the value of the portion of the merger consideration that would otherwise be issuable in respect thereof (the “In-The-Money Warrants”) will be cancelled and converted into the right to receive a pro rata portion of (i) cash consideration of up to $30 million, as determined pursuant to the Cash Consideration Adjustment (as described below), (ii) a number of shares of New Porch common stock equal to (a) $471.5 million, net of adjustments for Porch’s net working capital, indebtedness, debt-like items and cash on hand and certain transaction expenses minus the aggregate amount of cash paid in clause (i) divided by (b) an amount equal to the amount of cash on deposit in PTAC’s trust account as of the close of business two (2) business days prior to closing divided by the number of outstanding shares of Class A Common Stock (the amount in this clause (ii)(b) being referred to as the “Reference Price”). Additionally, holders of the outstanding shares of Porch common stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Porch will receive on a pro rata basis a portion of 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the merger.

Subject to the assumptions set forth under “Basis of Presentation and Glossary” in the accompanying proxy statement/consent solicitation statement/prospectus and assuming that the merger effective date were            , 2020, the record date for the PTAC Special Meeting (as defined below), the exchange ratio would have been approximately 0.48 of a share of New Porch common stock for each share of Porch common stock, except for any resulting fractional shares of New Porch common stock (which will instead be paid in cash in an amount equal to the fractional amount multiplied by the Reference Price).

Based on the number of shares of Porch preferred stock, the number of shares of Porch common stock, the number of In-The-Money Warrants and the number of Porch restricted stock unit awards and restricted shares, in each case outstanding as of         , 2020, the total number of shares of New Porch common stock expected to be issued in the merger at the closing of the merger is approximately 46,120,901 and 48,112,933, and holders of shares of Porch common stock as of immediately prior to the closing of the merger (and following the conversion of Porch preferred stock into Porch common stock) will hold, in the aggregate, approximately 54.6% and 69.6% of the issued and outstanding shares of New Porch common stock immediately following the closing of the merger, assuming no shares of PTAC common stock are redeemed and the maximum number of shares of PTAC common stock are redeemed, respectively.

PTAC’s units, Class A Common Stock and public warrants are publicly traded on the NASDAQ Capital Market (the “NASDAQ”). We intend to list the combined company’s common stock and public warrants on the NASDAQ under the symbols PRCH and PRCHW, respectively, upon the closing of the merger. PTAC will not have units traded following closing of the merger.

 

PTAC will hold a special meeting in lieu of the 2020 annual meeting of stockholders (the “PTAC Special Meeting”) to consider matters relating to the proposed merger. PTAC and Porch cannot complete the merger unless PTAC’s stockholders consent to the approval of the merger agreement and the transactions contemplated thereby, including the issuance of New Porch common stock to be issued as the merger consideration, and Porch’s stockholders consent to adoption and approval of the merger agreement and the transactions contemplated thereby. PTAC and Porch are sending you this proxy statement/consent solicitation statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/consent solicitation statement/prospectus.

The PTAC Special Meeting will be held on               , 2020, at                Eastern Time, via a virtual meeting. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of PTAC’s stockholders and partners, the PTAC Special Meeting will be completely virtual. You may attend the meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/proptechacquisition/sm2020. You will need the control number that is printed on your proxy card to enter the PTAC Special Meeting. PTAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the PTAC Special Meeting starts. Please note that you will not be able to attend the PTAC Special Meeting in person.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF CLASS A COMMON STOCK YOU OWN. To ensure your representation at the PTAC Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote online at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The PTAC board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that PTAC stockholders vote “FOR” the approval of the merger agreement, “FOR” the issuance of New Porch common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the PTAC Special Meeting.

The Porch board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Porch stockholders consent to adopt and approve in all respects the merger agreement and the transactions contemplated thereby (the “Business Combination Proposal”).

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about PTAC and Porch and certain related matters. You are encouraged to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 24 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

If you have any questions regarding the accompanying proxy statement/consent solicitation statement/prospectus, you may contact Morrow Sodali, PTAC’s proxy solicitor, at (866) 662-5200 or email Morrow Sodali at PTAC.info@investor.morrowsodali.com.

Sincerely,

/s/ Thomas D. Hennessy

   

Thomas D. Hennessy

   

Chairman of the Board, Co-Chief Executive Officer and President

   

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the merger, the issuance of shares of New Porch common stock in connection with the merger or the other transactions described in this proxy statement/consent solicitation statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/consent solicitation statement/prospectus is dated               , 2020, and is first being mailed to stockholders of PTAC on or about               , 2020.

 

PropTech Acquisition Corporation

NOTICE OF THE SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON               , 2020

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2020 annual meeting of the stockholders (the “PTAC Special Meeting”), of PropTech Acquisition Corporation, a Delaware corporation (which is referred to as “PTAC”) will be held virtually, conducted via live audio webcast at https://www.cstproxy.com/proptechacquisition/sm2020,            Eastern Time, on               , 2020. You will need the control number that is printed on your proxy card to enter the PTAC Special Meeting. PTAC recommends that you log in at least 15 minutes before the PTAC Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the PTAC Special Meeting in person. You are cordially invited to attend the PTAC Special Meeting for the following purposes:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 30, 2020, as amended by the Amendment to the Agreement and Plan of Merger, dated as of October 12, 2020 (as it may be further amended and/or restated from time to time, the “merger agreement”), by and among Porch.com, Inc., a Delaware corporation (“Porch” or the “Company”), PTAC, PTAC Merger Sub Corporation, a Delaware corporation (“Merger Sub”), and Joe Hanauer, in his capacity as representative of the Pre-Closing Holders of Porch, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Porch, with Porch surviving the merger as a wholly owned subsidiary of PTAC (the “merger”). A copy of the merger agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A (Proposal No. 1);

2.      The Charter Proposals — To consider and vote upon:

a.      separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of PTAC (the “Proposed Charter”) that will be in effect upon the closing of the merger, a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex B, and PTAC’s current amended and restated certificate of incorporation (the “Existing Charter”):

i.       to increase the number of authorized shares of New Porch common stock from 110,000,000 to 400,000,000 and the number of authorized shares of New Porch preferred stock from 1,000,000 to 10,000,000 (Proposal No. 2);

ii.      to eliminate the Class B common stock classification and provide for a single class of common stock (Proposal No. 3)

iii.     to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of PTAC entitled to vote in the election of directors, voting together as a single class (Proposal No. 4);

iv.      to provide that the number of directors of PTAC shall be fixed from time to time in accordance with the Bylaws of PTAC (Proposal No. 5);

v.       to provide that amendments to PTAC’s waiver of corporate opportunities will be prospective only (Proposal No. 6);

vi.     to require the vote of 66.7% of the voting power of the stock of PTAC entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of PTAC (Proposal No. 7); and

 

b.      conditioned upon the approval of Proposals No. 2 through 7 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing PTAC’s name from “PropTech Acquisition Corporation” to “Porch Group, Inc.” as of the closing of the merger (Proposal No. 8);

3.      The Director Election Proposal — To consider and vote upon a proposal to appoint nine (9) directors to serve on the board of directors of PTAC until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (Proposal No. 9)

4.      The NASDAQ Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NASDAQ: (i) the issuance of shares of Class A Common Stock (such shares of Class A Common Stock to be automatically converted into New Porch common stock upon the consummation of the merger) pursuant to the PIPE Agreements (as defined herein); (ii) the issuance of shares of New Porch common stock pursuant to the merger agreement, including 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the merger; and (iii) the related change of control of PTAC that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement (Proposal No. 10);

5.      The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 11); and

6.      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the PTAC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the PTAC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the NASDAQ Proposal or the Incentive Plan Proposal, or holders of PTAC’s Class A Common Stock have elected to redeem an amount of Class A Common Stock such that PTAC would have less than $5,000,001 of net tangible assets would not be satisfied (Proposal No. 12).

Only holders of record of PTAC Class A Common Stock and Class B Common Stock (each as defined herein) at the close of business on               , 2020 are entitled to notice of the PTAC Special Meeting and to vote at the PTAC Special Meeting and any adjournments or postponements of the PTAC Special Meeting. A complete list of PTAC stockholders of record entitled to vote at the PTAC Special Meeting will be available for 10 days before the PTAC Special Meeting at the principal executive offices of PTAC for inspection by stockholders during ordinary business hours for any purpose germane to the PTAC Special Meeting. The eligible PTAC stockholder list will also be available at that time on the PTAC Special Meeting website for examination by any stockholder attending the PTAC Special Meeting live audio webcast.

Pursuant to PTAC’s Existing Charter, PTAC will provide holders (“public stockholders”) of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) with the opportunity to redeem their shares of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of PTAC’s initial public offering (“PTAC’s IPO”) as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to PTAC to pay taxes) upon the closing of the transactions contemplated by the merger agreement. For illustrative purposes, based on funds in the Trust Account of approximately $173 million on June 30, 2020, the estimated per share redemption price would have been approximately $10.04, excluding additional interest earned on the funds held in the Trust Account and not previously released to PTAC to pay taxes. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock. HC PropTech Partners I LLC, a Delaware limited liability company (the “Sponsor”), and PTAC’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the merger with respect to any shares of PTAC Class A Common Stock they may hold. Currently, the Sponsor owns approximately 20% of PTAC common stock, consisting of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), initially purchased by the

 

Sponsor in a private placement and a subsequent dividend thereon prior to PTAC’s IPO, and the shares of Class A Common Stock (together with the Class B Common Stock, the “common stock”), issued upon the conversion thereof (“Founder Shares”). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and PTAC’s directors and officers have agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal.

Approval of the Business Combination Proposal, Charter Proposal Numbers 5, 6 and 8, the NASDAQ Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present. Approval of Charter Proposal Numbers 2, 3, 4 and 7 requires the affirmative vote of a majority of the votes cast by holders of a majority of the Class A Common Stock then outstanding, voting separately as a single class, and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. Approval of the election of each of the nine (9) directors nominated in the Director Election Proposal requires a plurality of the votes cast by holders of common stock at a meeting at which a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present. The PTAC board of directors has already approved each of the proposals.

As of June 30, 2020, there was approximately $173 million in the Trust Account, which PTAC intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/consent solicitation statement/prospectus and to pay approximately $6,037,500 in deferred underwriting commissions to the underwriters of PTAC’s IPO. Each redemption of Class A Common Stock by its public stockholders will decrease the amount in the Trust Account. PTAC will not consummate the merger if the redemption of Class A Common Stock would result in PTAC’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

If PTAC stockholders fail to approve the Business Combination Proposal or the NASDAQ Proposal, or, unless otherwise waived by Porch and PTAC, the Charter Proposals, the Director Election Proposal or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. The proxy statement/consent solicitation statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the PTAC Special Meeting. Please review the proxy statement/consent solicitation statement/prospectus carefully.

