SecProbe.io

CORRESP
 1
 filename1.htm

 Faraday Future Intelligent Electric Inc.

 18455 S. Figueroa Street

 Gardena, CA 90248

 Faraday Future Intelligent Electric Inc.

 September 11, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Faraday Future Intelligent
 Electric Inc.

 Registration Statement
 on Form S-1

 Filed on September 11,
 2025

 File No. 333-290189

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Faraday Future Intelligent Electric Inc. (the
"Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 be accelerated
and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on Monday, September 15, 2025, or as soon thereafter
as practicable.

 The Company acknowledges that:
(1) should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 If you have any questions,
please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com
(Tel: 212-421-4100).

 Very truly yours,

 Faraday Future Intelligent Electric Inc.

 By:
 /s/ Matthias Aydt

 Name:
 Matthias Aydt

 Title:
 Chief Executive Officer

 Cc: M. Ali
Panjwani, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 23, 2025

Matthias Aydt
Co-Global Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248

 Re: FARADAY FUTURE INTELLIGENT ELECTRIC INC.
 Draft Registration Statement on Form S-1
 Submitted on June 13, 2025
 CIK 0001805521
Dear Matthias Aydt:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ali Panjwani
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Faraday
Future Intelligent Electric Inc.

 18455
S. Figueroa Street

 Gardena,
CA 90248

 Faraday
Future Intelligent Electric Inc.

 May
16, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Faraday Future Intelligent
 Electric Inc.

 Registration Statement
 on Form S-1

 Filed on May 15, 2025

 File No. 333-284613

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Faraday Future Intelligent
Electric Inc. (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form
S-1 be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Tuesday, May 20, 2025, or as soon
thereafter as practicable.

 The
Company acknowledges that: (1) should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company
may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 If
you have any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com
(Tel: 212-421-4100).

 Very truly yours,

 Faraday Future Intelligent Electric Inc.

 By:
 /s/
 Matthias Aydt

 Name:
 Matthias Aydt

 Title:
 Chief Executive Officer

 Cc:
M. Ali Panjwani, Esq.

CORRESP
 1
 filename1.htm

 Faraday Future Intelligent Electric Inc.

 18455 S. Figueroa Street

 Gardena, CA 90248

 May 15, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E

 Washington, DC 20549

 Attn: Evan Ewing and Erin Purnell

 Re:
 FARADAY FUTURE INTELLIGENT ELECTRIC INC.

 Amendment No. 1 to Registration Statement on Form S-1 Filed

 May 2, 2025

 File No. 333-284613

 Dear Mr. Ewing and Ms. Purnell,

 This letter is being furnished
in response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and
Exchange Commission (the " Commission ") that were contained in the Staff's letter dated May 8, 2025 (the " Comment
Letter ") to Faraday Future Intelligent Electric, Inc. (the " Company ") with respect to Amendment No.1 to the
Registration Statement on Form S-1 the Company filed with the Commission on May 2, 2025 (the " Registration Statement ").

 This letter provides the Company's
response to the Staff's comment contained in the Comment Letter. The response to the Staff's comment is set forth in bold
below, after the Staff's comment to the Company. Amendment No. 2 to the Registration Statement (" Amendment No. 2 ")
is being filed concurrently herewith, reflecting responses of the Company to the comment received from the Staff.

 Amendment No. 1 to Registration Statement on Form S-1
General

 1. We note that the March SPA's second, third and fourth closings
have not yet occurred and are subject to the closing condition that the closing price of your common stock be equal or greater than $1.00
at the time of each closing. Further, we note that the adjustments to the conversion price, the alternate conversion and the alternate
conversion floor amount appear to protect the selling securityholders from being truly at market risk. With respect to the future closings,
it is unclear whether the company has completed a Section 4(a)(2)-exempt sale of securities to the selling securityholders such that
the selling securityholders were at market risk at the time of the filing of the resale registration statement. Please clarify if you
are registering shares underlying notes to be issued in future closings and, if so, provide your analysis regarding how registration
is appropriate given the unissued notes and the conversion adjustment provisions. In your analysis, consider the guidance set forth in
Question 139.11 of the Securities Act Sections Compliance and Disclosure Interpretations.

 Response : We thank the Staff for
the comment. After the Company's careful consideration, the Company decided to register in Amendment No. 2 only shares of the Company's
Common Stock, par value $0.0001 per share, issuable upon conversion of the unsecured convertible notes and exercise of the accompanying
common warrants issued at the first closing. We also kindly advise the Staff that the Company is also registering shares of the Company's
Common Stock underlying unsecured convertible notes issued by the Company pursuant to that cerain Securities Purchase Agreement, dated
December 21, 2024, by and among the Company and the purchasers party thereto, filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K filed on December 23, 2024.

 Faraday Future Intelligent Electric Inc.

 Page 2

 We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the Global General Counsel of the Company at scott.graziano@ff.com,
or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com (Tel: 212-421-4100).

 Very truly yours,

 By:
 /s/ Matthias Aydt

 Name:
 Matthias Aydt

 Title:
 Co-Global Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Scott Graziano
General Counsel
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248

 Re: FARADAY FUTURE INTELLIGENT ELECTRIC INC.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed May 2, 2025
 File No. 333-284613
Dear Scott Graziano:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1
General

1. We note that the March SPA's second, third and fourth closings have not
yet occurred
 and are subject to the closing condition that the closing price of your
common stock
 be equal or greater than $1.00 at the time of each closing. Further, we
note that the
 adjustments to the conversion price, the alternate conversion and the
alternate
 conversion floor amount appear to protect the selling securityholders
from being truly
 at market risk. With respect to the future closings, it is unclear
whether the company
 has completed a Section 4(a)(2)-exempt sale of securities to the selling
 securityholders such that the selling securityholders were at market
risk at the time of
 the filing of the resale registration statement. Please clarify if you
are registering
 shares underlying notes to be issued in future closings and, if so,
provide your analysis
 regarding how registration is appropriate given the unissued notes and
the conversion
 May 8, 2025
Page 2

 adjustment provisions. In your analysis, consider the guidance set forth
in
 Question 139.11 of the Securities Act Sections Compliance and Disclosure
 Interpretations.

 Please contact Evan Ewing at 202-551-5920 or Erin Purnell at
202-551-3454 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Faraday Future Intelligent Electric Inc.

 18455 S. Figueroa Street

 Gardena, CA 90248

 May 2, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E

 Washington, DC 20549

 Attn: Evan Ewing and Erin Purnell

 Re: FARADAY FUTURE INTELLIGENT ELECTRIC INC.

 Registration Statement on Form S-1

 Filed January 31, 2025

 File No. 333-284613

 Dear Mr. Ewing and Ms. Purnell,

 This letter is being furnished
in response to the comments of the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") that were contained in the Staff's letter dated February 4, 2025 (the "Comment Letter")
to Faraday Future Intelligent Electric, Inc. (the "Company") with respect to the Registration Statement on Form S-1 the Company
filed with the Commission on January 31, 2025 (the "Registration Statement").

 This letter provides the Company's
response to the Staff's comment contained in the Comment Letter. The response to the Staff's comment is set forth in bold
below, after the Staff's comment to the Company. Amendment No. 1 to the Registration Statement ("Amendment No. 1") is
being filed concurrently herewith, reflecting responses of the Company to the comment received from the Staff.

 Registration Statement on Form S-1

 General

 1. It appears that you are not eligible to incorporate by reference into your Form S-1 given that you have
not yet filed your annual report for the fiscal year ended December 31, 2024. Please revise your registration statement accordingly or
advise. Refer to General Instruction VII.C to Form S-1.

 Response: On
March 31, 2025, the Company filed an annual report on Form 10-K for the fiscal year ended December 31, 2024 (the "Most Recent
Annual Report"). Therefore, pursuant to General Instruction VII.C to Form S-1, the Company is now eligible to incorporate by reference.
The Company has revised Amendment No.1 to incorporate the Most Recent Annual Report.

