S-4/A 1 fs42021a3_property.htm S-4

As filed with the U.S. Securities and Exchange Commission on June 23, 2021.

Registration No. 333-255027

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

AMENDMENT NO. 3

TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

PROPERTY SOLUTIONS ACQUISITION CORP.
(Exact Name of Each Registrant as Specified in its Charter)

____________________________________

Delaware

 

6770

 

84-4720320

(State or other jurisdiction of
Incorporation or organization)

 

(Primary standard industrial
classification code number)

 

(I.R.S. Employer
Identification Number)

____________________________________

654 Madison Avenue, Suite 1009
New York, New York 10065
(646) 502
-9845
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

____________________________________

Jordan Vogel, Co-Chief Executive Officer
Aaron Feldman, Co
-Chief Executive Officer
c/o Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
(646) 502
-9845
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

With copies to:

David S. Allinson
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
(212) 906
-1200

Ryan J. Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546
-5400

Vijay S. Sekhon
Sidley Austin LLP
1999 Avenue of the Stars, 
Suite 1700
Los Angeles, CA 90067
(310) 595
-9500

Michael P. Heinz
Sidley Austin LLP
One S. Dearborn Street
Chicago, IL 60603
(312) 853
-7000

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/consent solicitation statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount
to be
Registered
(1)

 

Proposed
Maximum
Offering Price
Per Share

 

Proposed
Maximum
Aggregate
Offering
Price
(2)

 

Amount of
Registration
Fee
(4)

Shares of Class A common stock(3)

 

218,303,085

 

$

N/A

 

$

2,671,842,410.32

 

$

291,498.01

Shares of Class B common stock(3)

 

63,217,000

 

$

N/A

 

$

773,383,416.54

 

$

84,376.13

Total

 

281,520,085

 

$

N/A

 

$

3,445,225,826.86

 

$

375,874.14

____________

(1)      All securities being registered will be issued by the registrant, Property Solutions Acquisition Corp., a Delaware corporation (“PSAC”). In connection with the Business Combination described in the included proxy statement/consent solicitation statement/prospectus, PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of PSAC (“Merger Sub”), will be merged with and into FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“FF”), with FF surviving the merger. As a result of the foregoing transactions, FF will become a wholly-owned subsidiary of PSAC. PSAC previously registered 212,285,639 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”) and 61,712,763 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”), of PSAC (the “Initial Shares”) with its initial filing of the registration statement on Form S-4 on April 5, 2021 (File No. 333-255027) (the “Initial Registration Statement”). PSAC has registered an additional 6,017,446 shares of Class A common stock and 1,504,237 shares of Class B common stock (the “Additional Shares”) on the second amendment to the Registration Statement dated June 21, 2021.

(2)      Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $3,445,225,826.86, calculated as the sum of (a) with respect to Initial Shares, the product of (i) 273,998,402 shares of PSAC common stock, the estimated maximum number of shares of Class A common stock and Class B common stock that may be issued in the Business Combination (calculated as shown in note (1) above) and (ii) $12.20, the average of the high and low trading prices of PSAC common stock on March 29, 2021 (within five business days prior to the date the Registration Statement was first filed with the SEC) and (b) with respect to Additional Shares, the product of (i) 7,521,683 shares of PSAC common stock, the additional estimated number of Additional Shares of Class A common stock and Class B common stock that may be issued in the Business Combination (calculated as shown in note (1) above) and (ii) $13.62, the average of the high and low trading prices of Class A common stock on June 11, 2021 (within five business days prior to the date of the second amendment to the Registration Statement dated June 21, 2021).

(3)      Represents shares of Class A common stock and Class B common stock issuable to certain equity holders and debt holders of FF upon consummation of the Business Combination described herein, including shares issuable pursuant to outstanding options, warrants and convertible notes, based on an exchange ratio that incorporates certain assumptions about FF’s cash and debt at the closing of the Business Combination, as well as earnout shares that are to be issued to FF stockholders from and after the closing of the Business Combination upon the occurrence of certain triggering events described in the included proxy statement/consent solicitation statement/prospectus.

(4)      Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED JUNE 2
3, 2021

PROPERTY SOLUTIONS ACQUISITION CORP.
654 Madison Avenue, Suite 1009
New York, New York 10065

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
          , 2021

TO THE STOCKHOLDERS OF PROPERTY SOLUTIONS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Property Solutions Acquisition Corp. (“PSAC”), a Delaware corporation, will be held at 11:00 a.m. Eastern time, on           , 2021, in a virtual format (the “Special Meeting”). PSAC stockholders may attend, vote and examine the list of PSAC stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/propertysolutionsacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the novel coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)     to consider and vote upon a proposal to approve the business combination (the “Business Combination”) described in this proxy statement/consent solicitation statement/prospectus, including (a) the Agreement and Plan of Merger, dated as of January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021, the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021 and the Third Amendment to Agreement and Plan of Merger dated as of June 14, 2021 (“Merger Agreement”), by and among PSAC, 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 (“FF”), which, among other things, provides for Merger Sub to be merged with and into FF, with FF continuing as the surviving company and a wholly-owned subsidiary of PSAC — we refer to this proposal as the “business combination proposal”;

(2)    to consider and vote upon separate proposals to approve amendments to PSAC’s current amended and restated certificate of incorporation to: (i) change the name of the public entity from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” (“New FF”); (ii) increase PSAC’s authorized shares from 50,000,000 authorized shares of a single class of common stock and 1,000,000 authorized shares of preferred stock to 750,000,000 authorized shares of Class A common stock, 75,000,000 authorized shares of Class B common stock, and 10,000,000 authorized shares of preferred stock; (iii) amend the voting rights of PSAC stockholders such that each share of Class B common stock will be entitled to ten votes for each such share after such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion; (iv) delete the various provisions in PSAC’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time); (v) add provisions authorizing New FF’s board of directors to issue preferred stock, rights, warrants and options without shareholder approval; and (vi) amend the choice of forum provisions to permit only federal district courts to consider claims arising under the Securities Act. — we refer to these proposals collectively as the “charter proposals”;

(3)    to elect nine directors who, upon consummation of the Business Combination, will be the directors of New FF — we refer to this proposal as the “director election proposal”;

(4)    to consider and vote upon a proposal to approve the Faraday Future Intelligent Electric Inc. 2021 Stock Incentive Plan, which is an incentive compensation plan for employees of New FF and its subsidiaries, including FF — we refer to this proposal as the “incentive plan proposal”; and

 

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(5)    to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance by PSAC of common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes — we refer to this proposal as the “Nasdaq proposal”; and

(6)    to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if PSAC does not have sufficient proxies to approve one or more of the foregoing proposals — we refer to this proposal as the “adjournment proposal.”

These items of business are described in the attached proxy statement/consent solicitation statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of PSAC common stock at the close of business on June 21, 2021 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, PSAC’s board of directors has determined that the business combination proposal, the charter proposals, the director election proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of PSAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” each of the charter proposals, “FOR” the election of all of the persons nominated by PSAC’s management for election as directors, “FOR” the incentive plan proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

Consummation of the Transactions (as described in the attached proxy statement/consent solicitation statement/prospectus) is conditioned on approval of each of the business combination proposal, the charter proposals, the director election proposal, the Nasdaq proposal and the incentive plan proposal. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.

All PSAC stockholders are cordially invited to attend the Special Meeting, which will be held in virtual format. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of PSAC common stock, you may also cast your vote at the Special Meeting electronically by visiting https://www.cstproxy.com/propertysolutionsacquisition/sm2021. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank.

A complete list of PSAC stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of PSAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

     
   

/s/ Jordan Vogel

   

Jordan Vogel

   

Chairman of the Board and Co-Chief Executive Officer

     
   

            , 2021

 

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. IF YOU ARE A HOLDER OF PUBLIC SHARES AND WISH TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT PSAC CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION PROPOSAL BY DELIVERING YOUR STOCK TO PSAC’S TRANSFER AGENT PHYSICALLY OR ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM PRIOR TO THE VOTE AT THE MEETING. PSAC’S TRANSFER AGENT MUST RECEIVE YOUR INSTRUCTION TO REDEEM BY 5:00 PM EASTERN TIME ON , 2021 IN ORDER FOR YOUR REDEMPTION DEMAND TO BE VALID. SEE “SPECIAL MEETING OF PSAC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/consent solicitation statement/prospectus is dated           , 2021 and is first being mailed to Property Solutions Acquisition Corp. stockholders on or about           , 2021.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on           , 2021: PSAC’s proxy statement/consent solicitation statement/prospectus are available at https://www.cstproxy.com/propertysolutionsacquisition/sm2021.

 

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FF INTELLIGENT MOBILITY GLOBAL HOLDINGS LTD.
18455 S. Figueroa Street
Gardena, California 90248

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OR PROXIES

To the Shareholders of FF Intelligent Mobility Global Holdings Ltd.:

FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“FF”), entered into an Agreement and Plan of Merger, dated as of January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021, the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021 and the Third Amendment to Agreement and Plan of Merger dated as of June 14, 2021 (“Merger Agreement”), by and among Property Solutions Acquisition Corp., a Delaware corporation (“PSAC”), PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and FF, which, among other things, provides for Merger Sub to be merged with and into FF, with FF continuing as the surviving company and a wholly-owned subsidiary of PSAC (the “Business Combination”).

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the FF board of directors to request that holders of FF shares with voting rights execute and return written consents or proxies to adopt and approve the Merger Agreement (including, but not limited to, the Plan of Merger, attached as Exhibit D thereto) and the Business Combination and the ancillary documents thereto (the “FF merger proposal”).

After consideration, FF’s board of directors unanimously approved and declared advisable the Merger Agreement and the Business Combination upon the terms and conditions set forth in the Merger Agreement, and unanimously determined that the Merger Agreement and the Business Combination are in the best interests of FF and its shareholders. FF’s board of directors unanimously recommends that FF shareholders with voting rights approve the FF merger proposal.

Only FF shareholders of record holding shares with voting rights as of the close of business on June 21, 2021, (the “FF Record Date”), will be entitled to execute and deliver a written consent or vote on the FF merger proposal. As of the close of business on the FF Record Date, there were 1,150,642,259 FF shares with voting rights outstanding.

The approval of the FF merger proposal requires approval by special resolution, being the affirmative vote or consent of the holders of a majority of not less than two-thirds of the voting power of such FF shareholders as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of FF of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each FF shareholder is entitled; or approved in writing by all of the FF shareholders entitled to vote at a general meeting of FF in relation thereto, in one or more instruments each signed by one or more of such FF shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

Concurrently with the execution of the Merger Agreement, PSAC and FF entered into support agreements with certain FF shareholders (the “Supporting FF Shareholders”), requiring each Supporting FF Shareholder to approve and vote in favor of the Business Combination, subject to the terms and conditions set forth therein. The FF shares that are owned by the Supporting FF Shareholders and that are subject to the support agreements represent 100% of the voting power of FF, in each case, as of June 21, 2021; accordingly, FF expects to have the required votes to obtain the FF shareholder approval required under the Merger Agreement.

