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Filing Details

Accession Number:: 0001213900-22-078744
Form Type:: 13G Filing
Publication Date:: 2022-12-08 19:00:00

Filed By:: Hc Proptech Partners Ii Llc
Company:: Appreciate Holdings Inc.
Filing Date:: 2022-12-09
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
HC PropTech Partners II	0	0	0	0.0%
HC PropTech II	0	0	0	0.0%
Thomas D. Hennessy	1,119,689	1,119,689	1,119,689	2.58%
M. Joseph Beck	1,243,108	1,243,108	1,243,108	3.74%
Daniel J. Hennessy	856,459	856,459	856,459	2.58%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

APPRECIATE HOLDINGS, INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

03832J106

(CUSIP Number)

November 29, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 03832J106

1.	Names of Reporting Persons HC PropTech Partners II LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 03832J106

1.	Names of Reporting Persons HC PropTech II LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 03832J106

1.	Names of Reporting Persons Thomas D. Hennessy
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 1,119,689
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 1,119,689
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,119,689
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 2.58%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 03832J106

1.	Names of Reporting Persons M. Joseph Beck
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 1,243,108
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 1,243,108
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,243,108
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 3.74%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 03832J106

1.	Names of Reporting Persons Daniel J. Hennessy
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 856,459
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 856,459
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 856,459
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 2.58%
12.	Type of Reporting Person (See Instructions) IN

EXPLANATORY NOTE

This Schedule 13G/A is being filed as an amendment (“Amendment No. 1”) to the statement on Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on behalf of HC PropTech Partners II LLC (“HC PropTech Sponsor”), HC PropTech II LLC (“HC PropTech”), Thomas D. Hennessy, M. Joseph Beck and Daniel J. Hennessy (together with HC PropTech Sponsor and HC PropTech, the “Reporting Persons”), with respect to the Class A common stock (“Common Stock”) of Appreciate Holdings, Inc. (the “Issuer”) on February 16, 2021 (the “Schedule 13G”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G.

The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of Common Stock by HC PropTech Sponsor on a pro rata basis to its members or their permitted transferees, including to Messrs. Hennessy, Beck and Hennessy, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock.

Item 1(a).	Name of Issuer

	Appreciate Holdings, Inc. (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	6101 Baker Road, Suite 200 Minnetonka, MN 55345

Item 2(a).	Names of Persons Filing

	This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	(i)	HC PropTech Partners II LLC

	(ii)	HC PropTech II LLC

	(iii)	Thomas D. Hennessy

	(iv)	M. Joseph Beck

	(v)	Daniel J. Hennessy

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	The address of the principal business and principal office of each of the Reporting Persons is HC PropTech II LLC, 3415 N. Pines Way, Suite 204, Wilson, WY 83014.

Item 2(c).	Citizenship

	(i)	Each of HC PropTech Partners II LLC and HC PropTech II LLC is a limited liability company formed in the State of Delaware.

	(ii)	Each of Thomas D. Hennessy, M. Joseph Beck and Daniel J. Hennessy is a citizen of the United States.

Item 2(d).	Title of Class of Securities

	Class A common stock, $0.0001 par value per share.

Item 2(e).	CUSIP Number

	03832J106

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	☐	(d) Investment company registered under Section 8 of the Investment Company Act.

	☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

	☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

	☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

	☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

		Not applicable

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Amendment No. 1 are incorporated herein by reference.

The Reporting Persons own an aggregate of 3,219,256 shares of Common Stock, including warrants exercisable for an aggregate of 433,334 shares of Common Stock, representing an aggregate of approximately 9.62% of the total shares of Common Stock issued and outstanding.

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date herof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	Not Applicable

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: December 9, 2022

	HC PROPTECH PARTNERS II LLC, a Delaware limited liability company

	By:	HC PROPTECH II LLC, a Delaware limited liability company, as the managing
		member of HC PropTech Partners II LLC

	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Managing Member

	HC PROPTECH II LLC, a Delaware limited liability company

	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Managing Member

	/s/ Thomas D. Hennessy
	Thomas D. Hennessy

	/s/ M. Joseph Beck
	M. Joseph Beck

	/s/ Daniel J. Hennessy
	Daniel J. Hennessy

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)