 We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the Global General Counsel of the Company at scott.graziano@ff.com,
or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com (Tel: 212-421-4100).

 Very truly yours,

 By:
 /s/ Matthias
 Aydt

 Name:
 Matthias Aydt

 Title:
 Chief Executive Officer

February 4, 2025
Scott Graziano
General Counsel
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Registration Statement on Form S-1
Filed January 31, 2025
File No. 333-284613
Dear Scott Graziano:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.It appears that you are not eligible to incorporate by reference into your Form S-1
given that you have not yet filed your annual report for the fiscal year ended
December 31, 2024. Please revise your registration statement accordingly or advise.
Refer to General Instruction VII.C to Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

February 4, 2025
Page 2
statement.
            Please contact Evan Ewing at 202-551-5920 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 902489

September 1, 2023

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Faraday Future Intelligent Electric Inc. - Registration Statement on Form S-3 (Registration No. 333-274247)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on September 6, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Faraday Future Intelligent Electric Inc. (the “Company”) or its counsel may request via telephone
call to the staff.

Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel
to the Company, at 212-326-2266, or in her absence, Michelle Earley at 737-261-8629, to provide notice of effectiveness, or if you have
any other questions or concerns regarding this matter.

[SIGNATURE PAGE FOLLOWS]

    Sincerely,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Xuefeng
Chen

    Xuefeng Chen

    Global Chief Executive Officer

    cc:
    Jeeho Lee

    Michelle Earley

United States securities and exchange commission logo
August 31, 2023
Xuefeng Chen
Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Registration Statement on Form S-3
Filed on August 29, 2023
File No. 333-274247
Dear Xuefeng Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Faraday
Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 902489

August
30, 2023

Via
EDGAR Transmission

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Faraday
Future Intelligent Electric Inc. – Amendment No. 2 to Registration Statement on Form S-3 (Registration No. 333-272354)

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on September
5, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Faraday Future Intelligent Electric
Inc. (the “Company”) or its counsel may request via telephone call to the staff.

Please
contact Jeeho Lee of O’Melveny & Myers LLP, counsel to the Company, at 212-326-2266, or in her absence, Michelle Earley at
737-261-8629, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

[SIGNATURE
PAGE FOLLOWS]

    Sincerely,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Xuefeng Chen

    Xuefeng Chen

    Global Chief Executive Officer

    cc:
    Jeeho Lee

    Michelle Earley

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Times Square Tower

    7 Times Square

    New York, NY 10036

    T: +1 212 326-2000

    F: +1 212 326-2061

    omm.com

    File Number: 0255997-00004

VIA EDGAR

August 28, 2023

Mr. Bradley Ecker

Mr. Geoffrey Kruczek

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Faraday Future Intelligent Electric Inc.

Response to the Staff’s Comments on Amendment No. 1 to Registration
Statement on Forms S-3

Filed on June 28, 2023

File No. 333-272354

Dear Mr. Ecker, Mr. Kruczek:

On behalf of our client, Faraday Future Intelligent
Electric Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated July 6, 2023 regarding the Company’s Amendment No. 1 to Registration
Statement on Forms S-3 filed via EDGAR to the Commission on June 28, 2023 (the “ Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing the Company’s Amendment No. 2 to the Registration Statement on Form S-3 (the “Second Amended Registration
Statement”) via EDGAR to the Commission for review.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Fourth Amended Registration Statement.

Amendment No. 1 to Registration Statement
on Forms S-3 filed on June 29, 2023

General

    1.
    We note your response to prior comment 1. Considering the renegotiation of the terms of a price placement while the underlying securities were the subject of this resale registration statement, please revise to remove from registration the securities related to the Unsecured SPA.

Response:

The Company respectfully acknowledges
the Staff’s comment and has removed registration the securities related to the Unsecured SPA.

If you have any questions regarding the Second
Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho M Lee

cc:

Xuefeng Chen, Chief Executive Officer, Faraday Future Intelligent Electric
Inc.

Jeeho Lee, Partner, O’Melveny & Myers LLP

Michelle Earley, Partner, O’Melveny & Myers LLP

United States securities and exchange commission logo
July 6, 2023
Xuefeng Chen
Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Amendment No. 1 to Registration Statement on Form S-3
Filed on June 28, 2023
File No. 333-272354
Dear Xuefeng Chen:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our Jun 15, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-3 filed June 29, 2023
General
1.We note your response to prior comment 1.  Considering the renegotiation of the terms of
a private placement while the underlying securities were the subject of this resale
registration statement, please revise to remove from registration the securities related to
the Unsecured SPA.
            You may contact Bradley Ecker at (202) 551-4985 and Geoffrey Kruczek at (202)
5513641 with any questions.

 FirstName LastNameXuefeng Chen
 Comapany NameFARADAY FUTURE INTELLIGENT ELECTRIC INC.
 July 6, 2023 Page 2
 FirstName LastName
Xuefeng Chen
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
July 6, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Heinz

CORRESP
1
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                         Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

+1 312 853 7000

+1 312 853 7036 Fax

AMERICA ●
ASIA PACIFIC ● EUROPE

  MHEINZ@SIDLEY.COM

+1 312 853 2071

June 28, 2023

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Bradley Ecker

    Geoffrey Kruczek

    Re:
    Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-3

Filed June 2, 2023

File No. 333-272354

Ladies and Gentlemen:

On behalf of Faraday Future
Intelligent Electric Inc. (the “Company”), we are filing concurrently herewith Amendment No. 1 to the above-referenced Registration
Statement on Form S-3 (as so amended, the “Registration Statement”) via the Commission’s EDGAR system. In this letter,
we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter dated June 15, 2023 (the “Letter”). For ease
of reference, the numbered paragraph below corresponds to the numbered comment in the Letter, with the Staff’s comment presented
in bold font type.

All page references in the
response set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Registration Statement.

 1. Generally, securities issued in a private transaction may not be registered for resale until after
the private placement is completed. In this regard, we note that your private placement investors in your Unsecured SPA do not appear
to be irrevocably bound to purchase the securities because there are conditions to closing that are within the control of the investors.
Refer to the last sentence of the first paragraph on page 7. Please provide your analysis regarding how registration is appropriate given
this provision. For guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11.

Response: The Company respectfully advises
the Staff that on June 26, 2023, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Unsecured SPA, which
limited the ability of an Unsecured SPA Purchaser to postpone or cancel (in its reasonable discretion) any closing pursuant to the Unsecured
SPA to a limited contingency outside of the control of the Unsecured SPA Purchasers. Specifically, Section 2.1(a)(i) of the Unsecured
SPA was amended and restated to provide that the Unsecured SPA Purchasers may only postpone or cancel any closing of their purchase of
unsecured convertible promissory notes of the Company pursuant to the Unsecured SPA in the event the Company has not issued a press release
or other public announcement confirming that the second phase of the Company’s three-phase delivery plan has begun or on prior to
August 31, 2023, within 15 calendar days of such date. As a result, under the Unsecured SPA, as amended by Amendment No. 1, the Unsecured
SPA Purchasers are irrevocably bound to purchase such unsecured convertible promissory notes, subject only to the Company issuing such
a press release or other public announcement on or prior to the fifteenth (15th) calendar day following August 31, 2023. The Company has
revised the disclosure on page 7 of the prospectus included in the Registration Statement accordingly. For additional information regarding
Amendment No. 1, please refer to the Company’s Current Report on Form 8-K filed on June 27, 2023, which is incorporated by reference
into the Registration Statement.

*******

U.S. Securities and Exchange Commission

June 28, 2023

Page 2

If you have any questions regarding the foregoing
or the Registration Statement, please contact the undersigned at (312) 853-2071.

    Very truly yours,

    /s/ Michael P. Heinz

    Michael P. Heinz

    cc:
    D. Michael Beck, Faraday Future Intelligent Electric Inc.

