Annual report pursuant to Section 13 and 15(d)

Document And Entity Information

v3.21.1
Document And Entity Information - USD ($)
5 Months Ended
Dec. 31, 2020
Mar. 19, 2021
Jun. 30, 2020
Document Information Line Items      
Entity Registrant Name PROPTECH INVESTMENT CORP. II    
Document Type 10-K/A    
Current Fiscal Year End Date --12-31    
Entity Public Float     $ 244,490,000
Amendment Flag true    
Amendment Description References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to PropTech Investment Corporation II unless the context otherwise indicates. This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K amends the Annual Report on Form 10-K of PropTech Investment Corporation II for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 23, 2021 (the "Original Filing"). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on December 8, 2020, our warrants were accounted for as equity within our balance sheet. After discussion and evaluation, by the management of the Company and the Audit Committee of the Board of Directors of the Company, and taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. As a result of the foregoing, on May 24, 2021, the Audit Committee of the Board of Directors of the Company, in consultation with its management, concluded that, after consideration of the SEC Staff statement, its previously issued financial statements for the period from August 6, 2020 (inception) through December 31, 2020 (the “Affected Period”), because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A common stock (the “Warrants”), and should no longer be relied upon after consideration of the SEC Staff Statement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the Warrants issued on December 8, 2020, in light of the SEC Staff’s Statement. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the financial statements, of the Affected Period or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods. In connection with the restatement, management has re-evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company's management has concluded that in light of the misclassification described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. For a discussion of management's consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Amendment No. 1. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatements: ● Part I, Item 1A. Risk Factors ● Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ● Part II, Item 8. Financial Statements and Supplementary Data ● Part II, Item 9A Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Amendment No. 1 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.    
Entity Central Index Key 0001821075    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Shell Company true    
Entity Ex Transition Period false    
Document Transition Report false    
Entity File Number 001-39758    
Entity Incorporation, State or Country Code DE    
Entity Interactive Data Current Yes    
Class A common stock      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   23,000,000  
Class B common stock      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   5,750,000