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                              September 26, 2022

       Thomas D. Hennessy
       Chairman of the Board, Co-Chief Executive Officer, and President
       PROPTECH INVESTMENT CORP. II
       3415 N. Pines Way, Suite 204
       Wilson, WY 83014

                                                        Re: PROPTECH INVESTMENT
CORP. II
                                                            Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed September 19,
2022
                                                            File No. 001-39758

       Dear Mr. Hennessy:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 2 to Proxy Statement on Schedule 14A filed September 19,
2022

       Questions and Answers about the Business Combination and the Special
Meeting, page xii

   1.                                                   We note your response
to comment 2 and partially reissue the comment. Please revise
                                                        your disclosure to make
clear that the redemption rights provided in connection with the
                                                        vote on the charter
amendment will only be effected if the PTIC II Board approves and
                                                        adopts the amendment to
the Existing Charter and such charter amendment is actually
                                                        enacted, which would
not occur if the business combination would not be consummated
                                                        substantially
concurrently with such charter amendment, as you have done in your
                                                        response letter. Please
also provide clear disclosure throughout the proxy statement, if
                                                        true, that the charter
amendment will not be effected until substantially concurrently with
                                                        the business
combination, and that the charter amendment will not be effected if the
                                                        business combination
does not occur.
   2.                                                   We reissue comment 3.
Please clearly discuss the dilution and downward pricing pressure
                                                        that will result from
the issuance of shares post-business combination pursuant to the CEF
 Thomas D. Hennessy
FirstName LastNameThomas  D. Hennessy
PROPTECH    INVESTMENT CORP.    II
Comapany 26,
September NamePROPTECH
              2022        INVESTMENT CORP. II
September
Page 2    26, 2022 Page 2
FirstName LastName
         Purchase Agreement, resulting from the purchase price based upon a
discount to the
         market price. Similarly revise the risk factor subheading on page 66
to clearly reflect the
         downward pricing pressure and increased dilution relating to the
purchase price based
         upon a discount to market.
Certain Renters Warehouse Projected Financial Information, page 131

3.       We note your response to comment 8 and your revised disclosure
regarding the March
         2022 projections. As you have now updated your projections for
September 2022, please
         provide quantitative disclosure regarding the assumptions and
adjustments made to your
         projections to accompany your qualitative disclosure regarding the
changes, for example,
         regarding the change in the expected purchases by institutional
investors versus the actual
         number of purchases in that time period. Lastly, please disclose the
assumptions used in
         the September 2022 update.
4.       Please discuss in greater detail the considerations given to the
increased interest rates and
         the uncertainty in the real estate market in determining the revised
forecast. Please revise
         the interest rate risk factor on page 48 and the MD&A to discuss in
greater detail the
         impact that increased interests rates have had and are expected to
have on your business.
         Please also add risk factor disclosure and revise the MD&A to discuss
the recent
         uncertainties to residential real estate market conditions, as
referenced on page 133.
         Discuss in greater detail the impact this has had and is expected to
have on your business.
Fairness Opinion of Northland Securities Inc., page 135

5.       We note the material changes in the company's September 2022 update to
the projections.
         Please disclose whether the board believes this fairness opinion
remains valid. Please also
         disclose whether the board believes the determination that the fair
market value of
         Appreciate continues to remain above 80% of the assets held in the
trust account in light
         of these material changes.
Debt, page 231

6.       We note your response to prior comment 15 and we reissue the comment
in part. Please
         clarify what the debt service ratio covenant requires and provide the
default interest rate
         you would be subject to as of a recent date.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Thomas D. Hennessy
PROPTECH INVESTMENT CORP. II
September 26, 2022
Page 3

       You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
other questions.



                                                         Sincerely,
FirstName LastNameThomas D. Hennessy
                                                         Division of
Corporation Finance
Comapany NamePROPTECH INVESTMENT CORP. II
                                                         Office of Real Estate
& Construction
September 26, 2022 Page 3
cc:       Julian Seiguer, P.C.
FirstName LastName