    General Counsel

CORRESP
1
filename1.htm

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 902489

June 26, 2023

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Faraday Future Intelligent Electric Inc. - Registration
Statement on Form S-3 (Registration No. 333-272745)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on June 28, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Faraday Future Intelligent Electric Inc. (the “Company”) or its counsel may request via telephone
call to the staff.

Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel
to the Company, at 212-326-2266, or in her absence, Michelle Earley at 737-261-8629, to provide notice of effectiveness, or if you have
any other questions or concerns regarding this matter.

[SIGNATURE PAGE FOLLOWS]

    Sincerely,

    Faraday Future
    Intelligent Electric Inc.

    By:
    /s/ Xuefeng Chen

    Xuefeng Chen

    Global Chief Executive Officer

    cc:
    Jeeho Lee

    Michelle Earley

United States securities and exchange commission logo
June 22, 2023
Xuefeng Chen
Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Registration Statement on Form S-3
Filed on June 16, 2023
File No. 333-272745
Dear Xuefeng Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 15, 2023
Xuefeng Chen
Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Registration Statement on Form S-3
Filed on June 2, 2023
File No. 333-272354
Dear Xuefeng Chen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed June 2, 2023
General
1.Generally, securities issued in a private transaction may not be registered for resale until
after the private placement is completed. In this regard, we note that your private
placement investors in your Unsecured SPA do not appear to be irrevocably bound to
purchase the securities because there are conditions to closing that are within the control
of the investors.  Refer to the last sentence of the first paragraph on page 7.  Please
provide your analysis regarding how registration is appropriate given this provision. For
guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameXuefeng Chen
 Comapany NameFARADAY FUTURE INTELLIGENT ELECTRIC INC.
 June 15, 2023 Page 2
 FirstName LastName
Xuefeng Chen
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
June 15, 2023
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Heinz

CORRESP
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Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

(424) 276-7616

May 24, 2023

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

 Re: Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-1, as
amended (File No. 333-271664)

Ladies and Gentlemen:

Faraday Future Intelligent
Electric Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended,
to 4:00 p.m., Washington D.C. time, on May 26, 2023, or as soon as practicable thereafter, unless the Registrant notifies you otherwise
prior to such time.

We would appreciate it if,
as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP
at (312) 853-2071.

    Very Truly Yours,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Xuefeng Chen

    Xuefeng Chen

    Global Chief Executive Officer

 cc: Michael P. Heinz, Sidley Austin LLP

Vijay S. Sekhon, Sidley Austin LLP

United States securities and exchange commission logo
May 11, 2023
Yun Han
Interim Chief Financial Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Form S-1 filed on May 5, 2023
File No. 333-271664
Dear Yun Han:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

CORRESP
1
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Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

(424) 276-7616

March 22, 2023

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn:    Jennifer Angelini

             Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-1, as amended (File No. 333-269729)

Ladies and Gentlemen:

Faraday Future Intelligent
Electric Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended,
to 4:00 p.m., Washington D.C. time, on March 22, 2023, or as soon as practicable thereafter, unless the Registrant notifies you otherwise
prior to such time.

We would appreciate it if,
as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP
at (312) 853-2071.

    Very Truly Yours,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Xuefeng Chen

    Xuefeng Chen

    Global Chief Executive Officer

cc: Michael P. Heinz, Sidley Austin LLP

 Vijay S. Sekhon, Sidley Austin LLP

CORRESP
1
filename1.htm

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

(424) 276-7616

March 22, 2023

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

    Attn:
    Jennifer Angelini

    Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-1, as amended (File No. 333-268722)

Ladies and Gentlemen:

Faraday Future Intelligent
Electric Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended,
to 4:00 p.m., Washington D.C. time, on March 22, 2023, or as soon as practicable thereafter, unless the Registrant notifies you otherwise
prior to such time.

We would appreciate it if,
as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP
at (312) 853-2071.

    Very Truly Yours,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Xuefeng Chen

    Xuefeng Chen

    Global Chief Executive Officer

 cc: Michael P. Heinz, Sidley Austin LLP

    Vijay S. Sekhon, Sidley Austin LLP

United States securities and exchange commission logo
February 17, 2023
Xuefeng Chen
Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Registration Statement on Form S-1
Filed February 13, 2023
File No. 333-269729
Dear Xuefeng Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

CORRESP
1
filename1.htm

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

(424) 276-7616

February 6, 2023

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

  Attn:

  Jennifer Angelini

  Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-1, as amended (File No. 333-268972)

Ladies and Gentlemen:

Faraday Future Intelligent
Electric Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended,
to 4:00 p.m., Washington D.C. time, on February 8, 2023, or as soon as practicable thereafter, unless the Registrant notifies you otherwise
prior to such time.

We would appreciate it if,
as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP
at (312) 853-2071.

  Very Truly Yours,

  Faraday Future Intelligent Electric Inc.

  By:
  /s/ Xuefeng Chen

  Xuefeng Chen

  Global Chief Executive Officer

cc:
      Michael P. Heinz, Sidley Austin LLP

      Vijay S. Sekhon, Sidley Austin LLP

United States securities and exchange commission logo
December 30, 2022
Xuefeng Chen
Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Registration Statement on Form S-1
Filed December 23, 2022
File No. 333-268972
Dear Xuefeng Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Heinz

United States securities and exchange commission logo
December 14, 2022
Xuefeng Chen
Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Registration Statement on Form S-1
Filed December 8, 2022
File No. 333-268722
Dear Xuefeng Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael Heinz

CORRESP
1
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Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

(424) 276-7616

November 9, 2022

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

 Attn: Jennifer Angelini

Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Registration Statement on Form S-1, as amended (File No. 333-258993)

Ladies and Gentlemen:

Faraday Future Intelligent
Electric Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended,
to 4:00 p.m., Washington D.C. time, on November 10, 2022, or as soon as practicable thereafter, unless the Registrant notifies you otherwise
prior to such time.

We would appreciate it if,
as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP
at (312) 853-2071.

    Very Truly Yours,

    Faraday Future Intelligent Electric Inc.

    By:
    /s/ Dr. Carsten Breitfeld

    Dr. Carsten Breitfeld

    Global Chief Executive Officer

 cc: Michael P. Heinz, Sidley Austin LLP

Vijay S. Sekhon, Sidley Austin LLP

CORRESP
1
filename1.htm

    Sidley
    Austin LLP

    One
    South Dearborn Street

    Chicago,
    IL 60603

    +1
    312 853 7000

    +1
    312 853 7036 Fax

    AMERICA
● ASIA PACIFIC ● EUROPE

    MHEINZ@SIDLEY.COM

    +1
312 853 2071

November 3, 2022

VIA
EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn: Jennifer
Angelini

  Erin
Purnell

 Re: Faraday
                                            Future Intelligent Electric Inc.

                                            Amendment No. 4 to Registration Statement on Form S-1

                                            Filed October 7, 2022

                                            File No. 333-258993

Ladies
and Gentlemen:

On
behalf of Faraday Future Intelligent Electric Inc. (the “Company”), we are filing concurrently herewith Amendment No. 5 to
the above-referenced Registration Statement on Form S-1 (as so amended, the “Registration Statement”) via the Commission’s
EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated October 20, 2022
(the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with
the Staff’s comments presented in bold font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer
to page numbers in the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to
such terms in the Registration Statement.

Amendment
No. 4 to Registration Statement on Form S-1

Summary

Governance
Changes - Governance Agreement with FF Top and FF Global and Director

Resignations,
page 2

 1. Please
                                            revise your disclosure to reflect the governance changes and updates reported in your 8-K
                                            filed on October 18, 2022, and the Schedule 13D/A filed by FF Top on October 18, 2022. In
                                            addition, please revise to clarify when the 2022 AGM is expected to occur.

Response:
In response to the Staff’s comment, the Company updated the disclosure on pages 2-3, 24, 39, 64, 66, 93, 107-111, 113, 118, 124,
134 and 137-138 of the prospectus included in the Registration Statement.

