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                             October 11, 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. 3 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed September 29,
2022
                                                            File No. 001-39758

       Dear Thomas D. 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.

       Preliminary Proxy Statement on Schedule 14A filed September 29, 2022

       Risk Factors, page 30

   1.                                                   We note your revised
disclosure on page 66 in response to comment 2. Please revise to
                                                        disclose how CF
Principal intends to distribute the 10,204,082 shares of Appreciate it will
                                                        acquire and indicate,
if true, that the company may not have access to the full amount
                                                        available to it under
the equity line agreement. With a view to disclosure, advise us
                                                        whether the investor
can engage in short-selling activities.
       Certain Renters Warehouse Projected Financial Information, page 131

   2.                                                   We note your response
to comments 3 and 4 and reissue the comments in part. Please
                                                        revise to further
clarify the key assumptions underlying projections. For example,
                                                            Do the projections
supported by and involving increased marketing investment
                                                             assume certain
amounts of cash available to the company, for example from the trust
                                                             account or the
$100 million commitment facility? If so, would the projections be
 Thomas D. Hennessy
PROPTECH INVESTMENT CORP. II
October 11, 2022
Page 2
          materially different if such funds are not available due to, for
example, high
          redemption rates or other factors?
          To what extent are the average customer acquisition costs of $1,500
and $3,125
          significantly different from current costs and what are the
underlying assumptions for
          any such changes?
          What assumptions regarding the expansion of existing institutional
clients and
          addition of new institutional and retail clients through marketing
investment were
          used in projecting the increases in transactions from 1,028 in fiscal
year 2022 to
          8,778 in 2023?
          What assumptions, if any, were used regarding changes in inflation
and other
          ongoing uncertainty in the market?
      Please revise accordingly.
Fairness Opinion of Northland Securities Inc., page 136

3.    We note your response to comment 5 and revised disclosure on page 72 that
the fairness
      opinion does not speak as of the time the Business Combination will be
completed or as of
      any date other than the date of such opinion. Please revise the
discussion on pages 12 and
      108 or where appropriate to clarify the extent to which the PTIC II Board
considered
      seeking an updated fairness opinion given the passage of time and the
lower September
      projections. Given the material changes to the projections, clarify
whether the Board
      believes the fairness opinion remains valid.
        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.

       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 James Lopez at 202-551-3536 with any
other
questions.



                                                           Sincerely,
FirstName LastNameThomas D. Hennessy
                                                           Division of
Corporation Finance
Comapany NamePROPTECH INVESTMENT CORP. II
                                                           Office of Real
Estate & Construction
October 11, 2022 Page 2
cc:       Julian Seiguer, P.C.
FirstName LastName