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 77,500,000 shares
of common stock of PSAC for a purchase price of $10.00 per share, or an aggregate of approximately $775 million, in a private placement.
17,500,000 of such shares ($175 million in net proceeds) will be issued to an anchor investor and the issuance of such shares is
subject to certain 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.
Also on January 27, 2021, PSAC entered into additional
Subscription Agreements with Subscription Investors in the amount of 2,000,000 shares of shares of common stock of PSAC for a purchase
price of $10.00 per share, or an aggregate of approximately $20 million, which increases the total amount of the private placement
pursuant to the Subscription Agreements to 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.
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 intends to file with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that will include a proxy statement and prospectus of PSAC and a consent solicitation statement
with respect to FF. The proxy statement/consent solicitation statement/prospectus will be mailed to stockholders of PSAC as of
a record date to be established for voting on the proposed business combination. 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 Quarterly Report on Form 10-Q for the period ended September 30, 2020, which was filed with the SEC on November
13, 2020. 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.