UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 2, 2021
PROPERTY SOLUTIONS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-39395
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84-4720320
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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654 Madison Avenue
New York, NY 10065
(Address of Principal Executive Offices) (Zip Code)
(646) 502-9845
(Registrant’s Telephone Number, Including
Area Code)
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 (see General Instruction A.2. below):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of common stock and one redeemable warrant
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PSACU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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PSAC
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The Nasdaq Stock Market LLC
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Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per
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PSACW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 2, 2021, Property Solutions Acquisition
Corp., a Delaware corporation (“PSAC”), issued a press release announcing the record date for the determination of
stockholders eligible to receive the proxy and vote at the special meeting to be held to consider and approve the previously announced
merger with FF Intelligent Mobility Global Holdings Ltd. (“FF”). A copy of the press release is being furnished
herewith as Exhibit 99.1.
The information contained in this Current
Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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 (“SEC”) a registration
statement on Form S-4 that includes 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 the record date. 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.
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 for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 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 is included in the proxy statement/consent solicitation statement/prospectus relating
to the proposed business combination.
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.
The following exhibits are filed with this Form 8-K:
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.
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PROPERTY SOLUTIONS ACQUISITION CORP.
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Date: June 2, 2021
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By:
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/s/ Jordan Vogel
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Name:
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Jordan Vogel
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Title:
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Co-Chief Executive Officer
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