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United States securities and exchange commission logo
May 15, 2020
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, NY 10065
Re: Property Solutions
Acquisition Corp.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted May 4,
2020
CIK No. 0001805521
Dear Mr. Vogel:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
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
Jordan Vogel
Property Solutions Acquisition Corp.
May 15, 2020
Page 2
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.
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameJordan Vogel
Division of
Corporation Finance
Comapany NameProperty Solutions Acquisition Corp.
Office of Energy
& Transportation
May 15, 2020 Page 2
cc: Jeffrey M Gallant
FirstName LastName