The PTAC board of directors has set               , 2020 as the record date for the PTAC Special Meeting. Only holders of record of shares of PTAC common stock at the close of business on               , 2020 will be entitled to notice of and to vote at the PTAC Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the PTAC Special Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of PTAC common stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF PTAC COMMON STOCK YOU OWN. Whether or not you plan to attend the PTAC Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The PTAC board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the election of each of the nine (9) directors nominated in the Director Election Proposal “FOR” the NASDAQ Proposal and “FOR” the Incentive Plan Proposal.

 

If you have any questions or need assistance with voting, please contact PTAC’s proxy solicitor, Morrow Sodali, at (800) 662-5200 or email Morrow Sodali at PTAC.info@investor.morrowsodali.com.

If you plan to attend the PTAC Special Meeting and are a beneficial investor who owns their investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/consent solicitation statement/prospectus regarding attending and voting at the PTAC Special Meeting to ensure that you comply with these requirements.

 

BY ORDER OF THE BOARD OF DIRECTORS

   

/s/ Thomas D. Hennessy

   

Thomas D. Hennessy

   

Chairman of the Board

 

Porch.com, Inc.
2200 1
st Avenue South, Suite 300
Seattle, WA 98134

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Porch.com, Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of July 30, 2020 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among Porch.com, Inc. (“Porch”), PropTech Acquisition Corporation (“PTAC”), PTAC Merger Sub Corporation a wholly owned subsidiary of PTAC (“Merger Sub”) and Joe Hanauer, in his capacity as representative of the Pre-Closing Holders, Merger Sub will merge with and into Porch, with Porch surviving the merger as a wholly owned subsidiary of PTAC (the “merger”).

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the Porch board of directors to request that holders of Porch common stock or preferred stock (with respect to the common stock you will hold upon conversion of your common stock) execute and return written consents to adopt and approve the merger agreement and the merger and the ancillary documents thereto.

Concurrent with the execution of the merger agreement, certain holders representing a majority of the Porch preferred stock and the Porch Series B Preferred Stock (determined on an as-converted basis) executed a written consent pursuant to which all of Porch’s issued and outstanding preferred stock will be converted immediately prior to the merger into shares of Porch common stock in accordance with Porch’s fourth amended and restated certificate of incorporation. The written consents solicited via this proxy statement/consent solicitation statement/prospectus will become effective upon such conversion of the Porch preferred stock.

This proxy statement/consent solicitation statement/prospectus describes the proposed merger and the actions to be taken in connection with the merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights.” Please note that if you wish to exercise appraisal rights you must not sign and return a written consent adopting the merger agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the merger. In addition, you must take all other steps necessary to perfect their appraisal rights.

The Porch board of directors has considered the merger and the terms of the merger agreement and the ancillary documents and has unanimously determined that the merger and the merger agreement are advisable, fair to and in the best interests of Porch and its stockholders and recommends that Porch stockholders adopt the merger agreement and the ancillary documents by submitting a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to Porch by one of the means described in “Porch’s Solicitation of Written Consents.”

 

TABLE OF CONTENTS

 

Page

BASIS OF PRESENTATION AND GLOSSARY

 

iv

QUESTIONS AND ANSWERS

 

vi

SUMMARY

 

1

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA FOR PORCH

 

15

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

16

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF PTAC AND PORCH

 

18

MARKET PRICE AND DIVIDEND INFORMATION

 

20

FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA

 

21

RISK FACTORS

 

24

PORCH’S SOLICITATION OF WRITTEN CONSENTS

 

60

Purpose of the Consent Solicitation

 

60

Porch Stockholders Entitled to Consent

 

60

Consents; Required Consents

 

60

Submission of Consents

 

60

Executing Consents

 

61

Solicitation of Consents; Expenses

 

61

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

62

PTAC SPECIAL MEETING OF STOCKHOLDERS

 

74

INFORMATION ABOUT PTAC

 

80

General

 

80

Initial Public Offering and Private Placement

 

80

Fair Market Value of Target Business

 

80

Stockholder Approval of Merger and Redemptions

 

80

Voting Restrictions in Connection with Stockholder Meeting

 

81

Liquidation if No Initial Business Combination

 

81

Facilities

 

83

Employees

 

83

Periodic Reporting and Financial Information

 

84

Legal Proceedings

 

84

MANAGEMENT OF PTAC

 

85

Directors and Executive Officers

 

85

Executive Compensation and Director Compensation

 

86

SELECTED HISTORICAL FINANCIAL INFORMATION OF PTAC

 

88

PTAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

89

INFORMATION ABOUT PORCH

 

94

Overview

 

94

EXECUTIVE AND DIRECTOR COMPENSATION OF PORCH

 

105

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF PORCH

 

110

PORCH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

111

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW PORCH

 

131

i

 

Page

MANAGEMENT OF PORCH AFTER THE MERGER

 

135

Management and Board of Directors

 

135

Executive Officers

 

135

Non-Employee Directors

 

136

Corporate Governance

 

138

Role of Board in Risk Oversight

 

138

Composition of the New Porch Board of Directors After the Merger

 

138

Board Committees

 

139

Code of Business Conduct

 

140

Compensation Committee Interlocks and Insider Participation

 

140

Director Compensation

 

140

THE MERGER

 

142

Terms of the Merger

 

142

Conversion of Shares; Exchange Procedures

 

142

Unaudited Prospective Financial Information of Porch

 

143

Certain Financial Analysis

 

145

Background of the Merger

 

147

Recommendation of the Porch Board of Directors and Reasons for the Merger

 

154

Recommendation of the PTAC Board of Directors and Reasons for the Merger

 

157

Satisfaction of 80% Test

 

159

Interests of PTAC’s Directors and Officers in the Merger

 

159

Interests of Porch Directors and Executive Officers in the Merger

 

160

REGULATORY APPROVAL REQUIRED FOR THE MERGER

 

161

ACCOUNTING TREATMENT

 

162

PUBLIC TRADING MARKETS

 

163

THE MERGER AGREEMENT

 

164

OTHER AGREEMENTS

 

179

PTAC Letter Agreement

 

179

Support Agreements

 

179

Subscription Agreements

 

179

Amended and Restated Registration Rights Agreement

 

180

Warrant Cancelation Agreement

 

180

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

181

PROPOSALS NO. 2 THROUGH NO. 8 — THE CHARTER PROPOSALS

 

182

PROPOSAL NO. 9 — THE DIRECTOR ELECTION PROPOSAL

 

186

PROPOSAL NO. 10 — THE NASDAQ PROPOSAL

 

187

PROPOSAL NO. 11 — THE INCENTIVE PLAN PROPOSAL

 

188

PROPOSAL NO. 12 — THE ADJOURNMENT PROPOSAL

 

195

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

196

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

203

General

 

203

Comparison of Stockholders’ Rights

 

203

ii

iii

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires:

•        references to “effective time” are to the time at which the merger becomes effective;

•        references to “Founder Shares” are to the Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), initially purchased by the Sponsor in a private placement and a subsequent dividend thereon prior to PropTech Acquisition Corporation’s initial public offering, and the shares of Class A Common Stock and, together with the Class B Common Stock (the “common stock”), issued upon the conversion thereof;

•        references to “measurement time” are to 12:01 a.m. Eastern Time on the date at which the merger becomes effective;

•        references to “merger” are to the proposed merger of Porch with and into Merger Sub;

•        references to “Merger Sub” are to PTAC Merger Sub Corporation;

•        references to “New Porch” are to Porch Group, Inc. (formerly PropTech Acquisition Corporation), after giving effect to the merger;

•        references to “New Porch common stock” are to, at and following the effective time, New Porch’s common stock, par value $0.0001;

•        references to “Pre-Closing Holders” are to all persons who hold one or more shares of Porch common stock, shares of Porch preferred stock, Porch options, Porch restricted stock units, Porch warrants or Porch restricted shares immediately prior to the effective time;

•        references to “Porch” are to Porch.com, Inc. and its consolidated subsidiaries;

•        references to “PTAC” are to PropTech Acquisition Corporation before giving effect to the merger; and

•        references to “PTAC common stock” are to, prior to the effective time, collectively, PTAC’s Class A Common Stock, par value $0.0001 per share, and PTAC’s Class B Common Stock, par value $0.0001 per share.

Unless specified otherwise, amounts in this proxy statement/consent solicitation statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/consent solicitation statement/prospectus have the meanings ascribed to them in the financial statements.

Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/consent solicitation statement/prospectus with respect to New Porch’s stockholders immediately following the effective time are for illustrative purposes only and assume the following:

(i)     no exercise of the 8,625,000 public warrants or 5,250,000 Private Placement Warrants (as defined herein) that will remain outstanding following the merger, which will become exercisable at the holder’s option 30 days after closing of the merger at an exercise price of $11.50 per share, provided that PTAC has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the public warrants or Private Placement Warrants and a current prospectus relating to them is available, which are not expected to occur within 60 days of the date of this proxy statement/consent solicitation statement/prospectus;

(ii)    5,000,000 restricted Earnout Shares (as defined herein) are issued at the effective time to Pre-Closing Holders of Porch, which remain subject to forfeiture;

(iii)   15,000,000 shares of PTAC common stock are issued in connection with the PIPE Investment (as defined herein) for aggregate cash proceeds of $150 million to PTAC immediately prior to the effective time;

iv

(iv)   at the measurement time, there is an estimated $84.66 million in aggregate outstanding debt and debt-like items of Porch and its subsidiaries (which assumption is subject to change);

(v)    at the measurement time, Porch has an estimated $6.87 million cash and cash equivalents on hand (which assumption is subject to change);

(vi)   at the measurement time, there is an estimated aggregate of $23.25 million of unpaid transaction expenses payable in cash, of which $18.25 million is attributable to PTAC (with $8.25 million representing fees payable by PTAC and its affiliates in connection with the PIPE Investment) and $5 million is attributable to Porch (which assumption is subject to change);

(vii)  from the date of the merger agreement until immediately prior to the effective time, Porch has incurred no Acquisition Amounts (as defined herein) (which assumption is subject to change);

(viii) at the measurement time, there is a $0.74 million adjustment to the Closing Merger Consideration (as defined herein) pursuant to the merger agreement for net working capital (which assumption is subject to change);

(ix)   at the measurement time, there is no adjustment to the Closing Merger Consideration pursuant to the merger agreement for Acquisition Proposals (as defined herein) (which assumption is subject to change);

(x)    the consummations of the transactions contemplated by the Valor-Ehrlichman Agreement (as defined herein); and

(xi)   the termination of the voting agreements entered into between Matt Ehrlichman and each of the holders of Porch Series Seed Preferred Stock.

Beneficial ownership throughout this proxy statement/consent solicitation statement/prospectus with respect to New Porch’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

v

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the merger, the stockholder meeting and the consent solicitation. We urge you to read carefully the remainder of this proxy statement/consent solicitation statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/consent solicitation statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:     WHAT IS THE MERGER?