You may consent to or vote in favor of the FF merger proposal with respect to your FF shares by completing, dating and signing the written consent or proxy enclosed with this proxy statement/consent solicitation statement/prospectus and promptly returning it to FF by the consent or voting deadline.

Once you have completed, dated and signed the written consent, you may deliver it to FF by emailing a .pdf copy to Jarret Johnson, General Counsel of FF, at jarret.johnson@ff.com or by mailing your written consent or proxy to FF Intelligent Mobility Global Holdings Ltd., 18455 S. Figueroa Street, Gardena, California 90248, Attention: General Counsel.

FF’s board of directors has set           , 2021 as the consent or voting deadline. FF reserves the right to extend the consent or voting deadline beyond           , 2021. Any such extension may be made without notice to FF shareholders.

By Order of the Board of Directors FF Intelligent Mobility Global Holdings Ltd.

 

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The information in this proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 23, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

PROPERTY SOLUTIONS ACQUISITION CORP.

____________________________________

PROSPECTUS FOR UP TO 218,303,085 SHARES OF CLASS A COMMON STOCK
AND 63,217,000 SHARES OF CLASS B COMMON STOCK
OF
PROPERTY SOLUTIONS ACQUISITION CORP.

____________________________________

The board of directors of Property Solutions Acquisition Corp., a Delaware corporation (“PSAC”), has unanimously approved the Agreement and Plan of Merger, dated as of January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021, the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021 and the Third Amendment to Agreement and Plan of Merger dated as of June 14, 2021 (“Merger Agreement”), by and among PSAC, 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 (“FF”) which, among other things, provides for Merger Sub to be merged with and into FF, with FF continuing as the surviving company and a wholly-owned subsidiary of PSAC. As a result of and upon consummation of the transactions contemplated by the Merger Agreement, FF will become a wholly-owned subsidiary of PSAC, which will change its name to “Faraday Future Intelligent Electric Inc.” as described in this proxy statement/consent solicitation statement/prospectus, with the former securityholders of FF becoming securityholders of PSAC (such transaction, the “Business Combination,” and the post-Business Combination entity being referred to as “PSAC” or the “New FF”).

Pursuant to the Merger Agreement, the outstanding FF shares (other than the outstanding FF shares held by FF Top Holding LLC, (f/k/a FF Top Holding Ltd.) (“FF Top”)), the outstanding FF converting debt and certain other outstanding liabilities of FF will be converted into 149,732,268 shares of new Class A common stock of New FF following the Business Combination and, for FF Top, 63,217,000 shares of new Class B common stock of New FF following the Business Combination, with each such outstanding FF share (or indicative FF share, with respect to such outstanding FF converting debt and such other outstanding liabilities of FF) converted into a number of shares of new Class A common stock (or, in the case of FF Top, shares of new Class B common stock) of New FF following the Transactions equal to an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to (i)(A) the number of shares of New FF common stock following the Transactions equal to the quotient of (A) $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of New FF common stock following the Transactions, plus any additional bridge loan in an amount not to exceed $140,000,000), divided by (B) $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon attaining certain price thresholds (the “Earnout Shares”), and the denominator of which is equal to the sum of (y) the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes, and (z) the indicative number of FF shares with respect to the outstanding FF converting debt.

Immediately after the closing of the Business Combination, assuming that no public stockholder exercises its redemption rights, FF stakeholders will own 212,949,268 shares or approximately 66.0% of the voting control and shares of New FF common stock to be outstanding immediately after the Business Combination, which includes the potential issuance of approximately 10,582,216 shares of New FF Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash upon closing of the Business Combination, current PSAC stockholders will own 30,206,511 shares or approximately 9.4% of the voting control and shares of New FF common stock, and the remaining 79,500,000 shares or 24.6% of the voting control and shares and will be held by the investors purchasing PSAC common stock in the private placement. After such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion, holders of shares of New FF Class B common stock will be entitled to ten votes for each such share, which will cause FF stakeholders to own 87.7% of the voting control of New FF, current PSAC stockholders will own approximately 3.4% of the voting control of New FF and approximately 8.9% of the voting control of New FF will be held by the investors purchasing PSAC common stock in the Private Placement.

Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the Business Combination (and by its terms will not terminate upon the closing of the Business Combination) will remain outstanding and convert into the right to purchase a number of shares of New FF Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate amount of shares of Class A common stock issuable upon exercise of such options and warrants to be 43,570,817. Accordingly, this prospectus covers up to an aggregate of 281,520,085 shares of PSAC common stock.

Additionally, FF shareholders will have the contingent right to receive certain Earnout Shares as described herein. See the section entitled “The Business Combination” for further information on the consideration being paid to FF shareholders.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/consent solicitation statement/prospectus will be presented at the Special Meeting of stockholders of PSAC scheduled to be held on           , 2021.

PSAC’s units, common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols PSACU, PSAC and PSACW, respectively. PSAC intends to apply for listing under the name “Faraday Future Intelligent Electric Inc.”, to be effective at the time of the Business Combination, of its shares of common stock and warrants on the Nasdaq Stock Market under the proposed symbols FFIE and FFIEW, respectively. PSAC will not have units traded following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that PSAC’s shares of common stock are approved for listing on the Nasdaq Stock Market, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Transactions will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties.

PSAC is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the Special Meeting of PSAC’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors.” These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/consent solicitation statement/prospectus incorporates important business and financial information about PSAC that is not included in or delivered with this proxy statement/consent solicitation statement/prospectus. You can obtain such information by visiting the Securities and Exchange Commission’s website at www.sec.gov or requesting such information in writing or by telephone from PSAC at the following address:

Jordan Vogel
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Tel: (646) 502
-9845

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by          , 2021 (five business days prior to the meeting date) in order to receive them before the Special Meeting of PSAC stockholders.

This proxy statement/consent solicitation statement/prospectus is dated           , 2021, and is first being mailed to PSAC security holders on or about           , 2021.

 

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TABLE OF CONTENTS

 

Page

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

 

ii

FREQUENTLY USED TERMS

 

v

SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

8

SELECTED HISTORICAL FINANCIAL INFORMATION OF FF

 

21

SELECTED HISTORICAL FINANCIAL INFORMATION OF PSAC

 

23

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

24

COMPARATIVE PER SHARE DATA

 

27

FORWARD-LOOKING STATEMENTS

 

29

RISK FACTORS

 

31

SPECIAL MEETING OF PSAC STOCKHOLDERS

 

73

FF’S SOLICITATION OF WRITTEN CONSENTS OR PROXIES

 

78

THE BUSINESS COMBINATION PROPOSAL

 

80

THE MERGER AGREEMENT

 

94

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

102

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

105

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

112

THE CHARTER PROPOSALS

 

125

THE DIRECTOR ELECTION PROPOSAL

 

127

MANAGEMENT OF NEW FF FOLLOWING THE BUSINESS COMBINATION

 

128

THE INCENTIVE PLAN PROPOSAL

 

136

EXECUTIVE AND DIRECTOR COMPENSATION

 

143

THE NASDAQ PROPOSAL

 

151

THE ADJOURNMENT PROPOSAL

 

152

OTHER INFORMATION RELATED TO PSAC

 

153

BUSINESS OF FF

 

161

FF’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

182

BENEFICIAL OWNERSHIP OF SECURITIES

 

207

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

210

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

217

DESCRIPTION OF NEW FF SECURITIES

 

223

PSAC SECURITIES AND DIVIDENDS

 

227

APPRAISAL RIGHTS

 

228

OTHER STOCKHOLDER COMMUNICATIONS

 

228

LEGAL MATTERS

 

229

EXPERTS

 

229

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

229

WHERE YOU CAN FIND MORE INFORMATION

 

230

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1

Annex A

 

A-1

Annex B

 

B-1

Annex C

 

C-1

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

•        The parties to the Business Combination are PSAC, Merger Sub and FF. Pursuant to the Merger Agreement, Merger Sub will merge with and into FF, with FF surviving as a wholly-owned subsidiary of PSAC. See the section entitled “The Merger Agreement.

•        Under the Merger Agreement, the outstanding FF shares (other than the outstanding FF shares held by FF Top), the outstanding FF converting debt and certain other outstanding liabilities of FF will be converted into 149,732,268 shares of new Class A common stock of New FF following the Transactions (defined below) and, for FF Top, 63,217,000 shares of new Class B common stock of New FF following the Transactions, with each such outstanding FF share (or indicative FF share, with respect to such outstanding FF converting debt and such other outstanding liabilities of FF) converted into a number of shares of new Class A common stock (or, in the case of FF Top, shares of new Class B common stock) of New FF following the Transactions equal to an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to (i) the number of shares of New FF common stock following the Transactions equal to the quotient of (A) $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of New FF common stock following the Transactions, plus any additional bridge loan in an amount not to exceed $140,000,000), divided by (B) $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds (the “Earnout Shares”), and the denominator of which is equal to the sum of (y) the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes, and (z) the indicative number of FF shares with respect to the outstanding FF converting debt. Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the Business Combination (and by its terms will not terminate upon the closing of the Business Combination) will remain outstanding and convert into the right to purchase a number of shares of New FF Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate amount of shares of Class A common stock issuable upon exercise of such options and warrants to be 43,570,817. FF shareholders will also have the contingent right to receive Earnout Shares in an amount of up to 25,000,000 shares of New FF common stock in two tranches upon the occurrence of certain triggering events. See the section entitled “The Business Combination Proposal — Structure of the Transactions.”

•        Immediately following the closing of the Business Combination, former FF shareholders and converting FF debtholders will hold 212,949,268 shares or approximately 66.0% of the voting control and issued and outstanding shares of New FF common stock, which includes the potential issuance of approximately 10,582,216 shares of New FF Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash upon closing of the Business Combination, and current stockholders of PSAC will hold 30,206,511 shares or approximately 9.4% of the voting control and issued and outstanding shares of New FF common stock, and the remaining 79,500,000 shares or 24.6% of the voting control and shares will be held by the investors purchasing PSAC common stock in the Private Placement (defined below), in each case, based on the number of shares of PSAC common stock outstanding as of June 21, 2021 (assuming no holder of PSAC’s Public Shares (as defined below) exercises redemption rights as described in this proxy statement/consent solicitation statement/prospectus and without regard to any shares issuable upon exercise of options or warrants and any Earnout Shares). After such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion, holders of Class B shares will be entitled to ten votes for each such share, which will cause FF stakeholders to own 87.7% of the voting control of New FF, current PSAC stockholders will own approximately 3.4% of the voting control of New FF and approximately 8.9% of the voting control of New FF will be held by the investors purchasing PSAC common stock in the private placement. See the section entitled “The Business Combination Proposal — Structure of the Transactions.”

