UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)*
Faraday Future Intelligent Electric Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
74348Q108
(CUSIP Number)
|
Season Smart Limited C/O China Evergrande Group |
Baker McKenzie LLP Attn: Derek Liu Two Embarcadero Center, 11th Floor San Francisco, California 94111 Tel: +1 415 984 3841 |
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
July 21, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Season Smart Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
2
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: China Evergrande Group I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
3
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: New Garland Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
4
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Global Development Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
5
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Acelin Global Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
6
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Evergrande Health Industry Holdings Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
7
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: China Evergrande New Energy Vehicle Group Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
8
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Xin Xin (BVI) Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
9
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Hui Ka Yan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong Special Administrative Region, People's Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN |
10
EXPLANATORY NOTE
This Schedule 13D relates to common stock, par value $0.0001 per share (the “Common Stock”), of Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Issuer”).
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the Common Stock of the Issuer, which has its principal executive offices at 18455 S. Figueroa Street, Los Angeles, CA 90248. The Issuer’s Common Stock is traded on the Nasdaq under the stock symbol “FFIE”.
Item 2. Identity and Background
This Statement is being filed jointly by:
| (i) | Season Smart Limited; | |
| (ii) | China Evergrande Group; | |
| (iii) | New Garland Limited; | |
| (iv) | Global Development Limited; | |
| (v) | Acelin Global Limited; | |
| (vi) | Evergrande Health Industry Holdings Limited; | |
| (vii) | China Evergrande New Energy Vehicle Group Limited; | |
| (viii) | Xin Xin (BVI) Limited; and | |
| (ix) | Mr. Hui Ka Yan |
(collectively, the "Reporting Persons").
Season Smart Limited ("Season Smart") is an indirect subsidiary of China Evergrande Group, a Cayman company. China Evergrande Group holds its interest in Season Smart through a chain of entities, and China Evergrande Group’s direct and indirect subsidiaries through which it holds interest in Season Smart are New Garland Limited (a British Virgin Islands company) Global Development Limited (a Cayman company), Acelin Global Limited (a British Virgin Islands company), Evergrande Health Industry Holdings Limited (a British Virgin Islands company) and China Evergrande New Energy Vehicle Group Limited (a Hong Kong company) (collectively, the “Evergrande Entities”). Each Evergrande Entity, by reason of its ownership of the voting securities of the subsidiary below it in the ownership structure, has the right to elect or appoint a majority of the members of the governing body of that subsidiary and, therefore, to direct the management and policies of that subsidiary. Mr. Hui Ka Yan (“Mr. Hui”) is a controlling shareholder of China Evergrande Group, through his wholly-owned subsidiary, Xin Xin (BVI) Limited (a British Virgin Islands company). Mr. Hui, by reason of his ownership of the voting securities of Xin Xin (BVI) Limited, has the right to elect or appoint the members of the governing body of China Evergrande Group. As a result, each Evergrande Entity, Mr. Hui and Xin Xin (BVI) Limited may be deemed to be the beneficial owner the shares held of record by Season Smart.
During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Prior to the Merger, Season Smart owned certain redeemable preference shares in FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands ("FF"). The source of the funds used by Season Smart to initially acquire the redeemable preference shares in FF was from Season Smart’s own funds.
On January 27, 2021, the Issuer (formerly known as Property Solutions Acquisition Corp.), a Delaware corporation, entered into that certain Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) with PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Merger Sub"), and FF. Pursuant to the Merger Agreement, Merger Sub merged with and into FF with FF surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). As a result of the transactions contemplated by the Merger Agreement, Season Smart became a security holder of the Issuer.
The foregoing description is a summary of the Merger Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text thereof. The Merger Agreement, which is filed as Exhibit 1 to this Schedule 13D, is incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed on January 27, 2021.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Common Stock in the Issuer for investment purposes and for the purposes described below.
The description of the Merger Agreement contained in Items 3 and 6 are hereby incorporated by reference into this Item 4.
The Reporting Persons will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of Common Stock will be acquired by the Reporting Persons or, if applicable, their affiliates or whether the Reporting Persons or, if applicable, any such affiliates will dispose of shares of Common Stock. At any time, additional shares of Common Stock may be acquired or some or all of shares of Common Stock beneficially owned by the Reporting Persons may be sold, subject to applicable law, in either case in the open market, in privately negotiated transactions or otherwise. Other than as described in this Schedule 13D, the Reporting Persons do not have any current plans or proposals which relate to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of their ongoing evaluation of their investment in the Common Stock and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.
Item 5. Interest in Securities of the Issuer
As of the close of business on June 27, 2022, the Reporting Persons beneficially owned an aggregate of 66,494,117 Common Stock, which represents roughly 20.5% of the shares of Common Stock outstanding as of April 30, 2022.
No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock reported in this Statement.
None of the Reporting Persons has effected any transactions in the Common Stock in the past sixty days.
Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer
The Reporting Persons response to Item 3 is incorporated by reference into this Item 6.
In connection with the Merger, Season Smart agreed under that certain Lock-Up Agreement, dated as of July 21 2021 (the “Lock-Up Agreement”) not to sell, pledge or otherwise grant any option to purchase its shares in the Company until 180 days after the closing of the Merger. This summary of the Lock-Up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 2 hereto.
In connection with the Merger, Season Smart and certain other holders were granted certain rights pursuant to the Amended and Restated Registration Rights Agreement, dated as of July 21, 2021 (the “Registration Rights Agreement”). The Registration Rights Agreement grants the Reporting Person certain shelf resale registration rights and grants all of the holders named therein certain “piggyback” registration rights with respect to registration statements filed subsequent to the Merger. This summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 3 hereto.