A:     PTAC, Merger Sub, and Porch have entered into an Agreement and Plan of Merger, dated as of July 30, 2020, (as it may be amended and/or restated from time to time, the “merger agreement”), pursuant to which Merger Sub will merge with and into Porch, with Porch surviving the merger as a wholly owned subsidiary of PTAC.

PTAC will hold the PTAC Special Meeting to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the merger agreement (the “PTAC Shareholder Approval”) and you are receiving this proxy statement/consent solicitation statement/prospectus in connection with such meeting. Porch is also providing these consent solicitation materials to the holders of Porch common stock and preferred stock to solicit, among other things, the required written consent to adopt and approve in all respects the merger agreement and the transactions contemplated thereby (the “Business Combination Proposal”) and to approve the ancillary agreements thereto. See “The Merger Agreement” beginning on page 164. In addition, a copy of the merger agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A. We urge you to carefully read this proxy statement/consent solicitation statement/prospectus and the merger agreement in their entirety.

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     PTAC is sending this proxy statement/consent solicitation statement/prospectus to its stockholders to help them decide how to vote their shares of PTAC common stock with respect to the matters to be considered at the PTAC Special Meeting. Porch is also providing these consent solicitation materials to the holders of Porch common stock and preferred stock in order to solicit such holders’ written consent to the Business Combination Proposal and the Charter Proposals.

The merger cannot be completed unless PTAC’s stockholders approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the NASDAQ Proposal or the Incentive Plan Proposal, set forth in this proxy statement/consent solicitation statement/prospectus. Information about the PTAC Special Meeting, the consent solicitation, the merger and the other business to be considered by stockholders at the PTAC Special Meeting is contained in this proxy statement/consent solicitation statement/prospectus.

This document constitutes a proxy statement of PTAC, a consent solicitation statement of Porch and a prospectus of PTAC. It is a proxy statement because the board of directors of PTAC is soliciting proxies using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a consent solicitation statement because the board of directors of Porch is soliciting written consent using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a prospectus because PTAC, in connection with the merger, is offering shares of New Porch common stock in exchange for the outstanding shares of Porch common stock. See “The Merger Agreement — Merger Consideration.

Q:     WHAT WILL PORCH STOCKHOLDERS RECEIVE IN THE MERGER?

A:     If the merger is completed, immediately prior to the effective time of the merger, each outstanding share of Porch common stock, including common stock held by prior owners of Porch preferred stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares) and each outstanding Porch warrant that has an exercise price that is lower than the value of the portion of the merger consideration that would otherwise be issuable in respect thereof (the “In-The-Money Warrants”) will be cancelled and converted into the right to receive a pro rata portion of (i) cash consideration of up to $30 million, as determined pursuant to the Cash Consideration Adjustment (as described in the section titled “The Merger Agreement — Merger Consideration — Consideration; Conversion of Shares beginning on page 164), and (ii) a number of shares

vi

of New Porch common stock equal to (a) $471.5 million, net of adjustments for Porch’s net working capital, indebtedness, debt-like items and cash on hand and certain transaction expenses minus the aggregate amount of cash paid in clause (i) divided by (b) an amount equal to the amount of cash on deposit in PTAC’s trust account as of the close of business two (2) business days prior to closing (not including interest previously released to PTAC to pay taxes) divided by the number of outstanding shares of Class A Common Stock (the amount in this clause (ii)(b) being referred to as the “Reference Price”) (clauses (i) and (ii) together, the “Closing Merger Consideration”). Additionally, holders of the outstanding shares of Porch common stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Porch will receive on a pro rata basis a portion of 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the merger.

Subject to the assumptions set forth herein under “Basis of Presentation and Glossary” and assuming that the merger effective date were        , 2020, the record date for the PTAC Special Meeting (the “PTAC record date”), the exchange ratio would have been approximately 0.48 of a share of New Porch common stock for each share of Porch common stock, except for any resulting fractional shares of New Porch common stock (which will instead be paid in cash in an amount equal to the fractional amount multiplied by the Reference Price). However, because the final merger consideration will be determined as of 10 business days prior to the closing of the merger, holders of PTAC common stock will not know at the time of the vote the number of shares that will be issued to holders of Porch common stock.

Q:     WHEN WILL THE MERGER BE COMPLETED?

A:     The parties currently expect that the merger will be completed during the fourth quarter of 2020. However, neither PTAC nor Porch can assure you of when or if the merger will be completed and it is possible that factors outside of the control of both companies could result in the merger being completed at a different time or not at all. PTAC must first obtain the approval of PTAC stockholders for each of the proposals set forth in this proxy statement/consent solicitation statement/prospectus for their approval (other than the Adjournment Proposal) and PTAC and Porch must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Merger Agreement — Conditions to the Merger” beginning on page 176.

Q:     WHAT HAPPENS TO PORCH STOCKHOLDERS IF THE MERGER IS NOT COMPLETED?

A:     If the merger is not completed, Porch stockholders will not receive any consideration for their shares of Porch common stock and Porch preferred stock will not be converted into Porch common stock. Instead, Porch will remain an independent company. See “The Merger Agreement — Termination” and “Risk Factors” beginning on page 177 and page 24, respectively.

QUESTIONS AND ANSWERS ABOUT THE PTAC SPECIAL MEETING

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     PTAC stockholders are being asked to vote on the following proposals:

1.      the Business Combination Proposal;

2.      the Charter Proposals;

3.      the Director Election Proposal;

4.      the NASDAQ Proposal;

5.      the Incentive Plan Proposal; and

6.      the Adjournment Proposal.

If PTAC stockholders fail to approve the Business Combination Proposal or the NASDAQ Proposal, or, unless otherwise waived by Porch and PTAC, the Charter Proposals, the Director Election Proposal or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the

vii

NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Q:     WHY IS PTAC PROPOSING THE MERGER?

A:     PTAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (collectively, a “business combination”).

On November 26, 2019, PTAC completed its initial public offering (“IPO”), generating gross proceeds of $172.5 million, which were placed in a trust account (the “Trust Account”). Since PTAC’s IPO, PTAC’s activity has been limited to the evaluation of business combination candidates.

Porch is a vertical software platform for the home, providing software and services to approximately 11,000 home services companies, such as home inspectors, moving companies, utility companies, warranty companies, and others. Porch helps these service providers grow their business and improve their customer experience. As a way to pay for the software and services, these companies connect their homebuyers to Porch, who in turn makes the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more.

The Porch board of directors believes that the proposed merger represents the best potential transaction for Porch to create greater value for Porch’s stockholders, while also providing greater liquidity by owning stock in a public company.

Based on its due diligence investigations of Porch and the industry in which it operates, including the financial and other information provided by Porch in the course of their negotiations in connection with the merger agreement, PTAC believes that Porch aligns well with the objectives laid out in its real estate technology investment thesis by providing a vertical software platform for the home services industry with a track record of significant revenue growth and attractive gross margin. As a result, PTAC believes that a merger with Porch will provide PTAC stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. See the section entitled “The Merger — Recommendation of the PTAC Board of Directors and Reasons for the Merger.”

Q:     DID THE PTAC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

A:     PTAC’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the merger. PTAC’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of PTAC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the merger. In addition, PTAC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of PTAC’s board of directors and advisors in valuing Porch’s business.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Class A Common Stock, you have the right to demand that PTAC redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of PTAC’s IPO, as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to PTAC to pay taxes) upon the closing of the transactions contemplated by the merger agreement (such rights, “redemption rights”).

Notwithstanding the foregoing, a holder of Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A Common Stock. Accordingly, all shares of Class A Common Stock in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

viii

Holders of the outstanding public warrants of PTAC do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal.

Under PTAC’s Existing Charter, the merger may be consummated only if PTAC has at least $5,000,001 of net tangible assets after giving effect to all holders of Class A Common Stock that properly demand redemption of their shares for cash.

Q:     WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/consent solicitation statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Class A Common Stock and no longer remain stockholders and the merger may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer shares of Class A Common Stock and public stockholders, the trading market for Class A Common Stock may be less liquid than the market for Class A Common Stock prior to the merger and PTAC may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Porch’s business will be reduced and the amount of working capital available to New Porch following the merger may be reduced. Your decision to exercise your redemption rights with respect to shares of Class A Common Stock will have no effect on public warrants of PTAC you may also hold.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     If you are a holder of Class A Common Stock and wish to exercise your redemption rights, you must demand that PTAC redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to PTAC’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the PTAC Special Meeting. Any holder of Class A Common Stock will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $173 million, or $10.04 per share, as of June 30, 2020). Such amount, including interest earned on the funds held in the Trust Account and not previously released to PTAC to pay its taxes, will be paid promptly upon consummation of the merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of PTAC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the PTAC Special Meeting. If you deliver your shares for redemption to PTAC’s transfer agent and later decide prior to the PTAC Special Meeting not to elect redemption, you may request that PTAC’s transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by PTAC’s transfer agent prior to the vote taken on the Business Combination Proposal at the PTAC Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the PTAC Special Meeting.

If a holder of Class A Common Stock properly makes a request for redemption and the shares of Class A Common Stock are delivered as described to PTAC’s transfer agent as described herein, then, if the merger is consummated, PTAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of Class A Common Stock for cash.

ix

For a discussion of the material U.S. federal income tax considerations for holders of Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of PTAC Public Shares” beginning on page 199.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

A:     The net proceeds of PTAC’s IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of PTAC’s IPO, were placed in the Trust Account immediately following PTAC’s IPO. After consummation of the merger, the funds in the Trust Account will be used to pay holders of the Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the merger (including aggregate fees of approximately $6,037,500 as deferred underwriting commissions related to PTAC’s IPO) and for Porch’s working capital and general corporate purposes, which may include future strategic transactions.

Q:     WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?

A:     If PTAC does not complete the merger with Porch for any reason, PTAC would search for another target business with which to complete a business combination. If PTAC does not complete the merger with Porch or another target business by May 26, 2021, PTAC must redeem 100% of the outstanding shares of Class A Common Stock, at a per-share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding shares of Class A Common Stock. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares (as defined herein) will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to PTAC’s outstanding warrants. Accordingly, such warrants will expire worthless.

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding shares of PTAC common stock. The Sponsor has agreed to vote any Founder Shares and any shares of Class A Common Stock held by it as of the PTAC record date, in favor of the proposals. See “Other Agreements — PTAC Letter Agreement.”

Q:     WHAT CONSTITUTES A QUORUM AT THE PTAC SPECIAL MEETING?

