September 29, 2022

VIA EDGAR

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Ladies and Gentlemen:

This letter sets forth the responses of PropTech Investment Corp. II (the “Company”) to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter, dated September 26, 2022, with respect to Amendment No. 2 to the Company’s Preliminary Proxy Statement on Schedule 14A, filed on September 19, 2022, File No. 001-39758 (the “Proxy Statement”).

Concurrently with the submission of this letter, we are publicly filing Amendment No. 3 to the Proxy Statement (“Amendment No. 3”) in response to the Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No.3. For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the Company’s responses thereto.

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

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

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

September 29, 2022

Page 2

RESPONSE:

In response to the Staff’s comment, we have revised the disclosure on pages 1, 15, 92, 95 and 173 of Amendment No. 3 and have clarified that the redemption rights provided in connection with the vote on 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.

RESPONSE:

In response to the Staff’s comment, we have revised the disclosure on pages xvi, xvii, xviii, xix, xx, xxi, xxii, xxvi, xxvii, 8, 66, 120, 121, 122, 123, 124, 125, 129, 154 and 265 of Amendment No. 3.

Certain Renters Warehouse Projected Financial Information, page 131

RESPONSE:

In response to the Staff’s comment, we have updated and revised disclosures on pages 134 and 135 in Amendment No. 3.

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

September 29, 2022

Page 3

RESPONSE:

In response to the Staff’s comment, we have updated and revised the risk factor on page 48 of Amendment No. 3 to address the Staff’s comments concerning the impact of increased interest rates and recent uncertainties to residential real estate market conditions. We have also updated the MD&A on page 223 in Amendment No. 3 under “Renters Warehouse’s Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Key Factors Affecting Our Performance” to discuss future impact on business. We would also like to refer the Staff to page 240 of Amendment No. 3 (“Renters Warehouse’s Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Quantitative and Qualitative Disclosures About Market Risk”) to further address this comment.

Fairness Opinion of Northland Securities Inc., page 135

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the PTIC II Board believes it was reasonable to rely upon the Northland fairness opinion at the time of its delivery in concluding that the Business Combination was in the best interest of PTIC II Stockholders. Northland’s fairness opinion spoke only as of its date and does not take into account the updates to Renters Warehouse’s projections as described in “Proposal 2 — The Business Combination Proposal — Certain Unaudited Renters Warehouse Prospective Financial Information.” The PTIC II Board has not requested that Northland provide a new or updated fairness opinion and does not intend to secure a new or updated fairness opinion from Northland or any other third-party.  Accordingly, we have updated and revised disclosures on pages xxiv and 72 in Amendment No. 3.  The Company also respectfully advises the Staff that, pursuant to the Nasdaq’s rules, the test of the fair market value of Appreciate being at least 80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) is measured at the time of entering into the business combination agreement. 

Debt, page 222

RESPONSE:

In reference to the Staff’s comment, we have updated the disclosure on page 232 of Amendment No. 3.

The Company believes the foregoing fairly responds to the Staff’s comments in its letter dated September 26, 2022 and is prepared to provide the Staff with additional information. Thank you in advance for your assistance in this matter. If you have any questions or additional comments, please do not hesitate to contact Julian J. Seiguer of Kirkland & Ellis LLP at (713) 836-3334 or Wayne E. Williams of Kirkland & Ellis LLP at (312) 862-7135.