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United States securities and exchange commission logo
March 3, 2021
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Re: Property Solutions
Acquisition Corp.
Confidential Draft
Registration Statement on Form S-4
Submitted February
4, 2021
CIK No. 0001805521
Dear Mr. Vogel:
We have reviewed your 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.
Confidential Draft Registration Statement on Form S-4 submitted February
4, 2021
Redemption Rights, page 13
1. Please tell us what
part of your IPO registration statement and related exhibits discussed
the 20% limitation
mentioned here.
Interests of PSAC's Directors and Officers in the Business Combination,
page 14
2. We note that you intend
to include the value of the Private Shares and Private Warrants as
of the record date for
the special meeting. In your next amendment please fill in the
blanks to include the
value as of the most practicable date. Please also disclose the
purchase price for of
the Private Shares and Private Warrants.
Jordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 2
3. Please revise bullet point five to quantify the out-of-pocket expenses
incurred by your
Sponsor, executive officers, directors, and their respective
affiliates as of a recent
practicable date.
Risk Factors, page 28
4. Please tell us whether, after holders of Class B shares are entitled
to ten votes per share,
you will be a "controlled company" under exchange listing rules and,
if so, describe the
corporate governance exemptions on which you will be entitled to rely
and the related
risks to investors.
Our certificate of incorporation provides . . .,, page 57
5. You disclose here that the federal district courts of the United
States shall be the exclusive
forum for the resolution of any complaint asserting a cause of action
under the Securities
Act and the Exchange Act. However, Section 8.1 of Annex A and Exhibit
3.3 do not
appear to contain a similar jurisdictional limitation. Please revise
or advise.
We may require stockholders . . ., , page 65
6. We note the disclosure here that you "may" require stockholders to
comply with
requirements. We also note the disclosure in the following risk factor
that "if" you require
stockholders to comply with those requirements, they may be unable to
sell their
securities. Please revise to clarify whether you are actually
requiring stockholders to
comply with the requirements you discuss.
Structure of the Transactions, page 74
7. We note the formula in the second paragraph. Please expand to provide
an example that
illustrates how the formula functions to determine the number of
shares to be issued.
Background of the Business Combination, page 75
8. Please revise to clarify how you determined the valuation proposed on
October 16, 2020,
as disclosed on page 76, including the underlying analysis conducted
and materials you
reviewed.
PSAC s Board of Directors Reasons for Approval of the Transactions, page
79
9. Please revise to discuss whether, and if so how, PSAC's board
considered the financial
interests of the Sponsor and its affiliates in determining to approve
the transactions.
Certain Forecasted
FirstName FinancialVogel
LastNameJordan Information for FF, page 81
Comapany
10. NameProperty
Please clarify whereSolutions Acquisition
in your document theCorp.
forecasted financial
information for FF
March appears.
3, 2021 Page 2
FirstName LastName
Jordan Vogel
FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
Comapany
March NameProperty Solutions Acquisition Corp.
3, 2021
March3 3, 2021 Page 3
Page
FirstName LastName
Satisfaction of 80% Test, page 82
11. Please revise to disclose how your board determined this requirement
was met, including
the "financial analyses" it conducted in reaching that conclusion.
Likewise, revise to
discuss the comparable company analysis referenced in the sixth bullet
on page 80.
Material U.S. Federal Income Tax Considerations, page 97
12. We note that each of FF and PSAC "intends" for the Business
Combination to be treated
as a reorganization for U.S. federal income tax purposes. We
also note the uncertainty
expressed in your disclosure regarding the tax consequences related to
a redemption of
public shares. Please file the exhibit required by Item 601(b)(8) of
Regulation S-K. If
counsel cannot provide a "will" opinion, it should explain why it
cannot give such an
opinion and the degree of uncertainty and related risks to investors.
Please revise.