A:     A majority of the voting power of the issued and outstanding PTAC common stock entitled to vote at the PTAC Special Meeting as of the PTAC record date must be present virtually or by proxy, at the PTAC Special Meeting to constitute a quorum and in order to conduct business at the PTAC Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 20% of the issued and outstanding shares of Class A Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the PTAC Special Meeting has power to adjourn the PTAC Special Meeting. As of the PTAC record date,              shares of PTAC common stock would be required to achieve a quorum.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE PTAC SPECIAL MEETING?

A:     The Business Combination Proposal:    The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which quorum is present, is required to approve the Business Combination Proposal. PTAC stockholders must approve the Business Combination Proposal in order for the merger to occur. If PTAC stockholders fail to approve the Business Combination Proposal or the NASDAQ Proposal, or, unless otherwise waived by Porch and PTAC, the Charter Proposals, the Director Election Proposal or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. As further discussed in the section entitled “Other Agreements — PTAC Letter Agreement,” beginning on page 179 of this proxy statement/consent solicitation statement/prospectus, the Sponsor and PTAC’s officers and directors have entered into an agreement with PTAC (the “Letter Agreement”) pursuant to which the Sponsor and PTAC’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the PTAC common stock in favor of the Business Combination Proposal.

x

The Charter Proposals:    The affirmative vote of a majority of the votes cast by Class A Common Stock then outstanding, voting separately as a single class, and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class, is required to approve Proposals 2, 3, 4 and 7. The affirmative vote of a majority of the votes cast by holders of PTAC common stock, voting together as a single class at a meeting where a quorum is present, is required to approve Proposals 5, 6 and 8. The merger is conditioned upon the approval of the Charter Proposals, subject to the terms of the merger agreement. Notwithstanding the approval of the Charter Proposals, if the merger is not consummated for any reason, the actions contemplated by the Charter Proposals will not be effected.

The Director Election Proposal:    Approval of the election of each of the nine (9) directors nominated in the Director Election Proposal requires a plurality of the votes cast by holders of common stock at a meeting at which a quorum is present. The merger is conditioned upon the approval of the Director Election Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Director Election Proposal, if the merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The NASDAQ Proposal:    The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which quorum is present, is required to approve the NASDAQ Proposal. The merger is conditioned upon the approval of the NASDAQ Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the NASDAQ Proposal, if the merger is not consummated for any reason, the actions contemplated by the NASDAQ Proposal will not be effected.

The Incentive Plan Proposal:    The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which quorum is present, is required to approve the Incentive Plan Proposal. The merger is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Adjournment Proposal:    The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present, is required to approve the Adjournment Proposal. The merger is not conditioned upon the approval of the Adjournment Proposal.

Q:     DO ANY OF PTAC’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF PTAC STOCKHOLDERS?

A:     PTAC’s executive officers and certain non-employee directors may have interests in the merger that may be different from, or in addition to, the interests of PTAC stockholders generally. The PTAC board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement and the transactions contemplated thereby be approved by the stockholders of PTAC. See “The Merger — Interests of PTAC’s Directors and Officers in the Merger” beginning on page 159 of this proxy statement/consent solicitation statement/prospectus.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/consent solicitation statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the PTAC Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a stockholder of record of PTAC as of           , 2020, the PTAC record date, you may submit your proxy before the PTAC Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

xi

Stockholders who choose to participate in the PTAC Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/proptechacquisition/sm2020. You will need the control number that is printed on your proxy card to enter the PTAC Special Meeting. PTAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the special meeting in lieu of the 2020 annual meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the PTAC Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     WHEN AND WHERE IS THE PTAC SPECIAL MEETING?

A:     The PTAC Special Meeting of stockholders will be held on           , 2020, unless postponed or adjourned to a later date. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of PTAC’s stockholders and partners, the PTAC Special Meeting will be completely virtual. All PTAC stockholders as of the PTAC record date, or their duly appointed proxies, may attend the PTAC Special Meeting. Registration will begin at            Eastern Time.

Q:     HOW CAN PTAC’S STOCKHOLDERS ATTEND THE SPECIAL MEETING?

A:     As a registered shareholder, you received a Notice and Access instruction form or proxy card from Continental Stock Transfer & Trust Company (“CST”). Both forms contain instructions on how to attend the virtual PTAC Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual PTAC Special Meeting starting           , 2020 at            Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/proptechacquisition/sm2020, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. PTAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the special meeting in lieu of the 2020 annual meeting starts.

Beneficial investors, who own their investments through a bank or broker, will need to contact CST to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 877-770-3647 (toll-free) outside the U.S. and Canada +1 312-780-0854 (standard rates apply) when prompted enter the pin number 29902314#. This is listen-only, you will not be able to vote or enter questions during the meeting.

Q:     WHY IS THE SPECIAL MEETING A VIRTUAL MEETING?

A:     PTAC has decided to hold the PTAC Special Meeting virtually due to the COVID-19 pandemic; PTAC is sensitive to the public health and travel concerns of PTAC’s stockholders and employees and the protocols that federal, state and local governments may impose. PTAC believes that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

Q:     WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

A:     If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.

xii

Q:     IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to PTAC or by voting online at the PTAC Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of the NASDAQ, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NASDAQ determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the PTAC Special Meeting are “non-routine” matters.

If you are a PTAC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the NASDAQ Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The failure of your broker to vote will be the equivalent of a vote “AGAINST” Charter Proposal Numbers 2, 3, 4 and 7, but will have no effect on the vote count for such other proposals.

Q:     WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE PTAC SPECIAL MEETING?

A:     The record date for the PTAC Special Meeting will be earlier than the date of the consummation of the merger. If you transfer your shares of Class A Common Stock after the record date, but before the PTAC Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the PTAC Special Meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the merger in accordance with the provisions described herein. If you transfer your shares of Class A Common Stock prior to the PTAC record date, you will have no right to vote those shares at the PTAC Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     WHAT IF I ATTEND THE PTAC SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:     For purposes of the PTAC Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.

If you are a PTAC stockholder that attends the PTAC Special Meeting virtually and fails to vote on the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the NASDAQ Proposal, the Incentive Plan Proposal or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” Charter Proposal Number 2, 3, 4 and 7, but will have no effect on the vote count for such other proposals. If you are a PTAC stockholder that attends the PTAC Special Meeting virtually and you respond to such proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote “AGAINST” each proposal.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the PTAC stock represented by your proxy will be voted as recommended by the PTAC board of directors with respect to that proposal.

xiii

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the PTAC Special Meeting. You may do this in one of three ways:

•        filing a notice with the corporate secretary of PTAC;

•        mailing a new, subsequently dated proxy card; or

•        by attending the PTAC Special Meeting virtually and electing to vote your shares online.

If you are a stockholder of record of PTAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to PropTech Acquisition Corporation, 3415 N. Pines Way, Suite 204 Wilson, WY 83014, and it must be received at any time before the vote is taken at the PTAC Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on           , 2020, or by voting online at the PTAC Special Meeting. Simply attending the PTAC Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of PTAC common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE PTAC SPECIAL MEETING?

A:     If you fail to take any action with respect to the PTAC Special Meeting and the merger is approved by stockholders and consummated, you will continue to be a stockholder of PTAC. Failure to take any action with respect to the PTAC Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the PTAC Special Meeting and the merger is not approved, you will continue to be a stockholder of PTAC while PTAC searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Stockholders may receive more than one (1) set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one (1) name, you will receive more than one (1) proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, the proxy solicitation agent for PTAC, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at PTAC.info@investor.morrowsodali.com.

QUESTIONS AND ANSWERS ABOUT PORCH’S CONSENT SOLICITATION

Q:     WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR PORCH?

A:     Concurrent with the execution of the merger agreement, certain stockholders representing a majority of the then-outstanding shares of Porch preferred stock and a majority of the then-outstanding shares of Porch Series B Preferred Stock executed a written consent pursuant to which all of Porch’s issued and outstanding preferred stock will be converted into shares of Porch common stock immediately prior to the merger (the “Preferred Stock Conversion”) in accordance with fourth amended and restated certificate of incorporation of Porch (the “Porch charter”).

xiv

The holders representing a majority of the outstanding Porch common stock immediately after the Preferred Stock Conversion will be entitled to give consent using the form of written consent furnished with this proxy statement/consent solicitation statement/statement. The written consents solicited via this proxy statement/consent solicitation statement/prospectus will become effective following the Preferred Stock Conversion.

Q:     WHAT APPROVAL IS REQUIRED BY PORCH STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?

A:     The merger cannot be completed unless stockholders of Porch adopt the merger agreement and thereby approve the merger and the other transactions contemplated by the merger agreement. Adoption of the merger agreement requires the approval of the written consent of the holders of a majority of the outstanding shares of Porch common stock entitled to vote (including common stock issuable upon conversion of Porch preferred stock). Concurrent with the execution of the merger agreement, certain holders representing a majority of the Porch preferred stock and the Porch Series B Preferred Stock (determined on an as-converted basis) executed a written consent pursuant to which all of Porch’s issued and outstanding preferred stock will be converted immediately prior to the merger into shares of Porch common stock in accordance with the Porch charter. The Porch Seed Preferred Stock, Porch Series A Preferred Stock, Porch Series A-1 Preferred Stock, Porch Series A-2 Preferred Stock and Porch Series C Preferred Stock will be converted to Porch common stock on a one-to-one basis. The Porch Series B Preferred Stock will be converted to Porch common stock at an exchange ratio of approximately 1.0035:1. The written consents solicited via this proxy statement/consent solicitation statement/prospectus will become effective upon such conversion of the Porch preferred stock. As of the close of business on             , 2020, there were approximately              shares of Porch common stock (including the shares of Porch preferred stock on an as-converted basis) outstanding and entitled to vote.

Also concurrent with the execution of the merger agreement, certain holders representing a majority of each of the Porch preferred stock, the Series B Preferred Stock and the Porch common stock (determined on an as-converted basis) (“supporting holders”) entered into support agreements (the “support agreements”) with PTAC. Under the support agreements, the supporting holders agreed, among other things, to execute and deliver a written consent with respect to the outstanding shares of Porch common stock held by the supporting holders (after the conversion of Porch’s preferred stock into common stock described above), which represent approximately 67.7% of the outstanding voting power of Porch common stock (determined on an as-converted basis), adopting the merger agreement and approving the merger, subject to certain exceptions. For a more detailed description of the support agreement, see the section titled “Other Agreements — Support Agreements” beginning on page 179 of this proxy statement/consent solicitation statement/prospectus.

Q:     DO ANY OF PORCH’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF PORCH STOCKHOLDERS?

A:     Porch’s executive officers and certain non-employee directors may have interests in the merger that may be different from, or in addition to, the interests of Porch stockholders generally. The Porch board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the merger agreement be approved by the stockholders of Porch. See “The Merger — Interests of Porch Directors and Executive Officers in the Merger” beginning on page 160 of this proxy statement/consent solicitation statement/prospectus.