•        The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of PSAC and FF; (ii) by either PSAC or FF if the transactions are not consummated on or before six months after the date of the signing of the Merger

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Agreement, provided that a breach of the Merger Agreement by the terminating party shall not have been the primary cause of the failure to close by such date; (iii) by either PSAC or FF if consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable order, decree or ruling of a governmental entity or a statue, rule or regulation, provided that a breach of the Merger Agreement the terminating party shall not have been the primary cause thereof; (iv) by either PSAC or FF if the other party has breached any of its representations, warranties or covenants, such that the closing conditions would not be satisfied at the closing of the Business Combination, and has not cured such breach within forty-five (45) days (or any shorter time period that remains prior to the termination date provided in clause (ii) above) of notice from the other party of its intent to terminate, provided that a breach of the Merger Agreement by the terminating party shall not have been the primary cause of the failure to close by such date; (v) by PSAC if FF shareholder approval of the Business Combination has not been obtained by the later of (A) the date that is ten days following the date that this proxy statement/consent solicitation statement/prospectus is disseminated by FF to its stockholders and (B) the date of the Special Meeting; or (vi) by either PSAC or FF if, at the Special Meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting). See the section entitled “The Merger Agreement — Termination.”

•        In addition to voting on the business combination proposal, PSAC stockholders will vote on separate proposals to approve amendments to PSAC’s current amended and restated certificate of incorporation to: (i) change the name of the public entity from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.”; (ii) increase PSAC’s authorized shares from 50,000,000 authorized shares of a single class of common stock and 1,000,000 authorized shares of preferred stock to 750,000,000 authorized shares of Class A common stock, 75,000,000 authorized shares of Class B common stock, and 10,000,000 authorized shares of preferred stock; (iii) amend the voting rights of PSAC stockholders such that each share of Class B common stock will be entitled to ten votes for each such share after such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion; (iv) delete the various provisions in PSAC’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time); (v) add provisions authorizing New FF’s board of directors to issue preferred stock, rights, warrants and options without shareholder approval; and (vi) amend the choice of forum provisions to permit only federal district courts to consider claims arising under the Securities Act. See the section entitled “The Charter Proposals.”

•        The stockholders of PSAC will also consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance by PSAC of common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. Pursuant to the Subscription Agreements, the Subscription Investors agreed to subscribe for and purchase and PSAC agreed to issue and sell to the Subscription Investors an aggregate of 79,500,000 shares of PSAC common stock for a purchase price of $10.00 per share, or an aggregate of $795 million in gross cash proceeds, in the Private Placement. See the section entitled “The Nasdaq Proposal.”

•        PSAC stockholders will also vote on proposals (x) to approve of the appointment of nine directors who, upon consummation of the Business Combination, will become the directors of New FF, (y) to approve the Faraday Future Intelligent Electric Inc. 2021 Stock Incentive Plan and (z) to approve, if necessary, an adjournment of the Special Meeting. See the sections entitled “The Director Election Proposal,” “The Incentive Plan Proposal” and “The Adjournment Proposal.”

•        Upon completion of the Business Combination, if management’s nominees are elected, the directors of New FF will be Dr. Carsten Breitfeld (FF’s Global Chief Executive Officer), Matthias Aydt (FF’s Senior Vice President of Business Development and Product Definition), Qing Ye (FF’s Vice President of Business Development and FF PAR), Jordan Vogel (PSAC’s current Chairman and Co-Chief Executive Officer), Lee Liu, Brian Krolicki, Edwin Goh, Susan G. Swenson and Scott D. Vogel. See the section entitled “The Director Election Proposal.”

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•        Upon completion of the Business Combination, the executive officers of New FF will include Dr. Carsten Breitfeld as Global Chief Executive Officer, Zvi Glasman as Chief Financial Officer and the other persons described under the section entitled “Management of New FF.”

•        Pursuant to the Registration Rights Agreement, certain FF shareholders, the holders of the Private Shares and certain other PSAC stockholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of their shares of New FF common stock, subject to certain conditions set forth therein. See the section entitled “Certain Agreements Related to the Business Combination — Registration Rights Agreement.”

•        Concurrently with the execution of the Merger Agreement, certain FF shareholders have entered into support agreements with PSAC and FF pursuant to which they have agreed to approve or vote in favor of the Business Combination, subject to the terms and conditions set forth in such support agreements. See the section entitled “Certain Agreements Related to the Business Combination — Shareholder Support Agreements.”

•        PSAC and FF Top are expected to enter into the Shareholder Agreement at the closing of the Transactions pursuant to which (a) PSAC and FF Top will agree on the initial composition of New FF’s board of directors and (b) so long as FF Top’s beneficially owns issued and outstanding shares of New FF common stock representing in excess of 5% voting power, FF Top will have the right to nominate a specified number of directors on New FF’s board of directors based on FF Top’s voting power of the issued and outstanding shares of New FF common stock, a sufficient number of which will be independent such that New FF’s board of directors would be comprised of a majority of independent directors assuming the election of the FF Top designees and the other members of New FF’s board of directors until New FF is a “controlled company” as defined in the rules of the national securities exchange on which the New FF common stock is listed. See the section entitled “Certain Agreements Related to the Business Combination — Shareholder Agreement.”

•        As of June 21, 2021, the record date, the Sponsor, including PSAC’s directors and officers, beneficially owned and was entitled to vote an aggregate of 6,227,812 Private Shares that were issued prior to or concurrently with PSAC’s initial public offering. Such shares currently constitute approximately 21% of the outstanding shares of PSAC’s common stock. The Sponsor and PSAC’s directors and officers have agreed to vote such Private Shares, as well as any shares of PSAC common stock acquired in the aftermarket, in favor of the business combination proposal. The Sponsor and PSAC’s directors and officers also intend to vote their shares in favor of all other proposals being presented at the meeting. See the section entitled “Special Meeting of PSAC Stockholders — Sponsor.”

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FREQUENTLY USED TERMS

As used in this proxy statement/consent solicitation statement/prospectus:

2021 Plan” means the Faraday Future Intelligent Electric Inc. 2021 Stock Incentive Plan;

Business Combination” or “business combination” means the Merger and the other transactions contemplated by the Merger Agreement and related agreements;

Class A common stock” means PSAC’s Class A common stock, par value $0.0001, following the Business Combination;

Class B common stock” means PSAC’s Class B common stock, par value $0.0001, following the Business Combination;

Code” means the Internal Revenue Code of 1986, as amended;

Companies Act” means the Companies Act of the Cayman Islands (2020 Revision);

Creditors Trust” means Founding Future Creditors Trust;

DGCL” means the General Corporation Law of the State of Delaware;

EarlyBird” means EarlyBirdCapital, Inc., a holder of Private Shares;

Earnout Period” means to the five-year period following the closing of the Business Combination;

Earnout Shares” means the up to 25,000,000 additional shares of New FF common stock that New FF may issue to FF shareholders during the Earnout Period in accordance with the Merger Agreement;

Earnout Triggering Event I” means the date on which the volume-weighted average sale price of one share of New FF common stock on the exchange on which the shares of New FF common stock are then listed is greater than $13.50 for any period of twenty trading days out of thirty consecutive trading days within the Earnout Period;

Earnout Triggering Event II” means the date on which the volume-weighted average sale price of one share of New FF common stock on the exchange on which the shares of New FF common stock are then listed is greater than $15.50 for any period of twenty trading days out of thirty consecutive trading days within the Earnout Period;

Earnout Triggering Events” are to the Earnout Triggering Event I and the Earnout Triggering Event II;

Exchange Act” means the Securities Exchange Act of 1934, as amended;

FASB” means the Financial Accounting Standards Board;

FF” means FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands;

FF converting debt” means all of the issued and outstanding indebtedness of FF or any of its Subsidiaries set forth on the allocation schedule in the Merger Agreement, which indebtedness will be converted into the right to receive shares of New FF common stock pursuant to the terms of the Merger Agreement;

FF option” means an option to purchase FF shares;

FF shares” means collectively, FF’s Class A ordinary shares, par value $0.00001 per share, FF’s Class B ordinary shares, par value $0.00001 per share, FF’s Class A-1 preferred shares, par value $0.00001 per share, FF’s Class A-2 preferred shares, par value $0.0000 per share, FF’s Class A-3 preferred shares, par value $0.00001 per share, FF’s Class B preferred shares, par value $0.00001 per share and FF’s redeemable preferred shares, par value $0.00001 per share;

FF warrant” means a warrant to purchase FF shares;

FF Top” means FF Top Holding LLC (f/k/a FF Top Holding Ltd.);

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Founder Shares” means the 5,744,392 shares of common stock of PSAC that were issued to the Sponsor prior to PSAC’s initial public offering;

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

JOBS Act” means the Jumpstart Our Business Startups Act;

Marcum” means Marcum LLP, an independent registered public accounting firm, serving as PSAC’s auditors;

Merger” means the merger of Merger Sub with and into FF with FF surviving the merger as a wholly-owned subsidiary of PSAC;

Merger Agreement” means the Agreement and Plan of Merger, dated as of January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021, the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021 and the Third Amendment to Agreement and Plan of Merger dated as of June 14, 2021, by and among PSAC, Merger Sub and FF;

“Merger Sub” means PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of PSAC;

New FF” means Property Solutions Acquisition Corp., a Delaware corporation, after the Business Combination, which is expected to be renamed “Faraday Future Intelligent Electric Inc.” upon the consummation of the Business Combination;

Private Placement” means the private placement of an aggregate of 79,500,000 shares of PSAC common stock with the Subscription Investors pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, for a purchase price of $10.00 per share to PSAC, or an aggregate amount of $795 million in gross cash proceeds, pursuant to the Subscription Agreements;

Private Shares” means (i) the Representative Shares, (ii) the Founder Shares and (iii) the 594,551 shares of common stock contained in the units purchased by the Sponsor and EarlyBird in connection with PSAC’s initial public offering;

Private Warrants” means the 594,551 warrants of PSAC contained in the units purchased by the Sponsor and EarlyBird in connection with PSAC’s initial public offering;

PSAC” means Property Solutions Acquisition Corp., a Delaware corporation;

PSAC common stock” means (i) immediately following the Transactions, the Class A common stock and Class B common stock (which is also referred to herein as “New FF common stock”) and (ii) prior to the Transactions, the shares of common stock of PSAC, par value $0.0001 per share;

Public Shares” means the shares of common stock included in the units issued in PSAC’s initial public offering (excluding the Private Shares);

Public Stockholder” means a holder of Public Shares, including the Sponsor to the extent it holds Public Shares, provided, that the Sponsor will be considered a “Public Stockholder” only with respect to any Public Shares held by it;

Public Warrants” means the warrants included in the units issued in PSAC’s initial public offering (excluding the Private Warrants);

Registration Rights Agreement” means that certain registration rights agreement to be entered into in connection with the consummation of the Business Combination among PSAC, the Sponsor, EarlyBird and certain FF shareholders;

Representative Shares” means the 200,000 shares of common stock issued to designees of EarlyBird as underwriters’ compensation.