The Charter Proposals, page 112
13. Please revise to include any material changes made to your charter. It
appears from your
disclosure on page 57 that you intend to change your certificate of
incorporation to permit
only federal district courts to consider claims arising under the
Securities Act, whereas
your prior certificate of incorporation permitted concurrent
jurisdiction. Please present this
intended change here as a separate proposal.
Board Composition, page 117
14. You disclose here that the board of directors will have nine members,
but only seven are
listed. Please revise or advise.
Partnership Program, page 150
15. Please revise to describe this program in greater detail, including
whether it will exist
following the transactions described in this registration statement.
Also describe how it
"will set a solid foundation for an advanced corporate governance
structure and talent base
and will facilitate retaining and attracting global talent across
industries."
Strategic Partnership . . .,, page 160
16. Please describe the "activities contemplated in the memorandum of
understanding."
Liquidity and Capital Resources, page 173
17. Please discuss your history of past due payments to contractors and
suppliers, the vendor
trust and remaining proceedings relating to payments by you and in
which you are
involved.
Common Stock, page 202
Please revise to clarify whether holders of Class B common stock will
continue to be
Jordan Vogel
FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
Comapany
March NameProperty Solutions Acquisition Corp.
3, 2021
March4 3, 2021 Page 4
Page
FirstName LastName
18. entitled to ten votes per share if, after exceeding the market
capitalization trigger, the
company's market capitalization drops below $20 billion.
FF Intelligent Mobility Global Holdings Ltd.
Financial Statements, page F-1
19. Please provide updated financial statements and related information
for FF Intelligent
Mobility Global Holdings Ltd. as required by Rule 8-08 of Regulation
S-X.
Note 6. Property and Equipment, Net, page F-20
20. Please more fully explain the facts and circumstances that resulted in
recording the gain
on cancellation of the land use rights. Please specifically address:
the cost of, and how you accounted for the acquisition of the
intangible asset;
how you accounted for the land use rights reverting back to the
government of
Zhejiang;
how the government grant liability was determined and accounted
for when the
agreement was terminated; and
how the gain was calculated.
Note 16. Subsequent Events, page F-38
21. We note that amounts in the footnotes are presented in thousands of
dollars, except share
and per share data. It appears certain amounts presented in the
Subsequent Events footnote
may not conform to this convention. Please revise your disclosures, as
appropriate, so as
not to confuse a reader.
Property Solutions Acquisition Corp.
Financial Statements, page F-44
22. Please provide updated financial statements and related information
for Property Solutions
Acquisition Corp. as required by 8-08 of Regulation S-X.
Note 2.Summary of Significant Accounting Policies
Net Loss Per Common Share, page F-52
23. Please clarify or revise the disclosure that the company applies the
two-class method in
computing earnings per share.
Exhibits
24. Please clarify how Exhibit 3.3 represents a form of bylaws for New FF,
given that the first
page states that the document represents the bylaws of Property
Solutions Acquisition
Corp. Please also file as exhibits the employment and related
agreements discussed in
your disclosure beginning on page 114.
Jordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 5
General
25. In addition to disclosing the formula by which you will determine the
number of shares to
issue in the transaction, please also disclose on the prospectus cover
page the number and
percentage of voting control to be held following the transaction.
Include such
information if the Class B shares are entitled to only one vote as well
as if the Class B
shares are entitled to ten votes. Provide similar clarification in other
portions of your
document where you discuss post-transaction ownership percentages.
26. Please revise your fee table to clarify the nature of the transactions
covered by the shares
you intend to issue. For example, are the 25 million earn-out shares
included in the Class
A shares you intend to issue?
You may contact Dale Welcome at (202) 551-3865 or Anne McConnell at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce
at (202) 551-
3754 with any other questions.
Sincerely,
FirstName LastNameJordan Vogel
Division of
Corporation Finance
Comapany NameProperty Solutions Acquisition Corp.
Office of
Manufacturing
March 3, 2021 Page 5
cc: David S. Allinson
FirstName LastName