Q:     I AM AN EMPLOYEE OF PORCH WHO HOLDS EQUITY AWARDS OF PORCH. HOW WILL MY EQUITY AWARDS BE TREATED IN THE MERGER?

A:     As of the effective time of the merger, each outstanding option of Porch (whether vested or unvested) (a “Porch Option”) that you hold will convert into an option to receive a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such option immediately prior to such conversion, multiplied by (a) (i) the aggregate value of the consideration to be allocated to holders of Porch common stock at the effective time divided by (ii) the aggregate number of shares of Porch common stock entitled to receive merger consideration, divided by (b) the Reference Price (such ratio, the “Exchange Ratio”), rounded down to the nearest whole share, and at an exercise price per share of New Porch common stock equal to the exercise price per share of Porch common stock subject to such option divided by the Exchange Ratio, rounded up to the nearest whole cent.

xv

If you hold restricted stock units of Porch (“Porch RSUs”), each Porch RSU will, as of the effective time of the merger, convert into the right to receive an award of restricted stock units denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share.

If you hold restricted shares of Porch (“Porch Restricted Shares”), each Porch Restricted Share will convert into the right to receive an award of restricted shares denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch Restricted Share multiplied by the Exchange Ratio, rounded down to the nearest whole share.

If you hold a Porch Option, Porch RSUs and/or Porch Restricted Shares and you remain an active employee of Porch through the effective time, you will receive an allocation of Earnout Shares (as defined below).

Q:     HOW CAN I RETURN MY WRITTEN CONSENT?

A:     If you hold shares of Porch common stock and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Porch. Once you have completed, dated and signed your written consent, deliver it to Porch by emailing a .pdf copy of your written consent to legal@porch.com or by mailing your written consent to Porch at 2200 1st Avenue South, Suite 300, Seattle, Washington 98134, Attention: Paul Swegle. Porch does not intend to hold a stockholders’ meeting to consider the Business Combination Proposal, and, unless Porch decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person or virtually by attending a stockholders’ meeting.

Q:     WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

A:     The Porch board of directors has set          Eastern Time, on         , 2020 as the targeted final date for the receipt of written consents (the “target date”). The target date is the date on which Porch expects to receive the written consents of the supporting holders under the support agreements. Porch reserves the right to extend the final date for the receipt of written consents beyond               , 2020. Any such extension may be made without notice to Porch stockholders. Once a sufficient number of consents to adopt the merger agreement have been received, the consent solicitation will conclude.

Q:     WHAT OPTIONS DO I HAVE WITH RESPECT TO THE PROPOSED MERGER?

A:     With respect to the shares of Porch common stock and preferred stock that you hold, you may execute a written consent to approve the Business Combination Proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination Proposal. You may also dissent and demand appraisal of your shares. See “— Can I Dissent and Require Appraisal of My Shares?

Q:     CAN I DISSENT AND REQUIRE APPRAISAL OF MY SHARES?

A:     If you are a Porch stockholder who does not approve the merger by delivering a written consent adopting the merger agreement, you will, by complying with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), be entitled to appraisal rights. Section 262 of the DGCL is attached to this proxy statement/consent solicitation statement/prospectus as Annex D. Failure to follow any of the statutory procedures set forth in Annex D may result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Porch after receiving a notice that appraisal rights are available to you, which notice will be sent to non-consenting Porch stockholders in the future. This proxy statement/consent solicitation statement/prospectus is not intended to constitute such a notice. Do not send in your demand before the date of such notice because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights. See the section titled “Appraisal Rights” beginning on page 231 of this proxy statement/consent solicitation statement/prospectus.

xvi

Q:     WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO PORCH STOCKHOLDERS?

A:     The parties intend for the merger to be treated as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”). The obligations of Porch and PTAC to complete the merger are not conditioned on the receipt of opinions from Sidley Austin LLP or Kirkland & Ellis LLP to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes and the merger will occur even if it does not so qualify. Neither Sidley Austin LLP nor Kirkland & Ellis LLP have been requested or intend to deliver any such opinion.

Neither Porch nor PTAC has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. If the merger failed to qualify as a “reorganization” under Section 368(a) of the Code, U.S. Holders (as defined below) of Porch common stock who receive shares of Class A Common Stock and cash consideration in exchange for shares of Porch common stock would be treated as if they sold their shares of Porch common stock in a fully taxable transaction.

Assuming the merger qualifies as a “reorganization,” U.S. Holders of Porch common stock who receive shares of Class A Common Stock and cash consideration in exchange for shares of Porch common stock will recognize gain (but not loss) on the exchange with respect to the shares of Porch common stock equal to the amount of cash consideration that such holder receives (excluding any cash received instead of a fractional share of Class A Common Stock), limited, however, by such holder’s total gain realized. The gain realized by a U.S. Holder on the exchange of shares of Porch common stock for shares of Class A Common Stock and cash in the Merger will be the excess (if any) of (A) (i) the sum of the fair market value of the shares of Class A Common Stock received plus (ii) the cash consideration received (excluding any cash received instead of a fractional share of Class A Common Stock), over (B) such holder’s adjusted tax basis in the shares of Porch common stock surrendered.

For additional information, please read the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 196. The tax consequences of the merger will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the merger in your particular circumstance, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Q:     SHOULD PORCH STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:     No. Porch stockholders SHOULD NOT send in any stock certificates now. If the merger agreement is adopted and the merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Porch stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE CONSENT SOLICITATION?

A:     If you have any questions about the merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact Paul Swegle at legal@porch.com.

xvii

SUMMARY

This summary highlights selected information included in this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger and the Merger Agreement (pages 142 and 164)

The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/consent solicitation statement/prospectus. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

If the merger agreement is approved and adopted and the merger is subsequently completed, Merger Sub will merge with and into Porch, with Porch surviving the merger as a wholly owned subsidiary of PTAC.

Merger Consideration (page 164)

Immediately prior to the effective time, each share of Porch preferred stock issued and outstanding will be converted into a number of shares of Porch common stock in accordance with the fourth amended and restated certificate of incorporation of Porch (the “Porch charter”).

At the effective time of the merger, each outstanding share of Porch common stock, including common stock held by prior owners of Porch preferred stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares) and each outstanding In-The-Money Warrant will be cancelled and converted into the right to receive a pro rata portion of (i) cash consideration of up to $30 million, as determined pursuant to the Cash Consideration Adjustment, (ii) a number of shares of New Porch common stock equal to (a) $471.5 million, net of adjustments for Porch’s net working capital, indebtedness, debt-like items and cash on hand and certain transaction expenses minus the aggregate amount of cash paid in clause (i) divided by (b) the Reference Price. Additionally, holders of the outstanding shares of Porch common stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Porch held by active employees of Porch will receive on a pro rata basis a portion of 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the merger. The shares of New Porch common stock to be issued in the merger are referred to collectively as the “merger consideration.”

Recommendation of the Porch Board of Directors (page 154)

After consideration, the Porch board of directors adopted resolutions determining that the merger agreement, the merger contemplated by the merger agreement and the other transactions contemplated by the merger agreement were advisable, fair to and in the best interests of Porch and its stockholders, adopting and approving the merger agreement and the transactions contemplated thereby, including the merger and directing that the merger agreement be submitted to the holders of Porch common stock and preferred stock for consideration. The Porch board of directors recommends that Porch stockholders adopt the merger agreement by submitting a written consent and thereby approve the merger and the transactions contemplated by the merger agreement by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

For a description of various factors considered by the Porch board of directors in reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, see the section titled “The Merger — Recommendation of the Porch Board of Directors and Reasons for the Merger” beginning on page 154.

Recommendation of the PTAC Board of Directors (page 157)

The PTAC board of directors has unanimously determined that the merger, on the terms and conditions set forth in the merger agreement, is advisable and in the best interests of PTAC and its stockholders and has directed that the proposals set forth in this proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the PTAC Special Meeting on the date and at the time and place set forth in this proxy

1

statement/consent solicitation statement/prospectus. The PTAC board of directors unanimously recommends that PTAC’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the election of each of the nine (9) directors nominated in the Director Election Proposal, “FOR” the NASDAQ Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger — Recommendation of the PTAC Board of Directors and Reasons for the Merger” beginning on page 157.

Porch Solicitation of Written Consents (page 60)

Consents; Required Consents

Written consents from the holders of at least a majority of the voting power of the outstanding shares of Porch common stock (including preferred stock on an as converted basis) entitled to vote are required to adopt the Business Combination Proposal.

Concurrent with the execution of the merger agreement, certain holders representing a majority of the Porch preferred stock and the Porch Series B Preferred Stock (determined on an as-converted basis) executed a written consent pursuant to which all of Porch’s issued and outstanding preferred stock will be converted immediately prior to the merger into shares of Porch common stock in accordance with the Porch charter. The Porch Seed Preferred Stock, Porch Series A Preferred Stock, Porch Series A-1 Preferred Stock, Porch Series A-2 Preferred Stock and Porch Series C Preferred Stock will be converted to Porch common stock on a one-to-one basis. The Porch Series B Preferred Stock will be converted to Porch common stock at an exchange ratio of approximately 1.0035:1. The written consents solicited via this proxy statement/consent solicitation statement/prospectus will become effective upon such conversion of the Porch preferred stock.

Also concurrent with the execution of the merger agreement, those same supporting holders (determined on an as-converted basis) entered into support agreements with PTAC. Under the support agreements, the supporting holders agreed, among other things, to execute and deliver a written consent with respect to the outstanding shares of Porch common stock held by the supporting holders (after the conversion of Porch’s preferred stock into common stock in accordance with the Porch charter), which represent approximately 67.7% of the outstanding voting power of Porch common stock (determined on an as-converted basis), adopting the merger agreement and approving the merger, subject to certain exceptions. For a more detailed description of the support agreement, see the section titled “Other Agreements — Support Agreements” beginning on page 179 of this proxy statement/consent solicitation statement/prospectus.

Submission of Consents

You may consent to the Business Combination Proposal and the ancillary agreements with respect to your shares of Porch common stock or with respect to the shares of Porch common stock that will be issued to you upon the conversion of your preferred stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Porch.

If you hold shares of Porch common stock or preferred stock and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Porch. Once you have completed, dated and signed the written consent, you may deliver it to Porch by emailing a .pdf copy to legal@porch.com or by mailing it to Porch at Porch.com, Inc. 2200 1st Avenue South, Suite 300, Seattle, Washington 98134, Attention: Paul Swegle.

Executing Consents

You may execute a written consent to approve of the Business Combination Proposal. A written consent to approve the Business Combination Proposal is equivalent to a vote for such proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination Proposal.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials to Porch stockholders is being borne by Porch. Officers and employees of Porch may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

2

PTAC Special Meeting of Stockholders (page 74)

The special meeting in lieu of the 2020 annual meeting of PTAC stockholders (the “PTAC Special Meeting”) will be held on           , 2020, at            Eastern Time, via a virtual meeting. At the PTAC Special Meeting, PTAC stockholders will be asked to approve the Business Combination Proposal, the Charter Proposal, the Director Election Proposal the NASDAQ Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary).

