SecProbe.io

United States securities and exchange commission logo
May 15, 2020
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, NY 10065
Re:Property Solutions Acquisition Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 4, 2020
CIK No. 0001805521
Dear Mr. Vogel:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Exhibits
1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company
agrees that any action, proceeding or claim against it arising out of or relating in any way
to the agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, “which jurisdiction shall be exclusive.”  We also note that the
company waives any objection to such “exclusive" jurisdiction. If this provision requires
investors in this offering to bring any such action, proceeding or claim in the courts of the
State of New York or the United States District Court for the Southern District of New
York, please disclose such provision in your registration statement, and disclose whether

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 May 15, 2020 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
May 15, 2020
Page 2
this provision applies to actions arising under the Securities Act or Exchange Act.  If the
provision applies to actions arising under the Securities Act or Exchange Act, please also
add related risk factor disclosure. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the provision in the warrant
agreement states this clearly.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey M Gallant