SEC” means the Securities and Exchange Commission;

Securities Act” means the Securities Act of 1933, as amended;

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Shareholder Agreement” means that certain shareholder agreement to be entered into in connection with the consummation of the Business Combination between PSAC and FF Top;

Special Meeting” means the special meeting of the stockholders of PSAC that is the subject of this proxy statement/consent solicitation statement/prospectus;

Sponsor” means Property Solutions Acquisition Sponsor, LLC;

Subscription Agreements” means, collectively, the subscription agreements, dated January 27, 2021, by and between PSAC and the Subscription Investors;

Subscription Investors” means the accredited investors or qualified institutional buyers with whom PSAC entered into the Subscription Agreements;

“Supporting FF Shareholders” means FF Top, Season Smart Ltd. and the Creditors Trust;

“Transactions” means the Business Combination and the Private Placement, taken together; and

U.S. GAAP” means generally accepted accounting principles in the United States.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/consent solicitation statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to PSAC stockholders. Stockholders are urged to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the Special Meeting.

Q.     Why am I receiving this proxy statement/consent solicitation statement/prospectus?

A.     PSAC and FF have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/consent solicitation statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and PSAC encourages its stockholders to read it in its entirety. PSAC’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement, which, among other things, provides for Merger Sub to merge with and into FF, with FF continuing as the surviving company and a wholly-owned subsidiary of PSAC. See the section entitled “The Business Combination Proposal.”

Q.     Are there any other matters being presented to stockholders at the meeting?

A.     In addition to voting on the Business Combination, the stockholders of PSAC will vote on the following:

1.      Separate proposals to approve amendments to PSAC’s current amended and restated certificate of incorporation: (i) change the name of the public entity from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.”; (ii) increase PSAC’s authorized shares from 50,000,000 authorized shares of a single class of common stock and 1,000,000 authorized shares of preferred stock to 750,000,000 authorized shares of Class A common stock, 75,000,000 authorized shares of Class B common stock, and 10,000,000 authorized shares of preferred stock; (iii) amend the voting rights of PSAC stockholders such that each share of Class B common stock will be entitled to ten votes for each such share after such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion; (iv) delete the various provisions in PSAC’s current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time); (v) add provisions authorizing New FF’s board of directors to issue preferred stock, rights, warrants and options without shareholder approval; and (vi) amend the choice of forum provisions to permit only federal district courts to consider claims arising under the Securities Act. See the section entitled “The Charter Proposals.”

2.      To elect nine directors who, upon consummation of the Transactions, will be the directors of New FF. See the section entitled “The Director Election Proposal.”

3.      To approve the 2021 Plan. See the section entitled “The Incentive Plan Proposal.”

4.      To approve the issuance of common stock for purposes of complying with applicable Nasdaq listing rules. See the section entitled “The Nasdaq Proposal.”

5.      To adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if PSAC would not have been able to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

PSAC will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

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Consummation of the Transactions is conditioned on approval of each of the business combination proposal, the charter proposals, director election proposal, the Nasdaq proposal and the incentive plan proposal. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus.

Q.     What will FF shareholders and holders of FF options, FF warrants or FF converting debt receive in the Business Combination?

A.     If the Business Combination is completed, the outstanding FF shares (other than the outstanding FF shares held by FF Top), the outstanding FF converting debt and certain other outstanding liabilities of FF shall be converted into an aggregate of 149,732,268 shares of new Class A common stock of New FF following the Transactions and, for FF Top, 63,217,000 shares of new Class B common stock of New FF following the Transactions, with each such outstanding FF share (or indicative FF share, with respect to such outstanding FF converting debt and such other outstanding liabilities of FF) converted into a number of shares of new Class A common stock (or, in the case of FF Top, shares of new Class B common stock) of New FF following the Transactions equal to the Exchange Ratio, the numerator of which is equal to (i) the number of shares of New FF common stock following the Transactions equal to the quotient of (A) $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of New FF common stock following the Transactions, plus any additional bridge loan in an amount not to exceed $140,000,000), divided by (B) $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds, and the denominator of which is equal to the sum of (y) the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes, and (z) the indicative number of FF shares with respect to the outstanding FF converting debt. Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the Business Combination (and by its terms will not terminate upon the closing of the Business Combination) will remain outstanding and convert into the right to purchase a number of shares of New FF Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate amount of shares of Class A common stock issuable upon exercise of such options and warrants to be 43,570,817. FF shareholders will also have the contingent right to receive up to 25,000,000 shares of New FF common stock in two tranches upon the occurrence of certain triggering events as set forth in the Merger Agreement.

Q.     I am a PSAC warrant holder. Why am I receiving this proxy statement/consent solicitation statement/prospectus?

A.     Upon consummation of the Transactions, the PSAC warrants shall, by their terms, entitle the holders to purchase Class A common stock at a purchase price of $11.50 per share. This proxy statement/consent solicitation statement/prospectus includes important information about PSAC and the business of PSAC and its subsidiaries following consummation of the Transactions. As holders of PSAC warrants will be entitled to purchase shares of Class A common stock upon consummation of the Transactions, you are encouraged to read the information contained in this proxy statement/consent solicitation statement/prospectus carefully.

Q.     Why is PSAC proposing the Business Combination?

A.     PSAC was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On July 24, 2020, PSAC completed its initial public offering of units, with each unit consisting of one share of its common stock and one warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock at a price of $11.50, raising total net proceeds held in the Trust account of $229,775,680 (including a partial exercise of the over-allotment option). Since the initial public offering, PSAC’s activity has been limited to the evaluation of business combination candidates.

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FF is a California-based global shared intelligent mobility ecosystem company founded in 2014 with a vision to disrupt the automotive industry.

With headquarters in Los Angeles, California, FF designs and engineers next-generation smart electric connected vehicles. FF intends to manufacture vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing partner in South Korea. FF has additional engineering, sales, and operational capabilities in China and plans to develop its manufacturing capability in China through a joint venture.

Since its founding, the company has created major innovations in technology and products, and a user centered business model. These innovations are enabling FF to set new standards in luxury and performance that will enhance quality of life and redefine the future of intelligent mobility.

Based on its due diligence investigations of FF and the industry in which it operates, including the financial and other information provided by FF, PSAC believes that FF has a strong position in its industry, the potential for meaningful scale, a very appealing market opportunity and growth profile, the potential for strong profitability and a compelling valuation. As a result, PSAC believes that a business combination with FF will provide PSAC stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Business Combination Proposal — PSAC’s Board of Directors’ Reasons for Approval of the Transactions.”

Q.     What equity stake will current PSAC stockholders and FF stakeholders have in PSAC after the closing of the Business Combination?

A.     Immediately after the closing of the Business Combination, assuming no Public Stockholder exercises its redemption rights, FF stakeholders will own 212,949,268 shares or approximately 66.0% of the voting control and shares of New FF common stock to be outstanding immediately after the Business Combination, which includes the potential issuance of approximately 10,582,216 shares of New FF Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash upon closing of the Business Combination, current PSAC stockholders will own 30,206,511 shares or approximately 9.4% of the voting control and shares of New FF common stock, and the remaining 79,500,000 shares or 24.6% of the voting control and shares will be held by the investors purchasing PSAC common stock in the Private Placement, in each case, based on the number of shares of PSAC common stock outstanding as of June 21, 2021 (in each case, without regard to (i) any shares of New FF common stock issuable upon exercise of options and warrants and (ii) any Earnout Shares). After such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion, holders of shares of New FF Class B common stock will be entitled to ten votes for each such share, which will cause FF stakeholders to own 87.7% of the voting control of New FF, current PSAC stockholders will own approximately 3.4% of the voting control of New FF and approximately 8.9% of the voting control of New FF will be held by the investors purchasing PSAC common stock in the Private Placement.

Q.     Who will be the directors and officers of PSAC after the closing of the Business Combination?

A.     Immediately following the consummation of the Business Combination, if management’s nominees are elected, the board of directors of New FF will consist of Dr. Carsten Breitfeld (FF’s global chief executive officer), Matthias Aydt (FF’s senior vice president of business development and product definition), Qing Ye (FF’s vice president of business development and FF PAR), Jordan Vogel (PSAC’s current chairman and co-chief executive officer), Lee Liu, Brian Krolicki (a director of FF), Edwin Goh, Scott Vogel and Susan G. Swenson. Pursuant to the Shareholder Agreement that will be entered into at the closing of the Business Combination, FF Top will have the right to appoint three directors as of the closing, subject to certain conditions.

Q.     Did the PSAC board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     PSAC’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with FF. The officers and directors of PSAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of

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industries and concluded that their experience and backgrounds, together with the experience and sector expertise of PSAC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with FF. In addition, PSAC’s officers and directors and PSAC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of PSAC’s board of directors in valuing FF’s business, and assuming the risk that the board of directors may not have properly valued such business.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to demand that PSAC convert such shares into a pro rata portion of the cash held in PSAC’s trust. We sometimes refer to these rights to demand conversion of the Public Shares as “redemption rights.”

Under PSAC’s amended and restated certificate of incorporation, the Business Combination may only be consummated if PSAC has at least $5,000,001 of net tangible assets after giving effect to all holders of Public Shares that properly demand conversion of their shares into cash. However, FF is not required to consummate the Transactions if there is not at least $450 million of cash available to be released from PSAC’s trust account and/or received by PSAC under the Subscription Agreements after giving effect to payment of amounts that PSAC will be required to pay to converting stockholders upon consummation of the Business Combination.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that PSAC convert your shares into cash no later than the close of the vote on the business combination proposal by delivering your stock to PSAC’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the vote at the meeting. PSAC’S transfer agent must receive your instruction to redeem by 5:00 pm Eastern Time on           , 2021 in order for your redemption demand to be valid. Any holder of Public Shares, regardless of if they vote for or against the business combination proposal or do not vote at all, will be entitled to demand that such holder’s shares be converted for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $229,788,453, or approximately $10.00 per Public Share, as of June 21, 2021, the record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of PSAC’s Public Stockholder exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal or do not vote at all. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for conversion, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the Special Meeting. If you deliver your shares for conversion to PSAC’s transfer agent and later decide prior to the Special Meeting not to elect conversion, you may request that PSAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting PSAC’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by PSAC’s transfer agent prior to the vote taken on the business combination proposal at the Special Meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.

