Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800
facsimile		direct dial number
(212) 818-8881		(212) 818-8638
		email address
		jgallant@graubard.com

 

July 1, 2020

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

 

	RE:	Property Solutions Acquisition Corp.
		Amendment No. 2 to Draft Registration Statement on Form
		S-1 Submitted May 4, 2020
		CIK No. 0001805521

 

Ladies and Gentlemen:

 

On behalf of Property Solutions Acquisition Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated May 15, 2020, relating to the above-captioned Draft Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the Registration Statement, a copy of which has been marked with the changes from the prior submission of the Registration Statement.

 

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

 

Amendment No. 2 to Draft Registration Statement on Form S-1

 

Exhibits

 

1.

We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company agrees that any action, proceeding or claim against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, “which jurisdiction shall be exclusive.” We also note that the company waives any objection to such “exclusive" jurisdiction. If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly.

 

We have revised the form of warrant agreement to remove the above-referenced exclusive jurisdiction provision and clarified that it does not apply to actions arising under the Securities Act or Exchange Act. As a result, we respectfully do not believe that any additional risk factor disclosure is necessary.

 

* * * * *

 

Thank you for your attention to our amendment and these responses. If you have any question or need additional information, please call the undersigned at 212-818-8638.

 

	Very truly yours,
	/s/ Jeffrey M. Gallant
	Jeffrey M. Gallant

 

cc:	Mr. Jordan Vogel