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United States securities and exchange commission logo
June 16, 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.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 1, 2021
File No. 333-255027
Dear Mr. Vogel:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4
Selected Historical Financial Information of PSAC, page 23
1. Please revise the table
to show the weighted average shares outstanding for the period
from February 11, 2020
(inception) through March 31, 2020, which appears to be
5,200,000 shares.
Summary Unaudited Pro Forma Condensed Combined Financial Information,
page 24
2. In the balance sheet
data as of March 31, 2021, it appears total stockholders deficit
should be $937,077.
Also, please appropriately re-label this line item since the amounts
represent total
stockholders' equity.
Jordan Vogel
FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
Comapany
June NameProperty Solutions Acquisition Corp.
16, 2021
June 16,
Page 2 2021 Page 2
FirstName LastName
Comparative Per Share Data, page 27
3. Please revise the first paragraph in the headnote to clarify pro forma
book value per share
information is presented as if the merger had been completed on March
31, 2021 and
remove book value per share disclosures as of December 31, 2020. In
addition, in regard
to the FF (historical) column, as of and for the period ended March
31, 2021, we have the
following comments:
Please demonstrate to us how you determined book value per share -
class A and B
was ($10.98).
Please reconcile or revise the weighted average shares outstanding
Class A and
Class B, based on the number of shares presented on the unaudited
consolidated
statement of operations for the three months ended March 31, 2021
on page F-3.
Unaudited Pro Forma Condensed Combined Financial Information, page 112
4. We appreciate your response to prior comment six. In regard to Note 3,
please further
address the following:
Revise (F) to clarify whether the adjustment to notes payable is
$158.1 million (per
the pro forma balance sheet) or $155.8 million (per note 3(F)).
In regard to (BB), your response indicates the remaining interest
expense for the year
ended December 31, 2020, relates to capital lease interest and
interest related to
accounts payable invoices. We assume the remaining interest
expense for the period
ended March 31, 2021 also relates to debt issued during the
interim period that will
remain outstanding. Expand (BB) to clarify what the remaining
interest expense for
the year ended December 31, 2020 and the period ended March 31,
2021 relate to.
FF's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Combination and Public Company Costs, page 184
5. We note your response to prior comment eight; however, there still
remains an
inconsistency between the disclosures related to transaction costs in
the third paragraph
with the disclosures in note 3(I) on page 121, specifically related to
the portion of the
$87.8 million in transaction costs that will be expensed as part of
the business
combination and will be recorded to additional paid-in-capital as
equity issuance costs.
Fair Value of Ordinary Shares, page 202
6. You discuss the use of a third-party valuation expert to determine the
fair value of FF s
common stock. We also note on page 113 that the fair value of the
Earnout Shares was
based on a valuation from a third-party valuation specialist. Given
your references to your
reliance on third-party experts, please tell us your consideration to
naming the experts and
providing their consent.
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
Jordan Vogel
Property Solutions Acquisition Corp.
June 16, 2021
Page 3
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
June 16, 2021 Page 3
cc: David S. Allinson
FirstName LastName