If demand is properly made by a holder of Public Shares as described above, then, if the Business Combination is consummated, PSAC will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of PSAC common stock for cash and will not be entitled to shares of common stock of PSAC upon consummation of the Transactions.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any PSAC warrants that you may hold. Your whole warrants will become exercisable to purchase one share of common stock of PSAC for a purchase price of $11.50 upon consummation of the Business Combination.

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Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither PSAC stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “Special Meeting of PSAC StockholdersAppraisal Rights.

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     Of the net proceeds of PSAC’s initial public offering, a total of $229,775,680, was placed in the trust account immediately following the initial public offering. After consummation of the Business Combination, the funds in the trust account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for PSAC’s working capital and general corporate purposes.

Q.     What happens if a substantial number of Public Stockholder vote in favor of the business combination proposal and exercise their redemption rights?

A.     PSAC’s Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Public Stockholders is substantially reduced as a result of conversions by Public Stockholders. However, FF is not required to consummate the Transactions if there is not at least $450 million of cash available to be released from PSAC’s trust account and/or received by PSAC under the Subscription Agreements after giving effect to payment of amounts that PSAC will be required to pay to converting stockholders upon consummation of the Transactions. Also, with fewer Public Shares and Public Stockholders, the trading market for PSAC’s shares of common stock may be less liquid than the market for PSAC’s shares of common stock was prior to the Transactions and PSAC may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into FF’s business will be reduced and FF may not be able to achieve its plan of reducing its outstanding indebtedness.

Q.     What happens if the Business Combination is not consummated?

A.     If PSAC does not complete the Business Combination with FF for whatever reason, PSAC would search for another target business with which to complete a business combination. If PSAC does not complete the Business Combination with FF, or another business combination, by April 24, 2022, PSAC must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the trust account. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period, and, accordingly, its Private Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding warrants. Accordingly, the warrants will expire worthless.

Q.     How does the Sponsor of PSAC intend to vote on the proposals?

A.     As of June 21, 2021, the record date, the Sponsor beneficially owned and was entitled to vote an aggregate of 6,227,812 Private Shares that were issued prior to or concurrently with PSAC’s initial public offering. Such shares currently constitute approximately 21% of the outstanding shares of PSAC’s common stock. The Sponsor and PSAC’s directors and officers have agreed to vote such Private Shares, as well as any shares of PSAC common stock acquired in the aftermarket, in favor of the business combination proposal. The Sponsor and PSAC’s directors and officers also intend to vote their shares in favor of all other proposals being presented at the meeting. In connection with PSAC’s initial public offering, EarlyBird had also agreed to vote its shares in favor of the business combination proposal and currently owns 311,131 shares.

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Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is scheduled for            , 2021; however, such meeting could be adjourned or postponed, as described above. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to the Closing of the Business Combination.

Q.     What do I need to do now?

A.     PSAC urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of PSAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of PSAC common stock on the record date, you may vote in person (virtually) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Stockholders may send a later-dated, signed proxy card to PSAC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Special Meeting or attend the Special Meeting in person (virtually) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to PSAC’s transfer agent, which must be received prior to the vote at the Special Meeting.

Q.     What happens if I fail to take any action with respect to the meeting?

A.     If you fail to take any action with respect to the meeting and the Business Combination is approved by stockholders and consummated, you will remain a stockholder of PSAC (to be renamed New FF) and/or your warrants will continue to entitle you to purchase shares of common stock of PSAC (to be renamed New FF).

Q.     What should I do with my stock and/or warrants certificates?

A.     Those stockholders who do not elect to have their PSAC shares converted into the pro rata share of the trust account should not submit their stock certificates now. After the consummation of the Business Combination, PSAC stockholders who do not elect to have their PSAC shares converted into the pro rata share of the trust account will retain their shares of common stock of PSAC, which will be renamed Class A common stock of New FF. PSAC stockholders who exercise their redemption rights must deliver their stock certificates to PSAC’s transfer agent (either physically or electronically) prior to the vote at the meeting as described above.

Upon consummation of the Transactions, PSAC’s warrants, by their terms, will continue to entitle holders to purchase shares of common stock of PSAC, which will be renamed Class A common stock of New FF. Therefore, warrant holders need not deliver their warrants to PSAC at that time.

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Q.     What should I do if I receive more than one set of voting materials?

A.     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your PSAC shares.

Q.     Who can help answer my questions?

A.     If you have questions about the Merger or if you need additional copies of the proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:

Jordan Vogel

Property Solutions Acquisition Corp.

654 Madison Avenue, Suite 1009

New York, New York 10065

Tel: (646) 502-9845

Email: jordan@benchmarkrealestate.com

or:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658 9400

Email: PSAC.info@investor.morrowsodali.com

You may also obtain additional information about PSAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to PSAC’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/consent solicitation statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/consent solicitation statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

PSAC

Property Solutions Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. PSAC was incorporated under the laws of Delaware on February 11, 2020.

On July 24, 2020, PSAC closed its initial public offering of 20,000,000 units, with each unit consisting of one share of its common stock and one warrant, with each whole warrant entitling the holder thereof to purchase one share of its common stock at a purchase price of $11.50 commencing on the later of 30 days after the consummation of a business combination and 12 months from the closing of the initial public offering. The units from the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Simultaneously with the consummation of the initial public offering, PSAC consummated the private sale of 535,000 private units to the Sponsor and EarlyBird at $10.00 per unit for an aggregate purchase price of $5,350,000. A total of $200,000,000, was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

On July 29, 2020, PSAC was notified by the underwriters of their intent to partially exercise their over-allotment option on July 31, 2020. As such, on July 31, 2020, PSAC consummated the sale of an additional 2,977,568 units, at $10.00 per unit, and the sale of an additional 59,551 private units, at $10.00 per private unit, generating total gross proceeds of $30,371,190. A total of $29,775,680 of the net proceeds was deposited into the trust account, bringing the aggregate proceeds held in the trust account to $229,775,680. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-239622) that became effective on July 21, 2020. As of June 21, 2021, the record date, there was $229,788,453 held in the trust account.

PSAC’s units, common stock and warrants are listed on Nasdaq under the symbols PSACU, PSAC and PSACW, respectively. As of January 27, 2021, the date preceding public announcement of the Merger Agreement, the closing price of PSAC common stock was $13.00 per Public Share, the closing price of PSAC’s units was $15.61 and the closing price of PSAC’s public warrants was $2.72.

The mailing address of PSAC’s principal executive office is 654 Madison Avenue, Suite 1009 New York, New York 10065. Its telephone number is (646) 502-9845. After the consummation of the Business Combination, its principal executive office will be that of FF.

Merger Sub

PSAC Merger Sub Ltd. is a wholly-owned subsidiary of PSAC formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of the Cayman Islands on January 27, 2021. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 654 Madison Avenue, Suite 1009 New York, New York 10065. Its telephone number is (646) 502-9845. After the consummation of the Business Combination, it will cease to exist as a stand-alone company and will instead be merged with and into FF.

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FF

FF is a California-based global shared intelligent mobility ecosystem company founded in 2014 with a vision to disrupt the automotive industry.

With headquarters in Los Angeles, California, FF designs and engineers next-generation smart electric connected vehicles. FF intends to start manufacturing vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing partner in South Korea. FF has additional engineering, sales, and operational capabilities in China and plans to develop its manufacturing capability in China through a joint venture.

Since its founding, FF has created major innovations in technology and products, and a user centered business model. These innovations are enabling FF to set new standards in luxury and performance that will enhance quality of life and redefine the future of intelligent mobility.

The mailing address of FF’s principal executive office is 18455 S. Figueroa St., Gardena, CA 90248. Its telephone number is (424) 276-7616.

Emerging Growth Company

PSAC is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, PSAC is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. PSAC has elected to take advantage of such extended transition period.

PSAC will remain an emerging growth company until the earliest of (i) the last day of PSAC’s fiscal year following July 24, 2025 (the fifth anniversary of the consummation of its initial public offering), (ii) the last day of the fiscal year in which the market value of its shares of common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (iii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation) or (iv) the date on which it has issued more than $1.0 billion in non-convertible debt in the prior three-year period.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, Merger Sub will merge with and into FF, with FF surviving the merger. As a result of the Transactions, FF will become a wholly-owned subsidiary of PSAC, with the stockholders of FF becoming stockholders of PSAC.

Under the Merger Agreement, the outstanding FF shares (other than the outstanding FF shares held by FF Top), the outstanding FF converting debt and certain other outstanding liabilities of FF will be converted into 149,732,268 shares of new Class A common stock of New FF following the Transactions and, for FF Top, 63,217,000 shares of new Class B common stock of New FF following the Transactions, with each such outstanding FF share (or indicative FF share, with respect to such outstanding FF converting debt and such other outstanding liabilities of FF) converted into a number of shares of new Class A common stock (or, in the case of FF Top, shares of new Class B common stock) of New FF following the Transactions equal to the Exchange Ratio, the numerator of which is equal to (i) (A) the number of shares of New FF common stock following the Transactions equal to the quotient of (A) $2,716,000,000 (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of New FF common stock following the Transactions, plus any additional bridge loan in an amount not to exceed $140,000,000), divided by (B) $10, minus (ii) an additional 25,000,000 shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds, and the denominator of which is equal to the

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sum of (y) the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes, and (z) the indicative number of FF shares with respect to the outstanding FF converting debt.

Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the Business Combination (and by its terms will not terminate upon the closing of the Business Combination) will remain outstanding and convert into the right to purchase a number of shares of New FF Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate amount of shares of Class A common stock issuable upon exercise of such options and warrants to be 43,570,817. FF shareholders will also have the contingent right to receive up to 25,000,000 additional shares of Class A common stock in the aggregate, referred to herein as the Earnout Shares, in two equal tranches upon the occurrence of each Earnout Triggering Event. Please see the subsection entitled “The Business Combination — Earnout.

Accordingly, this prospectus covers up to an aggregate of 281,520,085 shares of PSAC common stock.

In connection with the Business Combination, each outstanding share of PSAC’s common stock, by its terms, will automatically convert into one share of Class A common stock upon consummation of the Business Combination. Each outstanding warrant of PSAC entitles the holder thereof to purchase shares of Class A common stock beginning on the later of 30 days after the consummation of a business combination and 12 months from the closing of the initial public offering.