The PTAC board of directors has fixed the close of business on           , 2020 (“PTAC record date”) as the record date for determining the holders of PTAC common stock entitled to receive notice of and to vote at the PTAC Special Meeting. As of the PTAC record date, there were            shares of Class A Common Stock and 4,312,500 shares of Class B Common Stock outstanding and entitled to vote at the PTAC Special Meeting held by holders of record. Each share of PTAC common stock entitles the holder to one (1) vote at the PTAC Special Meeting on each proposal to be considered at the PTAC Special Meeting. As of the PTAC record date, the Sponsor and PTAC’s directors and executive officers and their affiliates owned and were entitled to vote 4,312,500 shares of PTAC common stock, representing approximately 20% of the shares of PTAC common stock outstanding on that date. PTAC currently expects that the Sponsor and its directors and officers will vote their shares in favor of the proposals set forth in this proxy statement/consent solicitation statement/prospectus, and, pursuant to an agreement entered into in connection with PTAC’s IPO, the Sponsor and PTAC’s directors have agreed to do so. As of the PTAC record date, Porch did not beneficially hold any shares of PTAC common stock.

A majority of the voting power of the issued and outstanding PTAC common stock entitled to vote at the PTAC Special Meeting must be present, online or represented by proxy, at the PTAC Special Meeting to constitute a quorum and in order to conduct business at the PTAC Special Meeting.

Approval of the Business Combination Proposal, Charter Proposal Numbers 5, 6 and 8, the NASDAQ Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of PTAC common stock, voting together as a single class at a meeting at which a quorum is present. Approval of Charter Proposal Numbers 2, 3, 4 and 7 requires the affirmative vote of a majority of the votes cast by holders of a majority of the Class A Common Stock then outstanding, voting separately as a single class and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. Approval of the election of each of the nine (9) directors nominated in the Director Election Proposal requires a plurality of the votes cast by holders of common stock at a meeting at which a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of PTAC common stock, voting separately as a single class, regardless of whether a quorum is present. The PTAC board of directors has already approved each of the proposals.

If PTAC stockholders fail to approve the Business Combination Proposal or the NASDAQ Proposal or, unless otherwise waived by Porch and PTAC in accordance with the merger agreement, the Charter Proposals, the Director Election Proposal or the Incentive Plan Proposal, the merger will not occur. The Charter Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Porch’s Directors and Executive Officers Have Financial Interests in the Merger (page 160)

Certain of Porch’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of Porch’s stockholders. The members of the Porch board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the merger agreement and recommended that Porch stockholders approve the Business Combination Proposal. See “The Merger — Interests of Porch Directors and Executive Officers in the Merger” beginning on page 160.

PTAC’s Directors and Executive Officers Have Financial Interests in the Merger (page 159)

Certain of PTAC’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of PTAC’s stockholders. The members of the PTAC board of directors were aware of and considered these interests, among other matters, when they approved the merger agreement and recommended that PTAC stockholders approve the proposals required to effect the merger. See “The Merger — Interests of PTAC’s Directors and Officers in the Merger” beginning on page 159.

3

Treatment of Porch Equity Awards (page 166)

As of the effective time, the following will occur with respect to Porch equity awards:

•        each outstanding option of Porch (whether vested or unvested) (a “Porch Option”) whose holder is providing services to Porch immediately prior to the effective time will convert into an option to receive a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such option immediately prior to such conversion, multiplied by (a) (i) the aggregate value of the consideration to be allocated to holders of Porch common stock at the effective time divided by (ii) the aggregate number of shares of Porch common stock entitled to receive merger consideration, divided by (b) the Reference Price (such ratio, the “Exchange Ratio”), rounded down to the nearest whole share, and at an exercise price per share of New Porch common stock equal to the exercise price per share of Porch common stock subject to such option divided by the Exchange Ratio, rounded up to the nearest whole cent;

•        each Porch Option that is outstanding at such time and held by a Pre-Closing Holder who is not then providing services to Porch will be converted into a number of Porch common stock equal to the number of shares of Porch common stock subject to such option immediately prior to the effective time, to the extent vested and exercisable, minus (a) the number of shares of Porch common stock equal to the aggregate exercise price of such option and applicable withholding taxes payable upon the exercise thereof multiplied by (b) (i) the aggregate value of the consideration to be allocated to holders of Porch common stock at the effective time divided by (ii) the aggregate number of shares of Porch common stock entitled to receive merger consideration, rounded down to the nearest whole share;

•        each outstanding restricted stock unit of Porch (a “Porch RSU”) will convert into the right to receive an award of restricted stock units denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share;

•        each outstanding restricted share of Porch (a “Porch Restricted Share”) will convert into the right to receive an award of restricted shares denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch Restricted Share multiplied by the Exchange Ratio, rounded down to the nearest whole share; and

•        each active employee of Porch who is a Pre-Closing Holder who holds a Porch Option, Porch RSUs and/or Porch Restricted Shares will receive such holder’s allocation of the Earnout Shares (as defined below).

See “The Merger Agreement — Treatment of Porch Equity Awards.”

Regulatory Approval Required for the Merger (page 161)

Completion of the merger is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). PTAC agreed to use its reasonable best efforts to obtain all required regulatory approval and Porch agreed to request early termination of any waiting period under the HSR Act. Early termination of the waiting period under the HSR Act was obtained, effective as of August 26, 2020, and notice of the same was subsequently posted to the Federal Trade Commission (the “FTC”) website. The regulatory approval to which completion of the merger is subject is described in more detail in the section of this proxy statement/consent solicitation statement/prospectus entitled “Regulatory Approval Required For The Merger” beginning on page 161.

Material United States Federal Income Tax Consequences of the Merger (page 196)

Porch and PTAC intend the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, then a U.S. holder of Porch common stock (including the shares of Porch common stock resulting from the conversion of Porch preferred stock described below) generally will recognize gain (but not loss) on the exchange with respect to the shares of Porch common stock equal to the amount of cash consideration that such holder receives (excluding any cash received instead of a fractional share of Class A Common Stock), limited, however, by such holder’s total gain realized. The gain realized by a U.S. holder on the exchange of shares of Porch common stock for shares of Class A Common Stock and cash in the Merger will be

4

the excess (if any) of (A) (i) the sum of the fair market value of the shares of Class A Common Stock received plus (ii) the cash consideration received (excluding any cash received instead of a fractional share of Class A Common Stock), over (B) such holder’s adjusted tax basis in the shares of Porch common stock surrendered.

The tax consequences of the transactions to each Porch stockholder may depend on such holder’s particular facts and circumstances. Porch stockholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences” beginning on page 196.

Appraisal Rights (page 231)

Under Section 262 of the Delaware General Corporations Law (the “DGCL”), holders of shares of Porch common stock who do not consent to the adoption of the merger agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” Porch stockholders considering seeking appraisal should be aware that the “fair value” of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Any holder of shares of Porch common stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder’s shares to Porch (as the surviving corporation in the merger), and that stockholder must not submit a written consent approving the adoption of the merger agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” beginning on page 231 and Section 262 of the DGCL attached to this proxy statement/consent solicitation statement/prospectus as Annex D.

Conditions to the Merger (page 180)

Conditions to Each Party’s Obligations

The respective obligations of each of Porch and PTAC to complete the merger are subject to the satisfaction of the following conditions:

•        the applicable waiting period or consent under the HSR Act in respect of the transactions contemplated by the merger agreement shall have expired, been terminated or obtained;

•        there shall not have be in effect any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by the merger agreement and the ancillary documents thereto;

•        the registration statement of which this proxy statement/consent solicitation statement/prospectus forms a part shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”), and shall not be the subject of any stop order or proceedings seeking a stop order or threat thereof from the SEC;

•        the New Porch common stock to be issued in connection with the merger shall be listed on the NASDAQ at closing, subject only to official notice of issuance thereof;

•        the approval by PTAC stockholders of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the NASDAQ Proposal and the Incentive Plan Proposal shall have been obtained in accordance with the DGCL, the requisite organizational documents and the rules and regulations of the NASDAQ and remain in effect;

•        the approval by the Porch stockholders of the merger agreement and the ancillary documents shall have been obtained and remain in effect; and

•        the approval by PTAC (as sole stockholder of Merger Sub) of the merger agreement shall have been obtained and remain in effect.

5

Conditions to Obligations of PTAC

The obligation of PTAC to complete the merger is also subject to the satisfaction, or waiver by Porch, of the following conditions:

•        the accuracy of the representations and warranties of Porch as of the date of the merger agreement and as of the closing date of the merger in all material respects;

•        each of the covenants of Porch to be performed or complied with as of or prior to the closing shall have been performed or complied with in all material respects;

•        no material adverse effect with respect to Porch shall have occurred which is continuing and uncured;

•        the receipt of a certificate signed by an officer of Porch certifying that the three preceding conditions have been satisfied;

•        the receipt of good standing certificates of Porch and its subsidiaries as of a date no later than 15 days prior to the closing date;

•        the receipt of a copy of the exchange agent agreement duly executed by Joe Hanauer, in his capacity as the representative of all Pre-Closing Holders (as defined in the Merger Agreement) (the “Holder Representative”) and the exchange agent;

•        the receipt of the written consent of the Porch stockholders, which shall remain in effect;

•        the receipt of the A&R RRA (as defined herein) duly executed by all of the Pre-Closing Holders party thereto; and

•        the conversion of the Porch preferred stock shall have occurred.

Conditions to Obligations of Porch

The obligation of Porch to complete the merger is also subject to the satisfaction or waiver by Porch of the following conditions:

•        the accuracy of the representations and warranties of PTAC as of the date of the merger agreement and as of the closing date of the merger in all material respects;

•        each of the covenants of PTAC to be performed or complied with as of or prior to the closing shall have been performed or complied with in all material respects;

•        the receipt of a certificate signed by an executive officer of PTAC certifying that the two preceding conditions have been satisfied;

•        the receipt of the investors rights agreement duly executed by PTAC and the Sponsor;

•        the receipt of a copy of the exchange agent agreement duly executed by PTAC, the Sponsor and the exchange agent;

•        the receipt of evidence that the Proposed Charter has been filed with the Secretary of State of Delaware;

•        the receipt of the A&R RRA (as defined herein) duly executed by PTAC and the Sponsor; and

•        the sum of the amount of cash proceeds to be distributed from the Trust Account plus the amount of cash proceeds from the PIPE Investment or additional third party financing shall be at least $100,000,000 (the “Minimum Cash Condition”).