*******

U.S. Securities and Exchange Commission

November 3,
2022

Page 2

If
you have any questions regarding the foregoing or the Registration Statement, please contact the undersigned at (312) 853-2071.

    Very
    truly yours,

    /s/
Michael P. Heinz

    Michael
    P. Heinz

cc: Brian
Fritz, Faraday Future Intelligent Electric Inc.

  Acting
General Counsel

United States securities and exchange commission logo
October 20, 2022
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed October 7, 2022
File No. 333-258993
Dear Carsten Breitfeld:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Summary
Governance Changes - Governance Agreement with FF Top and FF Global and Director
Resignations, page 2
1.Please revise your disclosure to reflect the governance changes and updates reported in
your 8-K filed on October 18, 2022, and the Schedule 13D/A filed by FF Top on October
18, 2022.  In addition, please revise to clarify when the 2022 AGM is expected to occur.

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 October 20, 2022 Page 2
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
October 20, 2022
Page 2
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

CORRESP
1
filename1.htm

    Sidley Austin LLP

    One South Dearborn Street

    Chicago, IL 60603

    +1 312 853 7000

    +1 312 853 7036 Fax

    AMERICA ● ASIA PACIFIC ●
    EUROPE

    MHEINZ@SIDLEY.COM

    +1 312 853 2071

October 7, 2022

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jennifer Angelini

Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed August 30, 2022

File No. 333-258993

Ladies and Gentlemen:

On behalf of Faraday Future Intelligent Electric
Inc. (the “Company”), we are filing concurrently herewith Amendment No. 4 to the above-referenced Registration Statement on
Form S-1 (as so amended, the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) contained in the Staff’s letter dated September 13, 2022 (the “Letter”). For ease of
reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold font type.

The responses below follow the sequentially numbered
comments from the Letter. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

General

1. We note your revisions in response to comment 1. Please further revise your disclosure to address the following:

 ● Disclose the effective purchase price or exercise price for all the securities being offered, explaining the basis and/or making
assumptions as needed; if the price is zero, clearly so state.

Response: In response to the Staff’s
comment, the Company updated the disclosure on pages 9-10 of the prospectus included in the Registration Statement.

U.S. Securities and Exchange Commission

October 7, 2022

Page 2

 ● Disclose that while the holders of founder shares and representative shares (and other selling securityholders, as applicable)
may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the current trading price.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 9 of the prospectus included in the Registration Statement.

 ● Disclose more prominently the potential profit the selling securityholders will earn based on the current trading prices. In this
regard, we note the lead-in to the table on page 9 refers to profit, but this does not appear to be disclosed.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 10 of the prospectus included in the Registration Statement.

 ● Reconcile the apparent discrepancy between the number of shares issued upon exercise of options, stated as 681,792 on page 8 and
484,856 on page 9.

Response: In response to the Staff’s
comment, the Company updated the number of shares issued upon exercise of options stated on page 9 of the prospectus included in the Registration
Statement.

2. Please update your discussion of the Holding Foreign Companies Accountable Act to disclose the Statement of Protocol signed by
the PCAOB and the CSRC of the People’s Republic of China on August 26, 2022. Please balance the disclosure regarding the Statement
of Protocol by stating that when the PCAOB reassesses its determinations by the end of 2022, it could determine that it was unable to
inspect and investigate completely your auditor.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 50 of the prospectus included in the Registration Statement.

Cover Page

3. We note your response to comment 8 and reissue our comment. Please revise your prospectus cover to highlight the significant negative
impact sales of share on this registration statement could have on the public trading price of the Class A common stock.

Response: The disclosure on the cover page
has been revised in response with the Staff’s comment.

U.S. Securities and Exchange Commission

October 7, 2022

Page 3

Risk Factors

FF has a limited operating history and faces significant barriers...,
page 13

4. We note your disclosure that you have not started commercial production of your first electric vehicle and that you expect deliveries
of the FF 91 series to begin in the fourth quarter of 2022. Please provide support for your statement that deliveries will begin in the
fourth quarter of 2022.

Response: We acknowledge the Staff’s
comment and note the following:

The Company’s management most recently expected
deliveries of the FF 91 series to begin in the fourth quarter of 2022 based on certain assumptions, including the availability of new
funds beginning in the second half of September 2022, timely completion of key equipment installation work at the ieFactory California
in Hanford, California, suppliers meeting their commitments on program deliverables including parts, and timely and successful certification
testing. However, in view of its current cash positions and anticipated cash burn, as well as status of its funding activities, the Company
has concluded that deliveries of the FF 91 would not begin in the fourth quarter of 2022, and instead expects to announce a new timetable
for the production and deliveries of the FF 91.

FF’s operating results forecast relies
in large part upon assumptions and analyses developed by its management..., page 14

5. We note that you project that you will require additional funds by late September 2022 in order to continue operations. Please
revise to provide the status of such additional funds.

Response: In response to the
Staff’s comment, the Company updated the disclosure on pages 16-18, 70-71 and 77-78 of the prospectus included in the
Registration Statement.

*******

U.S. Securities and Exchange Commission

October 7, 2022

Page 4

If you have any questions
regarding the foregoing or the Registration Statement, please contact the undersigned at (312) 853-2071.

    Very truly yours,

    /s/ Michael P. Heinz

    Michael P. Heinz

cc: Brian Fritz, Faraday Future Intelligent Electric Inc.

Assistant General Counsel

United States securities and exchange commission logo
September 13, 2022
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 30, 2022
File No. 333-258993
Dear Dr. Breitfeld:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 6, 2022, letter.
Amendment No. 3 to Form S-1
General
1.We note your revisions in response to comment 1.  Please further revise your disclosure to
address the following:

•Disclose the effective purchase price or exercise price for all the securities being
offered, explaining the basis and/or making assumptions as needed; if the price is
zero, clearly so state.

•Disclose that while the holders of founder shares and representative shares (and other
selling securityholders, as applicable) may experience a positive rate of return based

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 13, 2022 Page 2
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2022
Page 2
on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price.

•Disclose more prominently the potential profit the selling securityholders will earn
based on the current trading prices.  In this regard, we note the lead-in to the table on
page 9 refers to profit, but this does not appear to be disclosed.

•Reconcile the apparent discrepancy between the number of shares issued upon
exercise of options, stated as 681,792 on page 8 and 484,856 on page 9.
2.Please update your discussion of the Holding Foreign Companies Accountable Act to
disclose the Statement of Protocol signed by the PCAOB and the CSRC of the People’s
Republic of China on August 26, 2022.  Please balance the disclosure regarding the
Statement of Protocol by stating that when the PCAOB reassesses its determinations by
the end of 2022, it could determine that it was unable to inspect and investigate
completely your auditor.
Cover Page
3.We note your response to comment 8 and reissue our comment.  Please revise your
prospectus cover to highlight the significant negative impact sales of share on this
registration statement could have on the public trading price of the Class A common
stock.
Risk Factors
FF has a limited operating history and faces significant barriers..., page 13
4.We note your disclosure that you have not started commercial production of your first
electric vehicle and that you expect deliveries of the FF 91 series to begin in the fourth
quarter of 2022.  Please provide support for your statement that deliveries will begin in the
fourth quarter of 2022.
FF's operating results forecast relies in large part upon assumptions and analyses developed by
its management..., page 14
5.We note that you project that you will require additional funds by late September 2022 in
order to continue operations.  Please revise to provide the status of such additional funds.

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 13, 2022 Page 3
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2022
Page 3
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

United States securities and exchange commission logo
September 1, 2022
Brian Fritz, Esq.
Acting General Counsel
Faraday Future Intelligent Electric Inc.
18455 South Figueroa Street
Los Angeles, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Preliminary Proxy Statement on Schedule 14A filed August 29, 2022
File No. 001-39395
Dear Mr. Fritz:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed August 29, 2022
Proposal 3: The Removal Proposal, page 16
1.Disclosure indicates that "[d]ue to FF Top’s indicated intent to remove Mr. Krolicki from
the Board, a majority of the Board...has determined to put to a stockholder vote whether to
remove Brian K. Krolicki from the Board. The Company maintains the position that FF
Top does not have the right to unilaterally remove Mr. Krolicki from the Board at this
time."  Given the Company's position in the second sentence, please advise, with a view
towards disclosure, why the Board is soliciting stockholders' vote to remove Mr. Krolicki.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.

