UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2021
Property Solutions Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware | 001-40087 | 85-3851769 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
654 Madison Avenue, Suite 1009 New York, New York |
10065 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 502-9845
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) |
Name
of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, and one-fourth of one Warrant to acquire one share of Class A common stock | PSAGU | The Nasdaq Stock Market LLC | ||
Class A common stock, par value $0.0001 per share | PSAG | The Nasdaq Stock Market LLC | ||
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | PSAGW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On April 7, 2021, Property Solutions Acquisition Corp. II (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and redeemable warrants included in the Units commencing on April 9, 2021. Each Unit consists of one share of Class A Common Stock and one-fourth of one redeemable warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PSAGU”. Any underlying shares of Class A Common Stock and warrants that are separated will trade on Nasdaq under the symbols “PSAG” and “PSAGW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
99.1 | Press Release, dated April 7, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 8, 2021
Property Solutions Acquisition Corp. II | ||
By: | /s/ Jordan Vogel | |
Name: | Jordan Vogel | |
Title: | Co-Chief Executive Officer |
Exhibit 99.1
PROPERTY SOLUTIONS ACQUISITION CORP. II SECURITIES TO COMMENCE SEPARATE TRADING
New York, NY (April 7, 2021) – Property Solutions Acquisition Corp. II (Nasdaq: PSAGU) (the “Company”) announced today that separate trading of its Class A common stock and warrants underlying the Company’s units would commence on or about April 9, 2021. The common stock and warrants will trade under the symbols “PSAG” and “PSAGW”, respectively. Units not separated will continue to be listed on the Nasdaq Capital Market under the symbol “PSAGU”.
Property Solutions Acquisition Corp. II is a newly incorporated blank check company, incorporated as a Delaware company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While Property Solutions Acquisition Corp. II may pursue an acquisition opportunity in any business, industry, sector or geographical location, Property Solutions Acquisition Corp. II intends to seek to acquire businesses that service the real estate industry.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to numerous risks and conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and other filings with the Securities and Exchange Commission and, therefore, actual results could differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Jordan Vogel, Co-Chief Executive Officer
Aaron Feldman, Co-Chief Executive Officer
(646) 502-9845
jordan@benchmarkrealestate.com