United States securities and exchange commission logo
November 10, 2020
Thomas Hennessy
Co-Chief Executive Officer and President
PropTech Acquisition Corporation
3415 N. Pines Way, Suite 204
Wilson, WY 83014
Re: PropTech
Acquisition Corporation
Registration
Statement on Form S-4
Filed October 14,
2020
File No. 333-249468
Dear Mr. Hennessy:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed October 14, 2020
Questions And Answers, page vi
1. Please add a Q&A that
describes the effect the merger will have on PTAC's securities
after the close of the
merger, including the removal of the units from NASDAQ.
Q: How do I exercise my Redemption Rights?, page ix
2. Clarify that in order
to exercise your redemption rights and vote your shares, you
must deliver a proxy
rather than voting in person at the meeting because your shares must
be delivered for
redemption prior to the date of the meeting.
Thomas Hennessy
FirstName LastNameThomas Hennessy
PropTech Acquisition Corporation
Comapany 10,
November NamePropTech
2020 Acquisition Corporation
November
Page 2 10, 2020 Page 2
FirstName LastName
Summary Historical Financial and Other Data for Porch, page 15
3. We note you disclose "Adjusted working capital deficit (excluding cash
and
capital/finance lease obligation)." Revise to explain why you believe
it is useful to
calculate a working capital measure that excludes cash. Also, it
appears that the measure
is not adjusted for finance leases. Please advise.
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of PTAC
and
Porch, page 18
4. We note the presentation of Porch equivalent pro forma per share data
under both pro
forma scenarios. Please tell us the purpose of this information, why
you believe it is
useful to an investor and the guidance you relied upon in support of
this presentation. In
addition, we note you refer to three scenarios, rather than two, in
your introductory
language. Please revise accordingly.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 69
5. Please revise to describe in more detail the nature of the transaction
fee paid by a principal
Porch shareholder in connection with the merger as reflected in
adjustments (r) and (kk).
As part of your response, please clarify whether this fee was paid by
the shareholder on
behalf of the Company.
Legal Proceedings, page 84
6. We note in your risk factor describing litigation and regulatory
actions that you are
involved in a class action lawsuit. We also note your disclosure on
page F-102; however
it is unclear whether the class action lawsuit is the same litigation
described on page F-
102. Please clarify and provide all the required disclosures of Item
103 of Regulation S-
K.
Porch s Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Key Performance Measures and Operating Metrics, page 112
7. We note your disclosure of several operating metrics. Please revise to
address the
following:
Clarify whether your calculation of Average Number of Companies in
Quarter and
Average Revenue per Account per Month in Quarter includes only
customers and
revenues associated with referral network revenue.
Disclose how you define reoccurring revenue.
Disclose how you arrive at the average revenue generated in a
quarterly period when
calculating the Average Revenue per Monetized Service. In this
regard, clarify
whether this amount represents the total actual revenue
recognized in that quarter.
Thomas Hennessy
FirstName LastNameThomas Hennessy
PropTech Acquisition Corporation
Comapany 10,
November NamePropTech
2020 Acquisition Corporation
November
Page 3 10, 2020 Page 3
FirstName LastName
Non-GAAP Financial Measures, page 123
8. We note your presentation of Adjusted EBITDA (loss) from divested
business and
Adjusted EBITDA (loss) excluding divested businesses. As these
divested operations did
not meet the criteria for being presented as discontinued operations
pursuant to ASC 205-
20, your non-GAAP measures appear to substitute individually tailored
recognition and
measurement methods for those of GAAP. Please revise to remove these
measures. Refer
to Question 100.04 of the Non-GAAP C&DIs. Similar concerns apply to
your
presentation of revenue excluding the impact of divested businesses on
pages 119 and
122.
Proposal No. 10 -- The NASDAQ Proposal, page 187
9. Tell us why you have included both the PIPE share approval and the
merger share
approval in the same proposal being presented to PTAC shareholders. In
this regard, we
note from your disclosure on page 50 that the merger is not dependent
upon the PIPE
financing (page 50).
Porch.com, Inc. Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Goodwill and Intangible Assets, page F-44
10. Given your continued recurring net losses, negative operating cash
flows, and liquidity
and going concern risk, please tell us the results of your annual
goodwill impairment test
performed on October 1, 2020. To the extent you concluded no
impairment was
necessary, tell us the percentage by which the fair value exceeded
carrying value for each
reporting unit as of the date of the most recent test. If any
reporting units were at risk of
failing the impairment test, please disclose the percentage excess and
the potential events
and/or changes in circumstances that could reasonably be expected to
negatively affect the
key assumptions.
Note 8. Stock-Based Compensation, page F-66
11. Please tell us the purpose of the share purchase transaction that
occurred in May 2019
between your CEO and the significant shareholder. As part of your
response, provide us
with your accounting analysis and refer to the guidance you used in
determining how to
account for this transaction.
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 Hennessy
PropTech Acquisition Corporation
November 10, 2020
Page 4
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Larry Spirgel, Assistant
Director, at (202) 551-
3815 with any other questions.
Sincerely,
FirstName LastNameThomas Hennessy
Division of
Corporation Finance
Comapany NamePropTech Acquisition Corporation
Office of Technology
November 10, 2020 Page 4
cc: Brooks Antweil
FirstName LastName