 FirstName LastNameBrian Fritz, Esq.
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 1, 2022 Page 2
 FirstName LastName
Brian Fritz, Esq.
Faraday Future Intelligent Electric Inc.
September 1, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Vijay Sekhon

United States securities and exchange commission logo
August 30, 2022
Jay Sheng
Head of Operations
FF Global Partners LLC
3655 Torrance Blvd
Suite 361-362
Torrance, CA 90503
Re:Faraday Future Intelligent Electric Inc.
Preliminary Proxy Statement on Schedule 14A filed August 17, 2022
Filed by FF Global Partners LLC, Pacific Technology Holding LLC and FF
Top Holding LLC
File No. 001-39395
Dear Mr. Sheng:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used in this letter have the same meaning as in the preliminary consent
statement unless otherwise indicated.
Preliminary Proxy Statement on Schedule 14A filed August 17, 2022
General
1.Please advise us when the Participants anticipate distributing the proxy statement. Given
that reliance on Exchange Act Rule 14a-5(c) is impermissible at any time before the
registrant distributes its proxy statement, the Participants will accept all legal risk in
connection with distributing the initial definitive proxy statement without all required
disclosures and should undertake to subsequently provide any omitted information in a
supplement in order to mitigate that risk.

 FirstName LastNameJay Sheng
 Comapany NameFF Global Partners LLC
 August 30, 2022 Page 2
 FirstName LastName
Jay Sheng
FF Global Partners LLC
August 30, 2022
Page 2
2.The proxy card included with the preliminary proxy statement should be clearly identified
as a preliminary version.  Refer to Exchange Act Rule 14a-6(e)(1) with respect to the
proxy card.  Please revise accordingly.
3.The proxy statement gives instructions for stockholders who wish to revoke their white
proxy cards and vote on the Participants' blue proxy card instead.  Please supplement the
disclosure to indicate that a stockholder of record may revoke or change proxy
instructions by submitting any properly executed, subsequently dated proxy card, as
opposed to only a blue proxy card.  Refer to Item 2 of Schedule 14A.
4.Please provide support for the following statements or revise as necessary:

•“ In partial compliance with its obligations under the Shareholder Agreement, the
Company has called the Special Meeting in order to permit shareholders to vote upon
the removal of Mr. Krolicki.”  It is our understanding that the Company has no
obligation under the Shareholder Agreement to hold a special meeting of
stockholders or to allow stockholders to vote upon the removal of Mr. Krolicki from
the Board.
•FF Top “has the right to remove its FF Top Designees at any time, for any reason or
no reason.”  It is our understanding that the Shareholder Agreement does not allow
FF Top to remove its designees to the Company’s board of directors until after the
second annual meeting of shareholders.
•"We understand that, during this meeting, Mr. Jordan Vogel stated to YT Jia, also in
the presence of Mr. Jia’s interpreter, that Mr. Vogel felt that Mr. Krolicki was not
qualified to serve on the Board.”  It is our understanding that Mr. Vogel never
communicated to Mr. Jia or anybody else associated with the Participants that he felt
Mr. Krolicki was not qualified to serve on the Board.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Kiran Kadekar

CORRESP
1
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    Sidley Austin LLP

    One South Dearborn Street

    Chicago, IL 60603

    +1 312 853 7000

    +1 312 853 7036 Fax

    AMERICA ●
    ASIA PACIFIC ● EUROPE

    MHEINZ@SIDLEY.COM

    +1 312 853 2071

August 29, 2022

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jennifer Angelini

  Erin Purnell

 Re: Faraday Future Intelligent Electric Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed June 9, 2022

File No. 333-258993

Ladies and Gentlemen:

On behalf of Faraday Future Intelligent Electric
Inc. (the “Company”), we are filing concurrently herewith Amendment No. 3 to the above-referenced Registration Statement on
Form S-1 (as so amended, the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) contained in the Staff’s letter dated July 7, 2022 (the “Letter”). For ease of reference,
the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font
type.

The responses below follow the sequentially numbered
comments from the Letter. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

General

 1. Revise your prospectus to disclose the price that each selling securityholder paid for the shares and warrants being registered
for resale. Highlight any differences in the current trading price, the prices that the sponsor and other selling securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the sponsor
and, if applicable, other selling securityholders may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices
and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading
price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s
comment, the Company revised the cover page, and also added the disclosure appearing on pages 8 and 56 of the prospectus included in the
Registration Statement.

U.S. Securities and Exchange Commission

August 29, 2022

Page 2

 2. Please revise your disclosure to clarify the number of shares outstanding as of a recent date and following the offering, assuming
full exercise of the overlying warrants and convertible notes. Additionally revise your prospectus summary to quantify all issuable shares
(e.g., pursuant to other convertible securities, employee stock options, etc.) and describe how these shares are treated throughout
the prospectus. In this regard, we note the following:

 ● Disclosure on page 7 indicates that 238,276,213 shares are outstanding, which is less than the 256,127,887 shares being offered
by the selling securityholders.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 7 of the prospectus included in the Registration Statement. The detailed breakdown
of the approximately 213 million shares of Class A Common Stock being offered by the selling securityholders is set forth on page 8 of
the prospectus included in the Registration Statement under the heading “Information Related to Offered Securities,” but to
briefly summarize, the total number of shares being offered by the selling securityholders under the Registration Statement exceeds the
total number of shares of Class A Common Stock issued and outstanding because the total number of shares being so offered includes the
following shares, none of which are currently issued and outstanding shares: (i) 64,000,588 shares of Class A Common Stock issuable upon
conversion of 64,000,588 shares of Class B Common Stock held by FF Top, and (ii) 21,263,758 shares of Class A Common Stock issuable as
“Earnout Shares” to certain selling securityholders upon the achievement in full of all earnout thresholds under the Merger
Agreement.

 ● The difference between the number of shares disclosed on page 7 as outstanding before and after the offering does not correspond
to the number of shares disclosed as issuable upon exercise of the overlying securities.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 7 of the prospectus included in the Registration Statement.

 ● Disclosure on page 123 indicates that beneficial ownership is based on 325,074,413 shares outstanding, yet the shares identified
(20,410,111 issuable upon transfer agent paperwork submission and 2,387,500 upon registration statement effectiveness), does not account
for the difference compared with 238,276,213 shares outstanding per page 7.

Response: In response to the Staff’s
comment, the Company updated the disclosure on the cover page and page 135 of the prospectus included in the Registration Statement. As
noted on page 135, the difference is accounted for by 64,000,588 shares of Class A Common Stock issuable upon conversion of 64,000,588
shares of Class B Common Stock held by FF Top, all of which are treated as issued and outstanding shares as of August 1, 2022 for purposes
of calculating the beneficial ownership percentages in the “Principal Stockholders” and “Selling Securityholders”
tables, even though they are not currently issued and outstanding shares. Please note that, as described in the Registration Statement,
20.3 million shares of Class A Common Stock that were previously issuable upon submission of paperwork to the transfer agent were issued
on July 22, 2022, and the 2,387,500 shares that were previously issuable upon the effectiveness of the Registration Statement were issued
on July 22, 2022 pursuant to a July 21, 2022 amendment to the Company’s services agreement with RMG.

 ● Disclosure regarding the unissued shares as of March 31, 2022, should be updated to the most recent practicable date (pages 123
and F-10).

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 135.

 ● We note disclosure on page F-10 that, “Until the holder of the right to receive shares of the Company’s Class A Common
Stock is issued shares, that holder does not have any of the rights of a stockholder.” Please provide your legal analysis regarding
the appropriateness of registering such unissued shares and identifying such holders as selling securityholders in the registration statement.