No Solicitation (page 171)

Under the terms of the merger agreement, Porch has agreed not to (i) accept, initiate, respond to, encourage, entertain, solicit, negotiate, provide information with respect to or discuss other offers for the direct or indirect sale, merger, transfer, IPO, debt or equity refinancing or recapitalization of Porch (other than with respect to certain

6

financing transactions specifically permitted by the interim operating covenants), any of its subsidiaries or any of its securities, business, properties or assets, or other offers that would require Porch to abandon the transactions contemplated by the merger agreement (an “Acquisition Proposal”); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of Porch or its subsidiaries; or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing or seek to circumvent the prohibitions on engaging with an Acquisition Proposal.

Porch has agreed to promptly (and in any event within 48 hours of receipt) notify, in writing, PTAC of the receipt of any Acquisition Proposal of Porch or any of its subsidiaries of which Porch is aware, and to describe the terms and conditions of such Acquisition Proposal in reasonable detail to PTAC. Porch has also agreed to keep PTAC fully informed on a current basis of any modifications to such offer or information and to not (and cause its subsidiaries and their respective representatives not to) conduct any further discussion with, provide any information to, or enter any negotiations with such persons.

Porch agreed to immediately cease and cause to be terminated any discussions or negotiations with any persons other than PTAC and its representatives that may have been ongoing with respect to an Acquisition Proposal and has agreed, from the date of the merger agreement to the earlier of the merger or the termination of the merger agreement in accordance with its terms, not to (and to cause its subsidiaries and their respective representatives not to), directly or indirectly issue or execute an indication of interest, memorandum of understanding, a letter of intent, or any other similar agreement with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination other than with respect to the merger.

Termination (page 177)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after adoption of the merger agreement by Porch’s stockholders or approval of the proposals required to effect the merger by PTAC’s stockholders.

Mutual termination rights.

The merger agreement may be terminated and the transactions contemplated thereby abandoned:

•        by written consent of Porch and PTAC;

•        by written notice from either Porch or PTAC to the other if the closing has not occurred on or prior to January 31, 2021 for any reason other than delay and/or nonperformance of the party seeking such termination; and

•        by written notice from either Porch or PTAC to the other if a governmental authority has issued an order or taken an action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the merger agreement or any ancillary document and such order has become final and nonappealable.

Porch termination rights.

The merger agreement may be terminated and the transactions contemplated thereby abandoned prior to the closing, by written notice to PTAC from Porch if Porch is not in breach of the closing conditions applicable to it in the merger agreement and if the representations and warranties of PTAC are not true and correct or if PTAC has failed to perform any covenant or agreement to be performed by PTAC in such a way that the conditions to closing in the merger agreement would not be satisfied and such breach or breaches are not or cannot be cured before the earlier of 30 days after written notice is delivered to PTAC and January 31, 2021.

7

PTAC termination rights.

The merger agreement may be terminated and the transactions contemplated thereby abandoned:

•        prior to the closing, by written notice to Porch from PTAC if PTAC is not in breach of the closing conditions applicable to it in the merger agreement and if the representations and warranties of Porch are not true and correct or if Porch has failed to perform any covenant or agreement to be performed by Porch in such a way that the conditions to closing in the merger agreement would not be satisfied and such breach or breaches are not or cannot be cured before the earlier of 30 days after written notice is delivered to Porch and January 31, 2021; and

•        if the written consent of holders of Porch preferred stock relating to the conversion of Porch preferred stock into Porch common stock becomes no longer valid or is wholly or partially revoked or rescinded at any time.

PTAC Letter Agreement (page 179)

Pursuant to the terms of a letter agreement (the “Letter Agreement”) entered into with PTAC, the Sponsor and PTAC’s officers and directors have agreed to vote any Founder Shares held by them and any shares of Class A Common Stock purchased during or after PTAC’s IPO in favor of an initial business combination. The Sponsor, PTAC’s officers and directors and their permitted transferees own at least 20% of its outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the PTAC Special Meeting and the Letter Agreement may make it more likely that PTAC will consummate the merger. In addition, pursuant to the terms of the Letter Agreement, the Sponsor and PTAC’s officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and any shares of Class A Common Stock held by them in connection with the completion of a business combination. See “Other Agreements — PTAC Letter Agreement.”

Other Agreements (page 179)

Subscription Agreements

In connection with the execution of the merger agreement, each of PTAC and certain third-party investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Agreements”) pursuant to which the PIPE Investors have respectively subscribed for 15,000,000 newly-issued shares of Class A Common Stock to be issued at the closing of the merger. The obligations to consummate the subscriptions contemplated by the PIPE Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the merger as set forth in the PIPE Agreements.

Support Agreements

Concurrent with the execution of the merger agreement, certain holders representing a majority of each of the Porch preferred stock, the Series B Preferred Stock and the Porch common stock (determined on an as-converted basis) entered into support agreements with PTAC. Under the support agreements, the supporting holders agreed, among other things, to execute and deliver a written consent with respect to the outstanding shares of Porch common stock held by the supporting holders (after the conversion of Porch’s preferred stock into common stock in accordance with the Porch charter as amended), which represent approximately 67.7% of the outstanding voting power of Porch common stock (determined on an as-converted basis), adopting the merger agreement and approving the merger, subject to certain exceptions. See “Other Agreements — Support Agreements.”

Amended and Restated Registration Rights Agreement

In connection with the consummation of the merger, New Porch will enter into an amended and restated registration rights agreement (the “A&R RRA”) with PTAC, the Sponsor and certain other stockholders of New Porch, which will provide for customary “demand” and “piggyback” registration rights for certain stockholders. The A&R RRA will become effective upon the consummation of the merger. See “Other Agreements — Amended and Restated Registration Rights Agreement.”

8

Listing (page 187)

The Class A Common Stock is listed on the NASDAQ under the symbol “PTAC.” Following the merger, New Porch common stock (including common stock issuable in the merger) will be listed on the NASDAQ under the symbol “PRCH.”

Comparison of Stockholders’ Rights (page 203)

Following the merger, the rights of public holders who become New Porch stockholders in the merger will no longer be governed by PTAC’s Existing Charter and bylaws and instead will be governed by New Porch’s Proposed Charter and amended and restated bylaws. See “Comparison of Stockholders’ Rights” beginning on page 203.

Risk Factors (page 24)

You should consider all the information contained in this proxy statement/consent solicitation statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/consent solicitation statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 24.

Information about PTAC (page 80)

PTAC 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. Class A Common Stock, units and warrants are currently listed on the NASDAQ under the symbols “PTAC,” “PTACU,” and “PTACW,” respectively. The mailing address of PTAC’s principal executive office is 3415 N. Pines Way, Suite 204 Wilson, WY 83014 and the telephone number of PTAC’s principal executive office is (310) 954-9665.

Information about Porch (page 94)

Porch is a vertical software platform for the home, providing software and services to approximately 11,000 home services companies, such as home inspectors, moving companies, utility companies, warranty companies, and others. Porch helps these service providers grow their business and improve their customer experience. As a way to pay for the software and services, these companies connect their homebuyers to Porch, who in turn makes the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more.

Porch was formed as a corporation under the laws of the State of Delaware on December 22, 2011. Porch’s principal executive offices are located at Porch.com, Inc., 2200 1st Avenue South, Suite 300, Seattle, Washington 98134, and Porch’s telephone number is (855) 767-2400.

Summary of the Transactions

Set forth below is a summary of transactions that are contemplated to occur in connection with following the merger.

Conversion of Equity Interests

Immediately prior to the effective time:

•        each share of Porch preferred stock issued and outstanding will be converted into shares of Porch common stock in accordance with the Porch charter; and

•        each outstanding option of Porch whose holder is no longer providing services to Porch will be converted into a number of shares of Porch common stock equal to the number of shares of Porch common stock subject to such option immediately prior to the effective time, to the extent vested and exercisable, minus (a) the number of shares of Porch common stock equal to the aggregate exercise price of such option and applicable withholding taxes payable upon the exercise thereof multiplied by

9

(b) (i) the aggregate value of the consideration to be allocated to holders of Porch common stock at the effective time divided by (ii) the aggregate number of shares of Porch common stock entitled to receive merger consideration, rounded down to the nearest whole share.

In addition, as of the effective time:

•        each outstanding share of Porch common stock, including common stock held by prior owners of Porch preferred stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares) and each outstanding In-The-Money Warrant will be cancelled and converted into the right to receive a pro rata portion of (i) cash consideration of up to $30 million, as determined pursuant to the Cash Consideration Adjustment, (ii) a number of shares of New Porch common stock equal to (a) $471.5 million, net of adjustments for Porch’s net working capital, indebtedness, debt-like items and cash on hand and certain transaction expenses minus the aggregate amount of cash paid in clause (i) divided by (b) an amount equal to the amount of cash on deposit in PTAC’s trust account as of the close of business on two (2) business days prior to closing divided by the number of outstanding shares of Class A Common Stock (the amount in this clause (ii)(b) being referred to as the “Reference Price”). Additionally, holders of the outstanding shares of Porch common stock (other than shares owned by Porch as treasury stock, dissenting shares and restricted shares), the In-The-Money Warrants, and the outstanding options, restricted stock units and unvested restricted shares of Porch held by active employees of Porch will receive on a pro rata basis a portion of 5,000,000 restricted shares of New Porch common stock that will vest upon the achievement of certain earnout thresholds prior to the third anniversary of the closing of the merger and, for active employees only, if continuous employment requirements are satisfied;

•        each outstanding option of Porch (whether vested or unvested) whose holder is providing services to Porch immediately prior to the effective time will convert into an option to receive a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such option immediately prior to such conversion, multiplied by the Exchange Ratio, rounded down to the nearest whole share;

•        each outstanding Porch RSU will convert into the right to receive an award of restricted stock units denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share; and

•        each outstanding Porch Restricted Share will convert into the right to receive an award of restricted shares denominated in a number of shares of New Porch common stock equal to the number of shares of Porch common stock subject to such Porch Restricted Share multiplied by the Exchange Ratio, rounded down to the nearest whole share.

See “The Merger Agreement — Treatment of Porch Equity Awards.”

We refer these transactions, together with the merger and the other transactions contemplated by the merger agreement as the “merger transactions.”

PIPE Investment

Contemporaneously with the execution and delivery of the merger agreement, PTAC and the PIPE Investors entered into the PIPE Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”), on the terms and subject to the conditions of the PIPE Agreements, to subscribe for and purchase 15,000,000 shares of PTAC common stock from PTAC for consideration in an aggregate amount of $150 million (such amount the “PIPE Investment Amount”). For more information, see “PTAC Proposals — Proposal No. 10 — The NASDAQ Proposal.”

10

Organizational Structure

The following diagrams illustrate, in a simplified form, the ownership structure of Porch and PTAC as of the date of this proxy statement/consent solicitation statement/prospectus.

