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United States securities and exchange commission logo
April 26, 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.
Registration
Statement on Form S-4
Filed April 5, 2021
File No. 333-255027
Dear Mr. Vogel:
We have reviewed your 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.
Registration Statement on Form S-4 filed April 5, 2021
Background of the Business Combination, page 79
1. We note your revisions
in response to prior comment 8. Please revise to identify the
"competitive companies"
mentioned on page 81 and how the factors you mention and
considered relate to FF
and to the proposed valuation. Also revise to identify the "recent
initial pubic
offerings" you considered and how that information relates to the valuation
you proposed.
PSAC's Board of Directors', page 84
2. We note your response
to prior comment 11. Please expand the sixth bullet under this
heading to discuss in
greater detail the analysis and comparison mentioned. Also revise
the disclosure on pages
87-88 to clarify the "comparable company analysis process"
Jordan Vogel
FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
Comapany
April NameProperty Solutions Acquisition Corp.
26, 2021
April 226, 2021 Page 2
Page
FirstName LastName
conducted.
Key Financial Metrics, page 87
3. Please expand your revisions in response to prior comment 10 to
clarify the specific
assumptions underlying the forecasts presented and how those
assumptions relate to the
financial information. For example, to what "future business decisions
and conditions"
are you referring and how do those decisions and conditions relate to
the forecasts? Also
explain the reasons underlying the "strong revenue forecast" and
market share information
presented.
Unaudited Pro Forma Condensed Combined Financial Information, page 109
4. Please update your assessment of the expected accounting treatment for
the Earnout
Shares on page 110. In addition, we note the disclosure that the
unaudited pro forma
condensed combined financial information does not reflect the earnout
consideration
effects because achievement of the earnout is uncertain; however,
given that the earnout
shares are part of the merger consideration, it is not clear to us why
they would not be
reflected in the pro forma financial statements, with a footnote
explaining how estimated
fair value was determined and, if liability accounting is required, a
sensitivity analysis
disclosing the potential impact of changes in the stock price on
estimated fair value.
Please clarify or revise.
5. Refer to page 113. Based on the adjustments related to the repayments
and conversions of
FF's Historical debt and liabilities, disclosed in Notes 3E and 3F,
please explain how you
determined no additional pro forma adjustments are necessary to FF's
historical line
items: change in fair value measurement of related party notes payable
and notes
payable; gain on extinguishment of related party notes payable, notes
payable and vendor
payables in trust; and other expense (foreign currency loss). If these
historical line items
are not related to the debt and liabilities being repaid and
converted, please clarify that
fact, if they are, please explain why you determined no additional pro
forma adjustments
are necessary.
6. Please revise note 3 to address the following:
Revise (F) to disclose the number of shares being issued for the
debt and liabilities
being converted;
Revise (BB) to explain how you determined the adjustment to
interest expense and
clarify what debt and liabilities the remaining interest expense
recorded in the pro
forma statement of operations relates to; and
Revise (EE) and (FF) to disclose the numbers and terms of the
equity awards being
granted.
The Charter Proposals, page 119
7. Please revise to state briefly the reasons for and the general effect
of each proposed
amendment to your charter.
Jordan Vogel
FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
Comapany
April NameProperty Solutions Acquisition Corp.
26, 2021
April 326, 2021 Page 3
Page
FirstName LastName
FF's Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 174
8. Please correct the inconsistency between the disclosures related to
transaction costs in the
third paragraph on page 176 with the disclosures in note 3(I) on page
117.
9. Refer to page 182. Please quantify and more fully disclose and discuss
FF's current and
long term liquidity requirements and priorities, including potential
changes in those
priorities based on the impact of changes in the amount of cash
available to the post-
combination company due to the amount of cash redemptions. In
addition, given the
disclosures throughout FF's discussion of results of operations that
reduced expenses in
2020 were due to decreases in headcount and temporary salary
reductions as a result of
liquidity constraints, please disclose and discuss the extent to which
material increases in
historical operating expenses are expected in future periods.
10. Refer to page 189. Please quantify and more fully discuss changes in
FF's estimated fair
value during the periods presented. Please also address any material
differences
between the valuations used to determine the fair values of recently
granted options and
warrants relative to the fair value implied by the current merger
transaction.
Financial Statements - FF Intelligent Mobility Global Holdings Ltd.
3. Summary of Significant Accounting Policies
Variable Interest Entity and Joint Venture, page F-10
11. Please more fully explain the facts and circumstances related to and
parties involved in the
Equity Transfer Agreement and more fully address how and why the
agreement resulted
in LeSEE no longer being a VIE.
16. Subsequent Events, page F-56
12. We note your response to prior comment 21. Please revise the
disclosures related to the
Second Amendment to the Second Amended and Restated Note Agreement to
also properly
present the $85 million.
Financial Statements - Property Solutions Acquisition Corp.
Note 2. Summary of Significant Accounting Policies
Cash and Marketable Securities Held in Trust Account, page F-68
13. Please delete the inappropriate reference to December 31, 2019.
Exhibits
14. We note your revisions in response to prior comment 12 and Exhibit
8.1. If the disclosure
beginning on page 103 represents the opinion of counsel, as indicated
by your revisions,
Exhibit 8.1 should state so directly and include counsel's consent to
be named in the
document. Also, if the tax consequences related to the exercise of
redemption rights is
Jordan Vogel
Property Solutions Acquisition Corp.
April 26, 2021
Page 4
uncertain or unclear, as continues to be indicated in your disclosure,
please revise your
disclosure beginning on page 31 to describe the risks to investors.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
April 26, 2021 Page 4
cc: David S. Allinson
FirstName LastName