Item 7. Material to be Filed as Exhibit
Exhibit 2 Form of Lock-Up Agreement, dated July 21, 2021, by and among the Issuer and Season Smart.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 1, 2022
| Season Smart Limited | ||
| on behalf of itself and | ||
| each other Reporting Person hereunder | ||
| By: | /s/ Fong Kar Chun Jimmy | |
| Name: | Fong Kar Chun Jimmy | |
| Title: | Director | |
Exhibit 2
Season Smart Lock Up
July 21, 2021
Ladies and Gentlemen:
This Lock-Up Agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger, dated as of July 21, 2021 (the “Merger Agreement”), by and among Property Solutions Acquisition Corp., a Delaware corporation (“Acquiror”), PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) and FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
1. As a condition to the obligations of Acquiror, Merger Sub and the Company to consummate the Merger, the undersigned hereby agrees that from the date hereof until the 180th day after the Closing (the “Lock-Up Period”), the undersigned will not: (x) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (the “Exchange Act”), with respect to (i) shares of Acquiror Common Stock received pursuant to the Merger Agreement in exchange for Company Shares held by the undersigned, (ii) any outstanding share of Acquiror Common Stock or any other equity security (including the shares of Acquiror Common Stock issued or issuable upon the exercise of any other equity security) of Acquiror received in exchange for Company Shares held by the undersigned in connection with the transactions contemplated by the Merger Agreement, and (iii) any other equity security of Acquiror issued or issuable with respect to any such share of Acquiror Common Stock received in reference to Company Shares held by the undersigned by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (such shares, collectively, the “Lock-Up Securities”), (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Securities, in cash or otherwise, or (z) publicly announce any intention to effect any transaction specified in clause (x) or (y) (any of the foregoing described in clauses (x), (y) or (z), a “Transfer”), provided that the foregoing shall not apply to any Transfer of any Acquiror Common Stock or other securities convertible into or exercisable or exchangeable for Acquiror Common Stock acquired in open market transactions after the Closing (as defined in the Merger Agreement); provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13D, 13D/A, 13G or 13G/A) during the Lock-Up Period. Furthermore, Section 1 shall not apply to the entry, by the undersigned, at any time after the Closing, of any trading plan providing for the sale of shares of Acquiror Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any Acquiror Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period.
2. The undersigned hereby (a) authorizes Acquiror during the Lock-Up Period to cause its transfer agent for the Lock-Up Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Lock-Up Securities for which the undersigned is the record holder and, (b) in the case of Lock-Up Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Lock-Up Securities, in each case of clauses (a) and (b), if such transfer would constitute a violation or breach of this Agreement. Acquiror agrees to instruct its transfer agent to remove any stop transfer restrictions on the stock register and other records related to the Lock-Up Securities promptly upon the expiration of the Lock-Up Period. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio.
3. During the Lock-Up Period, each certificate evidencing any Lock-Up Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ], 2021, BY AND BETWEEN PROPERTY SOLUTIONS ACQUISITION CORP. (“ACQUIROR”) AND THE HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY ACQUIROR TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
4. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Lock-Up Securities during the undersigned’s lifetime or on death (or, if the undersigned is not a natural person, during its existence): (i) to Acquiror’s or the undersigned’s officers, directors, partners, members or their respective affiliates or to the undersigned’s affiliates; (ii) if the undersigned is not a natural person, to its stockholders, partners or members upon its liquidation; (iii) by bona fide gift to any immediate family members (including spouses, significant others, lineal descendants and ascendants (including adopted and step children and parents of such person)), brothers and sisters (including half-sibling and step-siblings) of the undersigned or the undersigned’s spouse or siblings (collectively, “Family Members”) or to a family trust, established for the exclusive benefit of the undersigned, its equity holders or any of their respective Family Members for estate planning purposes or to any charitable organization; (iv) by virtue of laws of descent and distribution upon death of the undersigned; or (v) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that except with Acquiror’s prior written consent, any such sale or transfer shall be conditioned upon entry by such transferees into a written agreement, addressed to Acquiror, agreeing to be bound by these transfer restrictions and the other terms and conditions of this Agreement. For the avoidance of doubt, the undersigned shall retain all of its rights as a stockholder of Acquiror with respect to the Lock-Up Securities during the Lock-Up Period, including, without limitation, the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in respect of such Lock-Up Securities.
| -2- |
5. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents reasonably necessary to give effect to the terms and conditions of this Agreement.
6. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof; provided, however, that the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any documents related thereto, including the Registration Rights Agreement. This Agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
7. Subject to Section 4 hereof, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding upon and inure to the benefit of the undersigned and its successors and assigns. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or .pdf copies hereof or signatures hereon shall, for all purposes, be deemed originals.
8. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing Date, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
9. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
| -3- |
10. Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be completed in accordance with Section 3.4 of the Registration Rights Agreement.
[Signature on the following page]
| -4- |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| ACQUIROR: | |
| Property Solutions Acquisition Corp. | |
| a Delaware corporation | |
| By: | ||
| Name: | ||
| Title: |
{Signature Page to Lock-Up Agreement}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Holder:
Name of Holder: Season Smart Limited
| By: | ||
| Name: | ||
| Title: |
Number of shares of Acquiror Common Stock:
Shares of Acquiror Common Stock: ____________________________________________________
Address for Notice:
Address:
C/O China Evergrande Group
23F, China Evergrande Centre
No.38 Gloucester Road
Wanchai, Hong Kong
Attention: Jimmy Fong Kar Chun
Email: jfong@evergrande.com
{Signature Page to Lock-Up Agreement}