Item 3.02 Unregistered Sales of Equity Securities
As previously reported, Property Solutions Acquisition Corp., a Delaware
corporation ("PSAC") entered into separate Subscription Agreements with certain
accredited investors or qualified institutional buyers (collectively, the
"Subscription Investors") concurrently with the execution of the Agreement and
Plan of Merger ("Merger Agreement") by and among PSAC, PSAC Merger Sub, Ltd., an
exempted company with limited liability incorporated under the laws of the
Cayman Islands and wholly-owned subsidiary of PSAC ("Merger Sub"), and FF
Intelligent Mobility Global Holdings Ltd., an exempted company with limited
liability incorporated under the laws of the Cayman Islands ("FF") on January
27, 2021. 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 common stock of PSAC
for a purchase price of $10.00 per share, or an aggregate of approximately $795
million, in a private placement. 17,500,000 of such shares ($175 million in net
proceeds) were to be issued to a Chinese tier one city investor (the "Tier One
Investor"), subject to certain Chinese regulatory approvals. The Subscription
Agreements further require PSAC to have an effective shelf registration
statement registering the resale of the shares of PSAC common stock held by the
Subscription Investors within 60 calendar days (or 90 calendar days if the SEC
notifies PSAC that it will review the registration statement) following the
closing of the Transactions.
On July 11, 2021, the Tier One Investor gave notice to PSAC that it may not be
able to obtain regulatory approval from the State Administration of Foreign
Exchange of the PRC to convert sufficient Chinese renminbi into United States
dollars in time to purchase shares in the private placement on the expected
closing date. The 17,500,000 shares of common stock of PSAC subscribed for by
the Tier One Investor for a purchase price of $10.00 per share, or an aggregate
of approximately $175 million in net proceeds, were subsequently fully assigned
to other mutually agreed strategic and financial investors without any
regulatory approval requirement. FF and the Tier One Investor remain in
discussions regarding the transactions contemplated by the non-binding
memorandum of understanding between the parties as set forth in the proxy
statement/consent solicitation statement/prospectus described below without any
impact from such inability to obtain regulatory approval.
The PSAC stockholder vote to approve various proposals in connection with PSAC's
proposed business combination with FF is scheduled for July 20, 2021, and the
closing of such business combination is scheduled for July 21, 2021.
The closing of the private placement will occur on the date of and immediately
prior to the consummation of the Transactions and is conditioned thereon and on
other customary closing conditions. The common stock to be issued pursuant to
the Subscription Agreements has not been registered under the Securities Act,
and will be issued in reliance upon the exemption provided under Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder. The
Subscription Agreements will terminate and be void and of no further force or
effect upon the earlier to occur of: (i) such date and time as the Merger
Agreement is validly terminated in accordance with its terms without
consummation of the Merger, (ii) upon the mutual written agreement of the
parties thereto to terminate the applicable Subscription Agreement, (iii) if any
of the conditions to closing set forth in the Subscription Agreement are not
satisfied or waived on or prior to the closing date and (iv) if the closing of
the Merger shall not have occurred on or before July 27, 2021.
The foregoing description of the Subscription Agreements does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
form Subscription Agreement, which was filed as Exhibit 10.1 to the Current
Report on Form 8-K filed on January 28, 2021 and is incorporated by reference
herein.
Important Information and Where to Find It
This Report relates to a proposed transaction between PSAC and FF. PSAC has
filed with the Securities and Exchange Commission (the "SEC") a definitive proxy
statement/prospectus/consent solicitation statement under Rule 424 after the SEC
declared effective PSAC's registration statement on Form S-4 (File No.
333-255027). The proxy statement/consent solicitation statement/prospectus has
been mailed to stockholders of PSAC as of the record date of June 21, 2021. PSAC
also will file other relevant documents from time to time regarding the proposed
transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF PSAC ARE URGED TO
READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED BY PSAC FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
free copies of the proxy statement/consent solicitation statement/prospectus and
other documents containing important information about PSAC and FF once such
documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by PSAC when and
if available, can also be obtained free of charge by directing a written request
to Property Solutions Acquisition Corp., 654 Madison Avenue, Suite 1009, New
York, New York 10065.
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Participants in the Solicitation
PSAC and FF and their respective directors and executive officers, under SEC
rules, may be deemed to be participants in the solicitation of proxies of PSAC's
stockholders in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names and interests
in the proposed transaction of PSAC's directors and officers in PSAC's filings
with the SEC, including PSAC's Annual Report on Form 10-K and Form 10-K/A for
the year ended December 31, 2020, which were filed with the SEC on March 31,
2021 and May 27, 2021, respectively, and PSAC's Quarterly Report on Form 10-Q
for the period ended March 31, 2021, which was filed with the SEC on May 28,
2021. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to PSAC's stockholders in connection
with the proposed business combination will be set forth in the proxy
statement/consent solicitation statement/prospectus for the proposed business
combination when available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed
business combination will be included in the proxy statement/consent
solicitation statement/prospectus that PSAC intends to file with the SEC.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This Report includes "forward looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this Report, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose" and variations
of these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside PSAC's or
FF's management's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include: the
inability to complete the transactions contemplated by the proposed business
combination; the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, the amount
of cash available following any redemptions by PSAC stockholders; the ability to
meet the Nasdaq's listing standards following the consummation of the
transactions contemplated by the proposed business combination; costs related to
the proposed business combination; FF's ability to execute on its plans to
develop and market its vehicles and the timing of these development programs;
FF's estimates of the size of the markets for its vehicles; the rate and degree
of market acceptance of FF's vehicles; the success of other competing
manufacturers; the performance and security of FF's vehicles; potential
litigation involving PSAC or FF; the result of future financing efforts and
general economic and market conditions impacting demand for FF's products. Other
factors include the possibility that the proposed transaction does not close,
including due to the failure to receive required security holder approvals, or
the failure of other closing conditions. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of the
registration statement on Form S-4 and proxy statement/consent solicitation
statement/prospectus discussed above and other documents filed by PSAC from time
to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and neither
PSAC nor FF undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Form of Subscription Agreement (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed on January 28, 2021)
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