Organizational Structure

The chart below shows the organizational structure of FF and its material subsidiaries as of the date hereof. FF expects that the following organizational structure will remain the same following the Business Combination (apart from PSAC owning 100% of FF Intelligent Mobility Global Holdings Ltd.).

Pro Forma Ownership of Former Holders of FF Shares and PSAC Holders

After the closing of the Transactions, former FF shareholders and certain FF converting debtholders will hold 212,949,268 shares or approximately 66.0% of the voting control and issued and outstanding shares of common stock of New FF, which includes the potential issuance of approximately 10,582,216 shares of New FF Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash upon closing of the Business Combination, and current stockholders of PSAC will hold 30,206,511 shares or approximately 9.4% of the voting control and issued and outstanding shares of New FF, and the remaining 79,500,000 shares or 24.6% of the voting control and shares will be held by the investors purchasing PSAC common stock in the Private Placement, in each case, based on the number of shares of PSAC common stock outstanding as of June 21, 2021 (assuming no holder of PSAC’s Public Shares exercises redemption rights as described in this proxy statement/consent solicitation statement/prospectus and without regard to any shares issuable upon exercise of options or warrants and (ii) any Earnout Shares). After such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion, holders of shares of New FF Class B common stock will be entitled to ten votes for each such share, which will cause FF stakeholders to

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own 87.7% of the voting control of New FF, current PSAC stockholders will own approximately 3.4% of the voting control of New FF and approximately 8.9% of the voting control of New FF will be held by the investors purchasing PSAC common stock in the Private Placement.

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — PSAC’s Board of Directors’ Reasons for Approval of the Transactions,” PSAC’s board of directors concluded that the Transactions met all of the requirements disclosed in the prospectus for its initial public offering, including that such business had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). See the section entitled “The Business Combination Proposal — Structure of the Transactions” for more information.

Additional Matters Being Voted On

The Charter Proposals

In addition to voting on the business combination proposal, the stockholders of PSAC will vote on separate proposals to approve amendments to PSAC’s current amended and restated certificate of incorporation: (i) change the name of the public entity from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.”; (ii) increase PSAC’s authorized shares from 50,000,000 authorized shares of a single class of common stock and 1,000,000 authorized shares of preferred stock to 750,000,000 authorized shares of Class A common stock, 75,000,000 authorized shares of Class B common stock, and 10,000,000 authorized shares of preferred stock; (iii) amend the voting rights of shareholders such that each share of Class B common stock will be entitled to ten votes for each such share after such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion; (iv) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time); (v) add provisions authorizing New FF’s board of directors to issue preferred stock, rights, warrants and options without shareholder approval; and (vi) amend the choice of forum provisions to permit only federal district courts to consider claims arising under the Securities Act. See the section entitled “The Charter Proposals.”

The Director Election Proposal

The stockholders of PSAC will also vote to elect nine directors who, upon consummation of the Transactions, will be the directors of New FF. If management’s nominees are elected, such directors will serve until the general meeting to be held in 2022 and, in each case, until their successors are elected and qualified or their earlier resignation or removal. See the section entitled “The Director Election Proposal.”

The Incentive Plan Proposal

The proposed 2021 Plan will reserve up to 49,573,570 shares of common stock of PSAC for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide PSAC’s and its subsidiaries’ officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to PSAC’s growth and profitability, with an incentive to assist PSAC in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in PSAC. The plan is attached as Annex C to this proxy statement/consent solicitation statement/prospectus. You are encouraged to read the plan in its entirety. See the section entitled “The Incentive Plan Proposal.”

The Nasdaq Issuance Proposal

The stockholders will consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance by PSAC of common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. See the section entitled “The Nasdaq Proposal.”

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The Adjournment Proposal

If PSAC does not have sufficient proxies to approve one or more of the foregoing proposals, PSAC’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies. See the section entitled “The Adjournment Proposal.”

Sponsor

As of June 21, 2021, the record date, the Sponsor beneficially owned and was entitled to vote an aggregate of 6,227,812 Private Shares that were issued prior to or concurrently with PSAC’s initial public offering. Such shares currently constitute approximately 21% of the outstanding shares of PSAC’s common stock. The Sponsor and PSAC’s directors and officers have agreed to vote such Private Shares, as well as any shares of PSAC common stock acquired in the aftermarket, in favor of the business combination proposal. The Sponsor and PSAC’s directors and officers also intend to vote their shares in favor of all other proposals being presented at the meeting. The Private Shares held by the Sponsor have no right to participate in any redemption distribution and will be worthless if no business combination is effected by PSAC.

In connection with the initial public offering, the Sponsor entered into an escrow agreement pursuant to which the Founder Shares are held in escrow and may not be transferred (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of PSAC’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial business combination or (ii) PSAC (or any successor entity) consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Private Shares held by the Sponsor as a result of its purchase of private units are not transferable by the Sponsor until the closing of an initial business combination.

Date, Time and Place of Special Meeting of PSAC’s Stockholders

The Special Meeting of stockholders of PSAC will be held at 11:00 a.m., Eastern time, on            , 2021, in a virtual format, to consider and vote upon the business combination proposal, the charter proposals, the incentive plan proposal, the director election proposal, the Nasdaq proposal and/or if necessary, the adjournment proposal to permit further solicitation and vote of proxies if PSAC does not have sufficient proxies to approve the foregoing proposals. PSAC stockholders may attend, vote and examine the list of PSAC stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/propertysolutionsacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the novel coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of PSAC common stock at the close of business on June 21, 2021, which is the record date for the Special Meeting. Stockholders will have one vote for each share of PSAC common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. PSAC warrants do not have voting rights. On the record date, there were 29,516,511 shares of PSAC common stock outstanding, of which 22,977,568 were Public Shares, 311,131 were shares held by EarlyBird, and the rest being held by the Sponsor.

Quorum and Vote of PSAC Stockholders

A quorum of PSAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Sponsor holds 21% of the outstanding shares of PSAC common stock. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in

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favor of the proposals presented at the Special Meeting. In connection with PSAC’s initial public offering, EarlyBird had also agreed to vote its shares in favor of the business combination proposal and currently owns 311,131 shares. The proposals presented at the Special Meeting will require the following votes:

•        The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of common stock on the record date. There are currently 29,516,511 shares of PSAC common stock outstanding so at least 14,758,256 shares must be voted in favor to pass the proposal. The Sponsor owns an aggregate of 6,227,812 shares of PSAC common stock and have agreed to vote in favor of the proposal so only 8,530,444 Public Shares are required to be voted in favor of the proposal for it to be approved.

•        The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of PSAC common stock on the record date.

•        The election of directors requires a plurality vote of the shares of common stock present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

•        The approval of the incentive plan proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting.

•        The approval of the Nasdaq proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting.

•        The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting.

Abstentions and broker non-votes will have the same effect as a vote “against” the business combination proposal and the charter proposals. With respect to the incentive plan proposal and adjournment proposal, if presented, abstentions will have the same effect as a vote “against” such proposals while broker non-votes will have no effect on such proposals. With respect to the director election proposal, abstentions and broker non-votes will have no effect on such proposal.

Consummation of the Transactions is conditioned on approval of each of the business combination proposal, the charter proposals and director election proposal. If any proposal is not approved, the other proposals will not be presented to the stockholders for a vote.

Redemption Rights

Pursuant to PSAC’s amended and restated certificate of incorporation, a holder of Public Shares may demand that PSAC convert such shares into cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares only if they demand that PSAC convert their shares into cash no later than the close of the vote on the business combination proposal by delivering their stock to PSAC’s transfer agent prior to the vote at the meeting. PSAC’S transfer agent must receive instruction to redeem by 5:00 pm Eastern Time on               , 2021 in order for such redemption demands to be valid. If the Business Combination is not completed, these shares will not be converted into cash. If a holder of Public Shares properly demands conversion, PSAC will convert each Public Share into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of June 21, 2021, the record date, this would amount to approximately $10.00 per Public Share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of PSAC common stock for cash and will no longer own the shares. See the section entitled “Special Meeting of PSAC Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The Business Combination will not be consummated if PSAC has net tangible assets of less than $5,000,001 after taking into account holders of Public Shares that have properly demanded conversion of their shares into cash. Further, the Merger Agreement provides that FF is not required to consummate the Transactions if immediately prior to the consummation of the Transactions, PSAC does not have at least $450 million of cash available to be released from the trust account and/or received by PSAC under the Subscription Agreements after giving effect to payment

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of amounts that PSAC will be required to pay to converting stockholders upon consummation of the Transactions. If FF does not waive its termination right and PSAC has less than the required amount in trust and/or from the Subscription Agreements, the Transactions will not be consummated.

Holders of PSAC warrants will not have redemption rights with respect to such securities.

Appraisal Rights

PSAC stockholders and PSAC warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. PSAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of PSAC Stockholders — Revoking Your Proxy.”

Interests of PSAC’s Directors and Officers in the Business Combination

When you consider the recommendation of PSAC’s board of directors in favor of approval of the business combination proposal, you should keep in mind that PSAC’s Sponsor and its directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

•        If the Business Combination with FF, or another business combination, is not consummated by April 24, 2022, PSAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 6,227,812 Private Shares held by PSAC’s Sponsor would be worthless because the holders are not entitled to participate in any conversion or distribution with respect to such shares. Such shares had an estimated aggregate market value of $73,425,903 based upon the closing price of $11.79 per Public Share on Nasdaq on June 16, 2021, and an estimated aggregate market value of $83,639,515 based upon the closing price of $13.43 per Public Share on Nasdaq on June 21, 2021, the record date. The Private Shares held by the Sponsor consist of 5,744,392 Founder Shares that were purchased for $25,000 and 483,420 shares of common stock contained in the units purchased by the Sponsor in connection with PSAC’s initial public offering for $4,834,200.

•        The Shareholder Agreement contemplated by the Merger Agreement provides that Jordan Vogel will be a director of New FF after the closing of the Business Combination (assuming he is elected at the Special Meeting as described in this proxy statement/consent solicitation statement/prospectus). Additionally, Scott Vogel, who will be a director of New FF after the closing of the Business Combination (assuming he is elected at the Special Meeting as described in this proxy statement/consent solicitation statement/prospectus), is Jordan Vogel’s brother. As such, in the future, each will receive any cash fees, stock options or stock awards that New FF’s board of directors determines to pay to its non-executive directors.