PTAC

PORCH

__________

(1)      Porch has a widely dispersed shareholder base and, according to data reported by Porch, as of July 2020, has approximately 800 shareholders and option holders. According to data provided by Porch as of July 30, 2020, Porch’s largest shareholder is its co-founder and CEO, Matthew Ehrlichman, who (together with his affiliates) holds approximately 38.24% of Porch’s shares (on a fully diluted basis). No other shareholder holds more than approximately 7.17% (VPI Equity Holdings, LLC). Additionally, Porch’s capitalization is broken up into: (i) common stock (representing approximately 22.77% of Porch’s shares on a fully diluted basis and 39.48% held by West Equities, LLC, an affiliate of Mr. Ehrlichman, with the remainder held by several hundred holders), (ii) Series A, Series A-1 and Series A-2 preferred stock (collectively representing

11

approximately 16.30% of Porch’s shares on a fully diluted basis and 70.00% held by Mr. Ehrlichman and his affiliates, with the remainder held by 49 other shareholders), (iii) Series B preferred stock (representing approximately 12.29% of Porch’s shares on a fully diluted basis and 41.50% held by VPI Equity Holdings, LLC, with the remainder held by 41 shareholders), (iv) Series C preferred stock (representing approximately 7.36% of Porch’s shares on a fully diluted basis and 18.40% held by Cinch Home Services, Inc., with the remainder held by 24 shareholders) and (v) Series Seed preferred stock (representing approximately 13.50% of Porch’s shares on a fully diluted basis and approximately 33.46% held by West Equities, LLC, with the remainder held by 34 shareholders). There are also warrants, convertible debt, options and restricted common stock (accounting for the remainder of the fully diluted shares).

(2)      Certain subsidiaries of Porch omitted.

The following diagram illustrates, in a simplified form, the ownership structure of New Porch immediately following consummation of the merger, assuming that no shares of Class A Common Stock are redeemed. See “— Ownership of New Porch.”

____________

(1)      Subsidiaries of Porch omitted.

Ownership of New Porch

As of the date of this proxy statement/consent solicitation statement/prospectus, there are              shares of PTAC common stock issued and outstanding, including 4,312,500 shares of Class B Common Stock, which will be converted into shares of Class A Common Stock on a one-for-one basis. As of the date of this proxy statement/consent solicitation statement/prospectus, there are an aggregate of 8,625,000 public warrants and 5,700,000 private placement warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the merger and assuming no redemptions), assuming that each outstanding warrant is exercised and one (1) Class A Common Stock is issued as a result of such exercise, the PTAC fully-diluted stock capital would be              shares of common stock.

12

The following table illustrates varying beneficial ownership levels in New Porch immediately following the consummation of the transactions assuming the levels of redemptions by the public stockholders indicated:

 

Share Ownership in
New Porch
(1)

       
   

No
Redemptions
(2)

 

Maximum Possible
Redemption
(3)

   

Number of
Shares

 

Percentage of
Outstanding
Shares

 

Number of
Shares

 

Percentage of
Outstanding
Shares

   

(in millions)

     

(in millions)

   

Former equityholders of Porch

 

46.1

 

54.6

%

 

48.1

 

69.6

%

PTAC’s public stockholders

 

17.3

 

20.4

%

 

 

 

Holders of PTAC’s Class B Common Stock

 

4.3

 

5.1

%

 

4.3

 

6.1

%

PIPE Investors

 

15.0

 

17.8

%

 

15.0

 

21.7

%

Other(4)

 

1.7

 

2.0

%

 

1.7

 

2.5

%

____________

(1)      Percentages may not sum to 100% due to rounding. Figures and percentages do not give effect to the shares reserved for issuance under the Incentive Plan. See “Proposal No. 11 — The Incentive Plan Proposal” for additional information. See “Basis of Presentation and Glossary” for additional information with respect to assumptions underlying New Porch share calculations and ownership percentages.

(2)      This scenario assumes that no shares of Class A Common Stock are redeemed.

(3)      This scenario assumes that 17,250,000 shares of Class A Common Stock are redeemed for an aggregate payment of approximately $173 million from the Trust Account, which is the maximum amount of redemptions that would satisfy PTAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.

(4)      Consists of $17.4 million advisory fee payable in New Porch common stock to Financial Technology Partners, LP, financial advisor to Porch, 150,000 shares of which will vest upon the achievement of the same share price thresholds that apply to the Earnout Shares issuable to Pre-Closing Holders in the merger.

13

SUMMARY HISTORICAL FINANCIAL INFORMATION OF PTAC

The following table sets forth summary historical financial information derived from PTAC’s (i) unaudited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus for and as of the six (6) months ended June 30, 2020 and (ii) audited financial statements as of December 31, 2019 and for the period from July 31, 2019 (inception) through December 31, 2019. You should read the following summary financial information in conjunction with the section entitled “PTAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and PTAC’s financial statements and related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through June 30, 2020 were organizational activities and those necessary to complete our IPO and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the completion of the merger.

 

For the
period from
July 31, 2019 (inception)
through
December 31,
2019

 

For the
six months

ended
June 30,
202
0

Statements of Operations Data:

 

 

 

 

 

 

 

 

Net income

 

$

32,110

 

 

$

365,675

 

Weighted average shares outstanding of Class A Common Stock

 

 

17,250,000

 

 

 

17,250,000

 

Basic and diluted net income per share, Class A

 

$

0.01

 

 

$

0.04

 

   

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(282,841

)

 

 

(874,745

)

Net cash provided by (used in) investing activities

 

 

(172,500,000

)

 

 

528,711

 

Net cash provided by financing activities

 

 

174,195,742

 

 

 

 

 

December 31,
2019

 

June 30,
2020

Balance Sheets Data (end of period):

 

 

   

 

 

Total current assets

 

$

1,630,467

 

$

1,424,843

Investments held in Trust Account

 

 

172,738,705

 

 

173,210,276

Total assets

 

$

174,369,172

 

 

174,635,119

Total liabilities

 

 

6,208,320

 

 

6,108,592

Class A Common Stock, 0.0001 par value; 100,000,000 shares authorized; 933,915 issued and outstanding (excluding 16,316,085 shares subject to possible redemption)

 

 

93

 

 

90

Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding

 

 

431

 

 

431

Commitments

 

 

163,160,850

 

 

163,526,520

Total stockholders’ equity

 

 

5,000,002

 

 

5,000,007

Total liabilities and stockholders’ equity

 

$

174,369,172

 

$

174,635,119

14

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA FOR PORCH

The summary historical consolidated financial information and other data for Porch presented below for the years ended December 31, 2018 and 2019, and the summary consolidated balance sheet and other data as of December 31, 2019 have been derived from Porch’s audited consolidated financial statements included in this proxy statement/consent solicitation statement/prospectus.

The summary historical consolidated financial information presented below as of June 30, 2020 and for the six month period ended June 30, 2019 have been derived from Porch’s unaudited condensed consolidated financial statements included in this proxy statement/consent solicitation statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with Porch’s audited consolidated financial statements. In the opinion of Porch’s management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The summary information in the following tables should be read in conjunction with “Selected Historical Consolidated Financial Information of Porch,” “Porch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Porch’s consolidated financial statements and related notes thereto included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

Year Ended
December 31,

 

Six Months Ended
June 30,

   

2019

 

2018

 

2020

 

2019

   

(in thousands)

           

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

77,595

 

 

$

54,137

 

 

$

32,196

 

 

$

37,556

 

Total costs and expenses

 

 

(165,717

)

 

 

(103,394

)

 

 

(50,561

)

 

 

(102,042

)

Loss from operations

 

 

(88,122

)

 

 

(49,257

)

 

 

(18,365

)

 

 

(64,486

)

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(7,134

)

 

 

(3,706

)

 

 

(6,377

)

 

 

(2,874

)

Other income (expense)

 

 

(7,967

)

 

 

2,488

 

 

 

141

 

 

 

(479

)

Loss from operations before income taxes

 

 

(103,223

)

 

 

(50,475

)

 

 

(24,601

)

 

 

(67,839

)

Income tax expense (benefit)

 

 

96

 

 

 

(558

)

 

 

24

 

 

 

44

 

Net loss

 

$

(103,319

)

 

$

(49,917

)

 

$

(24,625

)

 

$

(67,883

)

 

As of
December 31,

 

As of
June 30,
2020

   

2019

 

2018

 
   

(in thousands)

       

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,179

 

 

$

4,236

 

 

$

3,867

 

Working capital deficit

 

 

(47,288

)

 

 

(65,494

)

 

 

(59,128

)

Adjusted working capital deficit (excluding cash and capital/finance lease obligation)

 

 

(51,467

)

 

 

(69,730

)

 

 

(62,995

)

Total assets

 

 

48,468

 

 

 

56,596

 

 

 

46,359

 

Total debt

 

 

61,120

 

 

 

58,484

 

 

 

63,195

 

Total stockholders’ deficit

 

 

216,253

 

 

 

149,842

 

 

 

239,760

 

 

As of
December 31,

 

As of
June 30,
2020

   

2019

 

2018

 
   

(in thousands)

       

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(29,335

)

 

$

(30,520

)

 

$

(9,742

)

Net cash (used in) provided by investing activities

 

 

(5,208

)

 

 

(7,549

)

 

 

(1,633

)

Net cash provided by financing activities

 

 

34,486

 

 

 

35,749

 

 

 

11,063

 

15

SUMMARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the merger and the other transactions contemplated by the merger agreement described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PTAC will be treated as the “acquired” company for accounting purposes and the business combination will be treated as the equivalent of Porch issuing stock for the net assets of PTAC, accompanied by a recapitalization. The net assets of PTAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2020 gives pro forma effect to the merger and the other transactions contemplated by the merger agreement as if they had occurred on June 30, 2020. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2020 and year ended December 31, 2019 give pro forma effect to the merger and the other transactions contemplated by the merger agreement as if they had occurred on January 1, 2019.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/consent solicitation statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of PTAC and Porch and related notes included in this proxy statement/consent solicitation statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger and the other transactions contemplated by the merger agreement been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the merger and the other transactions contemplated by the merger agreement, assuming three redemption scenarios as follows:

•        Assuming No Redemption:    This scenario assumes that no shares of Class A Common Stock are redeemed; and

•        Assuming Maximum Possible Redemption:    This scenario assumes that 17,250,000 shares of Class A Common Stock are redeemed for an aggregate payment of approximately $173 million from the Trust Account, which is the maximum amount of redemptions that would satisfy PTAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.

16

 

Unaudited Combined Pro Forma

   

Pro Forma
Combined
(Assuming No
Redemption)

 

Pro Forma
Combined
(Assuming
Maximum
Possible
Redemption)

   

(in thousands, except share and
per share data)

Summary Unaudited Pro Forma Condensed Combined

 

 

 

 

 

 

 

 

Statement of Operations Data

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020