Response: The Company respectfully
advises the Staff that, as described in the Registration Statement and as noted above, the referenced shares have been issued on July
22, 2022.

U.S. Securities and Exchange Commission

August 29, 2022

Page 3

 3. Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies.
Non-exclusive examples of areas where disclosure should be updated are as follows:

 ● You state on page 10 that you “expect” to use net proceeds of $767.1 million from the business combination, in addition
to $172.0 million from notes payable, to finance the ongoing operations of the business, including settlement of indebtedness. This statement
should be updated given that the business combination was completed more than 11 months ago.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 18 of the prospectus included in the Registration Statement.

 ● You refer to the company’s “operating results forecast” (pages 4 and 9- 10) and “forecasts and projections
of working capital” (pages 12, 65, and F-10), but we could not find these financial forecasts and projections in the prospectus.

Response: In response to the Staff’s
comment, the Company updated the disclosure appearing on pages 5, 14-15, 18-19, 77 and F-11 of the prospectus included in the Registration
Statement.

 ● You state on pages 42-43 that the market prices of your securities “may” decline if the business combinations’
benefits do not meet the expectations of investors or securities analysts. This and similar risk factor disclosure, for instance on pages
43--44 and 48, should be updated to describe your actual trading history and analyst coverage since the business combination was completed.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 51 of the prospectus included in the Registration Statement.

 ● You state on page 59 that “FF expects these amounts to decrease significantly following the completion of the Business Combination.”
This disclosure should be updated to reflect actual changes that have taken place since the business combination was completed.

Response: In response to the Staff’s
comment, the Company updated the disclosure on page 72 of the prospectus included in the Registration Statement.

 4. We note your response to comment 1. Please revise your definition of “PRC” and “China” to include Hong
Kong or, alternatively, revise your risk factors and other relevant disclosure to address Hong Kong with the same degree of comprehensiveness
as you describe China. We also note that the registrant is defined as “FFIE,” while the consolidated company is defined as
“FF.” Accordingly, please revise references to the securities or offering throughout to refer to the registrant; for instance,
references on page 5 to “the value of FF’s securities” and “FF’s . . . ability to offer or continue to offer
our shares.”

Response: The Company respectfully advises
the Staff that the Company revised the disclosures in the prospectus included in the Registration Statement such that the definition of
the “PRC” or “China” includes Hong Kong, and references throughout the prospectus to the registrant’s securities
or the offering have been changed from “FF” to “FFIE.”

U.S. Securities and Exchange Commission

August 29, 2022

Page 4

 5. If any of your officers and directors are located in China, please revise to include a separate Enforceability section (i. e.,
in addition to your disclosure on page 42), to disclose the difficulty of bringing actions and enforcing judgements against these
individuals. Refer to Item 101(g) of Regulation S-K.

Response: In response to the Staff’s
comment, please note the Company’s existing disclosure on page 50 of the prospectus included in the Registration Statement and that
the Company provided additional disclosure on page 108 of the prospectus included in the Registration Statement.

Cover Page

 6. For each of the shares and warrants being registered for resale, disclose the price that the selling securityholders paid for such
shares, warrants, or securities overlying such shares. Revise the statement, “We will not receive any proceeds from the sale of
shares of Class A Common Stock by the Selling Securityholders,” to additionally refer to the sale of private warrants and, if true,
the conversion of the convertible note. Make conforming changes in the prospectus summary and elsewhere as appropriate.

Response: In response to the Staff’s
comment, the Company revised the cover page, and also added the disclosure appearing on pages 7-11, 56, 59, 60, and 164 of the prospectus
included in the Registration Statement.

 7. Disclose the exercise prices of the warrants compared to the market price of the underlying shares. If the warrants are out of
the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A, and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants
are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.

Response: In response to the Staff’s
comment, the Company revised the cover page, and also added the disclosure appearing on pages 7-11, 56, 59, 60, 76-80 and 164 of the prospectus
included in the Registration Statement.

 8. We note that the shares being registered for resale will constitute a considerable percentage of your public float. We also note
that some of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current
market price of the Class A common stock. Highlight the significant negative impact sales of shares on this registration statement could
have on the public trading price of the Class A common stock.

Response: In response to the Staff’s
comment, the Company revised the cover page, and also added the disclosure appearing on pages 53-54 and 56 of the prospectus included
in the Registration Statement.

The Company, page 1

 9. Please file the contract manufacturing agreement with Myoung Shin Co., Ltd. as an exhibit to the registration statement.

Response: The Company filed this agreement
as Exhibit 10.31.

Summary

PRC Subsidiaries

How Cash is Transferred Through Our Corporate Organization, page 2

 10. Please revise to disclose a narrative of the cash management policies and procedures that dictate how funds are transferred between
your entities, including whether cash generated from one subsidiary is used to fund another subsidiary’s operations, and whether
you have ever faced or could face difficulties or limitations in your ability to transfer cash between subsidiaries.

Response: In response to the Staff’s
comment, the Company updated the disclosure on pages 2-3 of the prospectus included in the Registration Statement.

U.S. Securities and Exchange Commission

August 29, 2022

Page 5

Requirements under PRC Laws and Regulations, page 4

 11. Please revise this section to disclose how you determined that no permissions or approvals were required in connection with your
offering. If you relied on counsel, identify counsel and file an exhibit. If you did not consult counsel, provide an explanation as to
why you did not consult counsel. Please expand or revise related risk factors as appropriate.

Response: In response to the Staff’s
comments, the Company updated the disclosures on page 4 of the prospectus included in the Registration Statement and filed a new Exhibit
23.3.

Risk Factors, page 8

 12. Include an additional risk factor highlighting the negative pressure that potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of
the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.
Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive
to sell if they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: In response to the Staff’s
comment, the Company added the disclosure appearing on pages 53-54 and 56 of the prospectus included in the Registration Statement.

 13. We note that you have deleted disclosures that, “We do not believe our PRC Subsidiaries are among the ‘operators of
critical information infrastructure’ or ‘data processors’” and “We believe that our PRC Subsidiaries are
in compliance with the aforementioned regulations and policies that have been issued by the Cyber Administration of China,” and
that disclosure on page 41 indicates your PRC Subsidiaries may o

United States securities and exchange commission logo
August 25, 2022
Becky Roof
Interim Chief Financial Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed May 13, 2022
File No. 001-39395
Dear Ms. Roof:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, CA 90248

August 5, 2022

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: 	Dale Welcome

Jean Yu

Re:  Faraday
                                            Future Intelligent Electric Inc.

    Form
                                            10-K for the Fiscal Year Ended December 31, 2021

    Filed
                                            May 13, 2022

    File
                                            No. 001-39395

Ladies and Gentlemen:

Set forth below is the response of Faraday Future Intelligent
Electric Inc. (the “Company”), to the comment made by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) by letter dated July 27, 2022 (the “Comment Letter”),
that relates to the Company’s Form 10-K for the fiscal year ended December 31, 2021 (File No. 001-39395), filed by the Company with
the Commission on May 13, 2022 (the “Form 10-K”). The headings and numbered paragraph below correspond to the headings
and numbered comment in the Comment Letter and are presented in bold italics.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 1. Business, page 3

 1. Please conform the disclosures in your Form 10-K, related to your operations in China and Hong Kong, with the disclosures in
your amended Form S-1, taking into consideration comments 1-9 from our letter dated September 13, 2021, comments 1-2 from our letter dated
October 19, 2021, and comments 4, 5, 10, 11, and 13 from our letter dated July 6, 2022, as applicable. Disclosures presented in the forepart/prospectus
of Form S-1 should be disclosed at the onset of Item 1. Business in your Form 10-K. Please confirm your understanding of this matter and
that you will comply with the requisite disclosures in your Form 10-K, as applicable, in your response to us.