•        PSAC’s Sponsor holds an aggregate of 483,420 Private Warrants, which were purchased as part of the private units. Such warrants had an estimated aggregate market value of $1,116,700 based upon the closing price of $2.31 per Public Warrant on Nasdaq on June 16, 2021, and an estimated aggregate market value of $1,430,923 based upon the closing price of $2.96 per Public Warrant on Nasdaq on June 21, 2021, the record date. The Private Warrants will become worthless if PSAC does not consummate a business combination by April 24, 2022. The Private Warrants consist of 483,420 warrants of PSAC contained in the units purchased by the Sponsor in connection with PSAC’s initial public offering for $4,834,200.

•        If PSAC is unable to complete a business combination within the required time period, its executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or

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other entities that are owed money by PSAC for services rendered or contracted for or products sold to PSAC. If PSAC consummates a business combination, on the other hand, PSAC will be liable for all such claims.

•        PSAC’s Sponsor, including its officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on PSAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if PSAC fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, PSAC may not be able to reimburse these expenses if the Business Combination with FF, or another business combination, is not completed by April 24, 2022. As of May 25, 2021, PSAC’s Sponsor, including its officers and directors, and their affiliates had not incurred any reimbursable out-of-pocket expenses. They may incur such expenses in the future. On February 28, 2021, PSAC issued an unsecured promissory note to the Sponsor pursuant to which PSAC may borrow up to an aggregate principal amount of $500,000 and on June 6, 2021 PSAC issued another unsecured promissory note to the Sponsor pursuant to which PSAC may borrow up a further $200,000 (the “Promissory Notes”). The Promissory Notes are non-interest bearing and payable upon the closing of the Business Combination. The Sponsor may elect to convert all or a portion of the unpaid balance of the notes into units consisting of one share of Class A common stock and one warrant to purchase a share of Class A common stock at $10.00 per unit. As of June 16, 2021, PSAC had borrowed $700,000 under the Promissory Notes.

•        The continued indemnification of current directors and officers and the continuation of directors and officers liability insurance.

•        If PSAC is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, PSAC’s executive officers have agreed to advance PSAC the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding PSAC or its securities, the Sponsor, FF or FF’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of PSAC’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the Special Meeting to approve the business combination proposal vote in its favor and that PSAC has sufficient proxies to approve the proposals set forth herein, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on PSAC’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market value and may therefore be more likely to sell shares, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that PSAC will have in excess of the required amount of cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/consent solicitation statement/prospectus, no agreements dealing with the above have been entered into. PSAC will file a Current Report on Form 8-K to disclose any arrangements

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entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

PSAC’s board of directors believes that the business combination proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interest of PSAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” each of the charter proposals, “FOR” the director election proposal, “FOR” the incentive plan proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Business Combination is conditioned upon, among other things: (i) all required filings under the HSR Act having been completed and any applicable waiting period shall have expired or been terminated; (ii) no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Business Combination; (iii) PSAC having at least $5,000,001 of net tangible assets remaining prior to the Business Combination after taking into account requests from the holders of Public Shares that properly demanded that PSAC redeem their Public Shares for their pro rata share of the trust account; (iv) the Registration Statement on Form S-4 of which this proxy statement/consent solicitation statement/prospectus forms a part having become effective in accordance with the provisions of the Securities Act, and no stop order having been issued by the SEC which remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order having been threatened in writing or initiated by the SEC which remains pending; (v) approval of the business combination proposal, the PSAC charter proposals, the Nasdaq proposal, the director election proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals), (vi) approval of the Merger Agreement and the Business Combination by FF shareholders and (vii) the PSAC common stock to be issued pursuant to the Merger Agreement and underlying the exchanged FF options and FF warrants having been approved for listing on Nasdaq. For more information, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

FF’s Conditions to the Closing of the Business Combination

The obligations of FF to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of PSAC and Merger Sub (subject to certain bring-down standards); (ii) performance of the covenants of PSAC and Merger Sub to be performed as of or prior to the closing in all material respects; (iii) PSAC filing an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting amended and restated bylaws, each in substantially the form as attached to the Merger Agreement; (iv) PSAC executing the Registration Rights Agreement; (v) PSAC executing the Shareholder Agreement; (vi) the amount of cash available to PSAC not being less than $450 million after giving effect to payment of amounts that PSAC will be required to pay to redeeming stockholders upon consummation of the Business Combination; and (vii) the delivery by PSAC of a lock-up agreement substantially in the form attached to the Merger Agreement, executed by the Sponsor. For more information, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

PSAC’s and Merger Sub’s Conditions to the Closing of the Business Combination

The obligations of PSAC and Merger Sub to consummate the Transactions are also conditioned upon, among other things, the accuracy of the representations and warranties of FF (subject to customary bring-down standards). The obligation of PSAC to consummate the Business Combination is also conditioned upon, among other things: (i) FF performing in all material respects each of the covenants to be performed by it as of or prior to the closing of the Business Combination; (ii) certain FF directors execution and delivery to PSAC letters of resignation resigning

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from their positions as directors of FF; and (iii) the delivery by FF of lock-up agreements substantially in the form attached to the Merger Agreement, executed by certain FF shareholders. For more information, please see the section entitled “The Merger Agreement — Conditions to the Closing of the Business Combination.”

Termination

The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of PSAC and FF; (ii) by either PSAC or FF if the transactions are not consummated on or before six months after the date of the Merger Agreement, provided that a breach of the Merger Agreement by the terminating party shall not have been the primary cause of the failure to close by such date; (iii) by either PSAC or FF if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable, provided that a breach of the Merger Agreement the terminating party shall not have been the primary cause thereof; (iv) by either PSAC or FF if the other party has breached any of its covenants or representations and warranties such that the closing conditions would not be satisfied at the closing of the Business Combination and has not cured its breach within forty-five (45) days (or any shorter time period that remains prior to the termination date provided in clause (ii) above) of the notice of an intent to terminate, provided that a breach of the Merger Agreement by the terminating party shall not have been the primary cause of the failure to close by such date; (v) by PSAC if FF shareholder approval of the Business Combination has not been obtained by the later of (a) ten days following the date that this proxy statement/consent solicitation statement/prospectus is disseminated by FF to its stockholders and (b) the date of the Special Meeting; or (vi) by either PSAC or FF if, at the PSAC stockholder meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting).

Shareholder Support Agreements

Concurrently with the execution of the Merger Agreement, the Supporting FF Shareholders, who are the three largest shareholders of FF, have entered into support agreements with PSAC and FF pursuant to which each Supporting FF Shareholder has agreed, among other things, to approve or vote in favor of the Business Combination, against any action or proposal involving PSAC or any of its subsidiaries that is intended to, or would reasonably be expected to, prevent, impede or adversely affect the Transactions in any material respect, and promptly execute the definitive documents, agreements and filings (including with applicable governmental authorities) related to the Business Combination reasonably required to be executed by such Supporting FF Shareholder in furtherance of the Business Combination subject to the terms and conditions set forth therein. Under the support agreement, each Supporting FF Shareholder has also agreed that, with limited exceptions, prior to the termination of the applicable support agreement, such Supporting FF Shareholder will not transfer or otherwise enter into any agreement or understanding with respect to a transfer relating to any Claims (as defined in the applicable support agreement) owned by such Supporting FF Shareholder. The support agreements will terminate automatically without any further required actions or notice upon the earliest to occur: (a) the closing of the Transactions, and (b) the date of termination of the Merger Agreement in accordance with its terms. The support agreements may also be terminated by the mutual written consent of the parties to the applicable support agreement. Founding Future Creditors Trust (the “Creditors Trust”) also has the right to terminate its support agreement if it reasonably believes failure to terminate the support agreement would result in a breach of its fiduciary duties under applicable law. FF Top has also agreed to exercise its drag-along rights pursuant to the articles of association of FF, as amended, and any other contract under which FF Top may have similar drag-along rights to cause FF’s other shareholders’ to vote in favor of (and not oppose) the Business Combination, in each case to the extent permitted by the applicable drag-along rights. Collectively, as of June 21, 2021, the Supporting FF Shareholders held 100% of the outstanding voting power of FF. The Supporting FF Shareholders therefore hold a sufficient number of FF shares to approve the FF merger proposal without the vote of any other FF shareholder.

Tax Consequences of the Business Combination

For a description of the material U.S. federal income tax consequences of the Business Combination to holders of FF’s shares, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations — Material Tax Considerations of the Business Combination to U.S. Holders of FF Capital Stock.”

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For a description of the material U.S. federal income tax consequences of the exercise of redemption rights, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations — Material Tax Considerations Related to a Redemption of Public Shares.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PSAC has been treated as the “acquired” company for financial reporting purposes. FF was determined to be the accounting acquirer primarily because FF stakeholders will collectively own a majority of the outstanding shares of the combined company as of the closing of the merger, they have nominated seven of the nine members of the board of directors as of the closing of the merger, and FF’s management will continue to manage the combined company. Additionally, FF’s business will comprise the ongoing operations of the combined company immediately following the consummation of the Business Combination. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of FF with the acquisition being treated as the equivalent of FF issuing stock for the net assets of PSAC, accompanied by a recapitalization. The net assets of PSAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Matters

The Business Combination is not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware necessary to effectuate the Business Combination and the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act. PSAC and FF have made the appropriate filings pursuant to the HSR Act with the DOJ and FTC. The waiting period under the HSR Act expired on March 15, 2021.

Risk Factor Summary

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/consent solicitation statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include:

•        FF has a limited operating history and faces significant barriers to growth in the electric vehicle industry.

•        FF has incurred losses in the operation of its business and anticipates that it will continue to incur losses in the future. It may never achieve or sustain profitability.

•        FF expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability.

•        FF’s operating results forecast relies in large part upon assumptions and analyses developed by its management. If these assumptions and analyses prove to be incorrect, its actual operating results could suffer.

•        FF may be unable to meet its future capital requirements, including capital required for initial investments to reach initial production and revenue, which could jeopardize its ability to continue its business operations.

•        FF has historically incurred substantial indebtedness and may incur substantial additional indebtedness in the future, and it may not be able to refinance borrowings on terms that are acceptable to FF, or at all.

•        FF’s vehicles are in development and its first vehicle may not be available for sale within twelve months after closing of the Business Combination, if at all.

•        FF’s recurring losses from operations and financial condition raise substantial doubt about FF’s ability to continue as a going concern.

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•        For the audits of the years ending December 31, 2020 and 2019, FF’s independent registered public accounting firm included a note relating to FF’s ability to continue as a going concern in its report on FF’s audited financial statements included in this proxy statement/consent solicitation statement/prospectus.

•        FF will depend on revenue generated from a single model of vehicles in the foreseeable future.

•        The market for FF’s vehicles, including its Smart Last Mile Delivery vehicles, is nascent and not established.

•        FF is dependent on its suppliers, the majority of which are single-source suppliers. The inability of these suppliers to deliver necessary components for FF’s products according to the schedule and at prices, quality levels and volumes acceptable to FF, or FF’s inability to efficiently manage these suppliers, could have a material adverse effect on its business, prospects, financial condition and operating results.