The Company acknowledges the Staff’s comment
and undertakes that it will conform the “Item 1. Business” section disclosures in its future Annual Report on Form 10-K filings
with the disclosures in the Company’s amended Registration Statement on Form S-1 (File No. 333-258993) (the “Form S-1”),
taking into consideration comments 1-9 from the Staff’s letter dated September 13, 2021, comments 1-2 from the Staff’s letter
dated October 19, 2021, and comments 4, 5, 10, 11, and 13 from the Staff’s letter dated July 6, 2022, as applicable. The Company
also undertakes to include the disclosures presented in the forepart/prospectus of the Form S-1 at the onset of the “Item 1. Business”
section in its future Annual Report on Form 10-K filings.

If you have any questions regarding these matters,
please do not hesitate to contact the undersigned at (310) 415-4807.

    Respectfully,

    /s/ Becky Roof

    Becky Roof
Interim Chief Financial Officer

cc:  Vijay S. Sekhon, Sidley Austin LLP

    Michael Heinz, Sidley Austin LLP

United States securities and exchange commission logo
July 27, 2022
Becky Roof
Interim Chief Financial Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed May 13, 2022
File No. 001-39395
Dear Ms. Roof:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business, page 3
1.Please conform the disclosures in your Form 10-K, related to your operations in China and
Hong Kong, with the disclosures in your amended Form S-1, taking into consideration
comments 1-9 from our letter dated September 13, 2021, comments 1-2 from our letter
dated October 19, 2021, and comments 4, 5, 10, 11, and 13 from our letter dated July 6,
2022, as applicable. Disclosures presented in the forepart/prospectus of Form S-1 should
be disclosed at the onset of Item 1. Business in your Form 10-K.  Please confirm your
understanding of this matter and that you will comply with the requisite disclosures in
your Form 10-K, as applicable, in your response to us.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameBecky Roof
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 27, 2022 Page 2
 FirstName LastName
Becky Roof
Faraday Future Intelligent Electric Inc.
July 27, 2022
Page 2
            You may contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 6, 2022
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 9, 2022
File No. 333-258993
Dear Dr. Breitfeld:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 19, 2021 letter.
Amendment No. 2 to Form S-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale.  Highlight any differences in the current
trading price, the prices that the sponsor and other selling securityholders acquired their
shares and warrants, and the price that the public securityholders acquired their shares and
warrants.  Disclose that while the sponsor and, if applicable, other selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 6, 2022 Page 2
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
July 6, 2022
Page 2
current trading price.  Lastly, please include appropriate risk factor disclosure.
2.Please revise your disclosure to clarify the number of shares outstanding as of a recent
date and following the offering, assuming full exercise of the overlying warrants and
convertible notes.  Additionally revise your prospectus summary to quantify all issuable
shares (e.g., pursuant to other convertible securities, employee stock options, etc.) and
describe how these shares are treated throughout the prospectus.  In this regard, we note
the following:

•Disclosure on page 7 indicates that 238,276,213 shares are outstanding, which is less
than the 256,127,887 shares being offered by the selling securityholders.

•The difference between the number of shares disclosed on page 7 as outstanding
before and after the offering does not correspond to the number of shares disclosed as
issuable upon exercise of the overlying securities.

•Disclosure on page 123 indicates that beneficial ownership is based on 325,074,413
shares outstanding, yet the shares identified (20,410,111 issuable upon transfer agent
paperwork submission and 2,387,500 upon registration statement effectiveness), does
not account for the difference compared with 238,276,213 shares outstanding per
page 7.

•Disclosure regarding the unissued shares as of March 31, 2022, should be updated to
the most recent practicable date (pages 123 and F-10).

•We note disclosure on page F-10 that, "Until the holder of the right to receive shares
of the Company’s Class A Common Stock is issued shares, that holder does not have
any of the rights of a stockholder."  Please provide your legal analysis regarding the
appropriateness of registering such unissued shares and identifying such holders as
selling securityholders in the registration statement.
3.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies.  Non-exclusive examples of areas
where disclosure should be updated are as follows:

•You state on page 10  that you "expect" to use net proceeds of $767.1 million from
the business combination, in addition to $172.0 million from notes payable, to to
finance the ongoing operations of the business, including settlement of indebtedness.
This statement should be updated given that the business combination was completed
more than 11 months ago.

•You refer to the company's "operating results forecast" (pages 4 and 9-
10) and "forecasts and projections of working capital" (pages 12, 65, and F-10), but
we could not find these financial forecasts and projections in the prospectus.

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 6, 2022 Page 3
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
July 6, 2022
Page 3
•You state on pages 42-43 that the market prices of your securities "may" decline if
the business combinations' benefits do not meet the expectations of investors or
securities analysts.  This and similar risk factor disclosure, for instance on pages 43-
44 and 48, should be updated to describe your actual trading history and analyst
coverage since the business combination was completed.

•You state on page 59 that "FF expects these amounts to decrease significantly
following the completion of the Business Combination."  This disclosure should be
updated to reflect actual changes that have taken place since the business
combination was completed.
4.We note your response to comment 1.  Please revise your definition of "PRC" and "China"
to include Hong Kong or, alternatively, revise your risk factors and other relevant
disclosure to address Hong Kong with the same degree of comprehensiveness as you
describe China.  We also note that the registrant is defined as "FFIE," while the
consolidated company is defined as "FF."  Accordingly, please revise references to the
securities or offering throughout to refer to the registrant; for instance, references on page
5 to "the value of FF's securities" and "FF’s . . . ability to offer or continue to offer our
shares."
5.If any of your officers and directors are located in China, please revise to include a
separate Enforceability section (i.e., in addition to your disclosure on page 42), to disclose
the difficulty of bringing actions and enforcing judgements against these individuals.
Refer to Item 101(g) of Regulation S-K.
Cover Page
6.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares, warrants, or securities overlying such shares.
Revise the statement, "We will not receive any proceeds from the sale of shares of Class
A Common Stock by the Selling Securityholders," to additionally refer to the sale of
private warrants and, if true, the conversion of the convertible note. Make conforming
changes in the prospectus summary and elsewhere as appropriate.
7.Disclose the exercise prices of the warrants compared to the market price of the
underlying shares.  If the warrants are out of the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A, and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
8.We note that the shares being registered for resale will constitute a considerable
percentage of your public float.  We also note that some of the shares being registered for

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 6, 2022 Page 4
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
July 6, 2022
Page 4
resale were purchased by the selling securityholders for prices considerably below the
current market price of the Class A common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the Class A common stock.
The Company, page 1
9.Please file the contract manufacturing agreement with Myoung Shin Co., Ltd. as an
exhibit to the registration statement.
Summary
PRC Subsidiaries
How Cash is Transferred Through Our Corporate Organization, page 2
10.Please revise to disclose a narrative of the cash management policies and procedures that
dictate how funds are transferred between your entities, including whether cash generated
from one subsidiary is used to fund another subsidiary's operations, and whether you have
ever faced or could face difficulties or limitations in your ability to transfer cash between
subsidiaries.
Requirements under PRC Laws and Regulations, page 4
11.Please revise this section to disclose how you determined that no permissions or approvals
were required in connection with your offering.  If you relied on counsel, identify counsel
and file an exhibit.  If you did not consult counsel, provide an explanation as to why you
did not consult counsel.  Please expand or revise related risk factors as appropriate.
Risk Factors, page 8
12.Include an additional risk factor highlighting the negative pressure that potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell if they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
13.We note that you have deleted disclosures that, "We do not believe our PRC Subsidiaries
are among the 'operators of critical information infrastructure' or 'data processors'" and
"We believe that our PRC Subsidiaries are in compliance with the aforementioned
regulations and policies that have been issued by the Cyber Administration of China," and
that disclosure on page 41 indicates your PRC Subsidiaries may or could become subject
to enhanced cybersecurity review or non-compliance investigations.  Please revise to
disclose your basis and reasons for changing the foregoing determinations.  If you relied
on counsel, identify counsel and file an exhibit.  If you did not consult counsel, provide an

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 6, 2022 Page 5
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
July 6, 2022
Page 5
explanation as to why you did not consult counsel.
FF identified material weaknesses in its internal control over financial reporting. . . . , page 16
14.Please address the following:

•Quantify the misstated amounts and/or provide a cross-reference to the notes to your
financial statements where these amounts are quantified.