•        FF needs to develop complex software and technology systems in coordination with vendors and suppliers to reach production for its electric vehicle, and there can be no assurance such systems will be successfully developed.

•        FF identified material weaknesses in its internal control over financial reporting. If FF is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect FF’s business and share price.

•        FF has yet to obtain licenses and other rights in certain technologies, software, and content needed for its vehicles and FF may face technical difficulties and attendant delays in integrating such technologies in its vehicles. Licensing third party technology carries risks that are difficult to control. Accordingly, FF may need to modify aspects of planned vehicle designs and alter features.

•        FF’s decision to manufacture its own vehicles in its leased Hanford, California facility significantly increases its anticipated capital expenditures and does not guarantee FF will not incur significant delays in the production of the vehicles.

•        Production and manufacturing of some of FF’s vehicles may be outsourced to a third-party contract manufacturer in South Korea and potentially, through a joint venture or other arrangement in China. If such contract manufacturer, joint venture or other arrangement fails to produce and deliver vehicles in a timely manner for any reason, FF’s business, prospects, financial condition and results of operation could be materially harmed.

•        FF’s go-to-market and sales strategy, including its self-owned and partner-owned stores as well as FF’s online web platform, will require substantial investment and commitment of resources and are subject to numerous risks and uncertainties.

•        FF has elected to protect some of its technologies as trade secrets rather than as patents, however, this approach has certain risks and disadvantages.

•        FF’s founder, Mr. Yueting Jia (“YT Jia”), is closely associated with the image and brand of FF. Circumstances affecting YT Jia’s reputation, and investor and public perception of his role and influence in FF, may shape FF’s brand and ability to do business. Additionally, YT Jia may continue to be subject to certain restrictions in China if not all creditors participating in YT Jia’s restructuring plan comply with the requirement to request removal of YT Jia from such restrictions.

•        FF Global, which is governed by an executive committee consisting of eight members, may exert influence over the management of FF through its issuance of equity interests as additional compensation to the management of FF.

•        Substantial aspects of FF’s business and operation may be based in China, which will be subject to economic, operational and legal risks specific to China.

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•        Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of FF’s capital shares, and we do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

•        The Sponsor and PSAC’s officers and directors own shares of common stock and warrants that will be worthless and have made loans and incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with FF.

•        The exercise of PSAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in PSAC’s stockholders’ best interest.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF FF

The following table presents summary consolidated financial and other financial data for FF. The consolidated statement of operations data and summary consolidated statement of cash flows data presented below for the years ended December 31, 2020 and 2019 and the summary consolidated balance sheet data presented below as of December 31, 2020 and 2019 has been derived from FF’s audited consolidated financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus. FF’s historical results are not necessarily indicative of the results to be expected in the future.

The consolidated statement of operations data and summary consolidated statement of cash flows data presented below for the three months ended March 31, 2021 and 2020 and the summary consolidated balance sheet data presented below as of March 31, 2021 has been derived from FF’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with FF’s audited consolidated financial statements. In the opinion of FF’s management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected of the full year or any future period.

You should read this summary consolidated financial data in conjunction with the section of this proxy statement/consent solicitation statement/prospectus titled “FF’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and FF’s consolidated financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

Three Months Ended
March 31,

 

Year Ended
December 31,

Consolidated Statements of Operations Data:

 

2021

 

2020

 

2020

 

2019

(in thousands, except share and per share data)

 

(Unaudited)

       

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development(1)

 

$

6,721

 

 

$

6,962

 

 

$

20,186

 

 

$

28,278

 

Sales and marketing(1)

 

 

1,682

 

 

 

1,304

 

 

 

3,672

 

 

 

5,297

 

General and administrative(1)

 

 

10,993

 

 

 

6,781

 

 

 

41,071

 

 

 

71,167

 

Loss on disposal of asset held for sale

 

 

 

 

 

 

 

 

 

 

 

12,138

 

Gain on cancellation of land use rights

 

 

 

 

 

 

 

 

 

 

 

(11,467

)

Loss on disposal of property and equipment

 

 

 

 

 

 

 

 

10

 

 

 

4,843

 

Total operating expenses

 

 

19,396

 

 

 

15,047

 

 

 

64,939

 

 

 

110,256

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(19,396

)

 

 

(15,047

)

 

 

(64,939

)

 

 

(110,256

)

Gain on expiration of put option

 

 

 

 

 

 

 

 

 

 

 

43,239

 

Change in fair value measurement of related party notes payable, notes payable, and warrant liabilities

 

 

(25,182

)

 

 

8,077

 

 

 

(8,948

)

 

 

(15,183

)

Change in fair value measurement of The9 conditional obligation

 

 

(1,735

)

 

 

 

 

 

3,872

 

 

 

 

Gain on extinguishment of related party notes payable, notes payable and vendor payables in trust, net

 

 

 

 

 

 

 

 

2,107

 

 

 

 

Other expense, net

 

 

(283

)

 

 

(473

)

 

 

(5,455

)

 

 

 

Related party interest expense

 

 

(9,070

)

 

 

(8,261

)

 

 

(38,995

)

 

 

(34,074

)

Interest expense

 

 

(19,856

)

 

 

(8,391

)

 

 

(34,724

)

 

 

(25,918

)

Loss before income taxes

 

 

(75,522

)

 

 

(24,095

)

 

 

(147,082

)

 

 

(142,192

)

Income tax provision

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(3

)

Net loss

 

 

(75,525

)

 

 

(24,095

)

 

 

(147,085

)

 

 

(142,195

)

Less: net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

997

 

Net loss attributable to FF Intelligent Mobility Global Holdings Ltd.

 

$

(75,525

)

 

$

(24,095

)

 

$

(147,085

)

 

$

(143,192

)

21

Table of Contents

 

Three Months Ended
March 31,

 

Year Ended
December 31,

Consolidated Statements of Operations Data:

 

2021

 

2020

 

2020

 

2019

(in thousands, except share and per share data)

 

(Unaudited)

       

Per Share information attributable to FF Intelligent Mobility
Global Holdings Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per ordinary share – Class A and Class B basic and diluted(2)

 

$

(0.38

)

 

$

(0.59

)

 

$

(2.99

)

 

$

(3.52

)

Weighted average ordinary shares outstanding – Class A and Class B – basic and diluted

 

 

198,359,348

 

 

 

40,882,205

 

 

 

49,261,411

 

 

 

40,706,633

 

____________

(1)      Includes stock-based compensation expense related to stock options granted to employee and non-employee consultants as follows:

 

Three Months Ended
March 31,

 

Year Ended
December 31,

(in thousands)

 

2021

 

2020

 

2020

 

2019

   

(Unaudited)

       

Research and development

 

$

591

 

$

144

 

$

941

 

$

818

Sales and marketing

 

 

199

 

 

55

 

 

387

 

 

311

General and administrative

 

 

1,730

 

 

568

 

 

8,177

 

 

3,481

   

$

2,520

 

$

767

 

$

9,505

 

$

4,610

(2)      See Note 3 to FF’s audited consolidated financial statements and see Note 14 to FF’s unaudited condensed consolidated financial statements, included elsewhere in this proxy statement/consent solicitation statement/prospectus, for an explanation of the calculation of basic and diluted net loss per ordinary share attributable to ordinary stockholders.

 

As of
March 31,
2021

 


As of December 31,

Consolidated Balance Sheets Data:

 

2020

 

2019

(in thousands)

 

(Unaudited)

       

Cash

 

$

47,525

 

 

$

1,124

 

 

$

2,221

 

Working capital(1)

 

 

(896,853

)

 

 

(835,315

)

 

 

(688,229

)

Total assets

 

 

365,769

 

 

 

316,382

 

 

 

315,217

 

Capital leases, less current portion

 

 

36,023

 

 

 

36,501

 

 

 

41,162

 

Total liabilities

 

 

1,010,103

 

 

 

895,720

 

 

 

754,879

 

Convertible preferred stock

 

 

1,422,466

 

 

 

1,422,466

 

 

 

1,648,972

 

Total deficit

 

 

(2,066,800

)

 

 

(2,001,804

)

 

 

(2,088,634

)

____________

(1)      FF defines working capital as current assets less restricted cash and current liabilities.

 

Three Months Ended
March 31,

 

Year Ended
December 31,

Consolidated Statements of Cash Flows Data:

 

2021

 

2020

 

2020

 

2019

(in thousands)

 

(Unaudited)

       

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(20,319

)

 

$

(10,918

)

 

$

(41,165

)

 

$

(189,795

)

Investing activities

 

 

(711

)

 

 

3,587

 

 

 

2,993

 

 

 

26,906

 

Financing activities

 

 

72,997

 

 

 

6,777

 

 

 

36,831

 

 

 

162,617

 

22

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION OF PSAC

PSAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The selected income statement data of PSAC for the period from February 11, 2020 (Inception) through December 31, 2020 and the selected balance sheet data as of December 31, 2020 was derived from the audited financial statements of PSAC included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The selected income statement data of PSAC for the three months ended March 31, 2021 and the period from February 11, 2020 (inception) through March 31, 2020, and the selected balance sheet data as of March 31, 2021 were derived from PSAC’s unaudited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited financial data presented have been prepared on a basis consistent with PSAC’s audited financial statements. In the opinion of PSAC’s management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected of the full year or any future period.

This information is only a summary and should be read in conjunction with PSAC’s consolidated financial statements and related notes and the sections entitled “Other Information Related to PSAC — PSAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/consent solicitation statement/prospectus. The historical results included below and elsewhere in this proxy statement/consent solicitation statement/prospectus are not indicative of the future performance of PSAC. All amounts are in U.S. dollars.

Income Statement Data

 

Three Months Ended
March 31,
2021

 

Period from
February 11,
2020
(Inception)
Through
March 31,
2020

 

Period from
February 11,
2020
(Inception)
Through
December 31, 2020

   

(Unaudited)

 

(Restated)

Loss from operations

 

$

(884,599

)

 

$

(1,000

)

 

$

(2,218,182

)

Other expense, net

 

 

(932,460

)

 

 

 

 

 

(367,195

)

Net loss

 

 

(1,817,059

)

 

 

(1,000

)

 

 

(2,585,377

)

Weighted average shares outstanding, basic and diluted

 

 

7,227,474

 

 

 

5,200,000

 

 

 

6,452,794

 

Basic and diluted net loss per share

 

$

(0.25

)

 

$

0.00

 

 

$

(0.40

)

Balance Sheet Data

 

As of
March 31,
2021

 

As of
December 31,
2020

   

(Unaudited)

 

(Restated)