•Revise the following disclosure to clarify its meaning and scope, "Additionally, each
of the material weaknesses described above could result in a misstatement of
substantially all of our accounts or disclosures that would result in a material
misstatement to the annual or interim consolidated financial statements that would
not be prevented or detected."  Eliminate wording that appears to imply an
inappropriate disclaimer of responsibility for your disclosure and financial
statements; e.g., "would result in a material misstatement . . . that would not be
prevented or detected."

•Revise to address specifically what remediation efforts you have taken so far and
what remains to be completed in your remediation plan.  Also, disclose how long you
estimate it will take to complete your plan and any associated material costs that you
have incurred or expect to incur.
FF Global, which is governed by an executive committee consisting of seven managers, may
exert influence. . . . , page 31
15.We note your revised disclosure regarding FF Global.  Please further revise to address the
following:

•The risk factor caption should be tailored to reflect the risks described therein, for
instance potential conflicts of interest and forced changes to management.

•Expand your disclosure regarding the shareholder litigation threatened by FF Global
to describe the board and management changes sought by FF Global, including the
request referenced in your Form 8-K filed June 27, 2022, the actions FF Global has
taken to date, and the expected response of the company.  Additionally clarify how
these relate to the company's internal review and consequent management changes.

•We note that disclosure describing Dr. Breitfeld as a non-voting member of FF
Global's board of managers has been deleted, while a note on page 112 refers to him
"stepping down."  Revise to clarify whether Dr. Breitfeld's removal from the board of
managers was voluntary or involuntary, and to describe the reasons for such removal.

•File the instruments governing FF Global's board of managers as exhibits to
registration statement.  In this regard, we note that Exhibit 10.4 identifies Mr. Jia as

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 July 6, 2022 Page 6
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
July 6, 2022
Page 6
the managing partner and indicates his approval is needed for certain matters.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
53
16.We note that the projected revenues for 2022 were $504 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
SPAC in connection with the evaluation of the business combination.  We also note that
you have no actual revenues for the three months ended March 31, 2022, and do not
expect to begin commercial production until the third quarter of 2022.  It appears likely
that you will miss your 2022 revenue projection.  Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the
company’s financial position and further risks to the business operations and liquidity in
light of these circumstances.
17.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.
18.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should
highlight the fact that FF Top Holding LLC and Season Smart Limited, beneficial owners
of over 36% and 20% of your outstanding shares, respectively, will be able to sell all of
their shares for so long as the registration statement of which this prospectus forms a part
is available for use.
19.We note your disclosure on page 56 that "certain individuals failed to cooperate and
withheld potentially relevant information in connection with the Special Committee
investig

CORRESP
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    Sidley
                                            Austin LLP

    One
    South Dearborn Street

    Chicago,
    IL 60603

    +1
    312 853 7000

    +1
    312 853 7036 Fax

    AMERICA
    ● ASIA PACIFIC ●EUROPE

    MHEINZ@SIDLEY.COM

    +1 312 853 2071

June 9, 2022

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Jennifer Angelini

  Erin Purnell

    Re:
    Faraday Future Intelligent Electric Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 4, 2021

File No. 333-258993

Ladies and Gentlemen:

On behalf of Faraday Future
Intelligent Electric Inc. (the “Company”), we are filing concurrently herewith Amendment No. 2 to the above-referenced Registration
Statement on Form S-1 (as so amended, the “Registration Statement”) via the Commission’s EDGAR system. In this letter,
we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter dated October 19, 2021 (the “Letter”). For
ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold font type.

The responses below follow
the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers in the
Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration
Statement.

U.S. Securities and Exchange Commission

June 9, 2022

Page 2

 1. We note that your responses to our comment letter refer to your operations and subsidiaries in China,
but not in Hong Kong. Your list of subsidiaries filed as exhibit 21.1 indicates that you have three Hong Kong subsidiaries. Accordingly,
please revise the China-based disclosure on your prospectus cover page and elsewhere to refer to your operations and subsidiaries in Hong
Kong.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on the cover page and pages i, 2, 5, 32 and 75 of the prospectus included in the Registration
Statement accordingly.

The Company respectfully advises the Staff that
the Company’s existing Hong Kong subsidiaries are not currently operating subsidiaries and the Company does not currently conduct
business operations in Hong Kong.

 2. We note that your definition of “PRC Subsidiaries” refers to operating subsidiaries on
the cover, all subsidiaries on page i, and three specified subsidiaries on page 2. Please revise to reconcile this apparent inconsistency.

Response: In response to the Staff’s
comment, the Company has revised the definition of “PRC Subsidiaries” in all applicable places in the Registration Statement
to clarify that “PRC Subsidiaries” refers to all subsidiaries of the Company organized in China and in Hong Kong.

 3. We note your disclosure that, as a result of the risks identified, your operations and/or the value
of your Class A Common Stock and Warrants may be “adversely affected.” Please revise to indicate whether the risks could result
in a “material change” in your operations and/or securities value, if true.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on the cover page of the prospectus and elsewhere in the Registration Statement accordingly.

U.S. Securities and Exchange Commission

June 9, 2022

Page 3

 4. We note the reference to “our ability to offer or continue to offer securities . . . .”
Since the selling shareholders are offering to sell shares and warrants pursuant to the prospectus, please revise to additionally refer
to the ability of the selling shareholders to offer the securities. Please make conforming changes to your summary and risk factors.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on the cover page and on pages 5, 6 and 37 of the prospectus included in the Registration
Statement accordingly.

 5. We note your disclosure that FF Top exercises voting power over 37.4% of the outstanding common stock.
We also note your disclosure in the next paragraph on page 46 that FF Top beneficially owns 67.2% of FF’s outstanding common shares
and the voting power of such shares. Please explain why these statements are not contradictory or revise.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 47 of the prospectus included in the Registration Statement accordingly.

*******

U.S. Securities and Exchange Commission

June 9, 2022

Page 4

If you have any questions regarding the foregoing
or the Registration Statement, please contact the undersigned at (312) 853-2071.

    Very truly yours,

    /s/ Michael P. Heinz

    Michael P. Heinz

cc:  Brian Fritz, Faraday Future Intelligent Electric Inc.

  Assistant General Counsel

United States securities and exchange commission logo
October 19, 2021
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 4, 2021
File No. 333-258993
Dear Dr. Breitfeld:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 13, 2021, letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note that your responses to our comment letter refer to your operations and
subsidiaries in China, but not in Hong Kong.  Your list of subsidiaries filed as exhibit 21.1
indicates that you have three Hong Kong subsidiaries.  Accordingly, please revise the
China-based disclosure on your prospectus cover page and elsewhere to refer to your
operations and subsidiaries in Hong Kong.
2.We note that your definition of "PRC Subsidiaries" refers to operating subsidiaries on the
cover, all subsidiaries on page i, and three specified subsidiaries on page 2.  Please revise
to reconcile this apparent inconsistency.

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 October 19, 2021 Page 2
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
October 19, 2021
Page 2
Cover Page
3.We note your disclosure that, as a result of the risks identified, your operations and/or the
value of your Class A Common Stock and Warrants may be "adversely affected."  Please
revise to indicate whether the risks could result in a "material change" in your operations
and/or securities value, if true.
4.We note the reference to "our ability to offer or continue to offer securities . . . ."  Since
the selling shareholders are offering to sell shares and warrants pursuant to the prospectus,
please revise to additionally refer to the ability of the selling shareholders to offer the
securities.  Please make conforming changes to your summary and risk factors.
Risk Factors
Concentration of ownership may have the effect of delaying or preventing a change in control,
page 45
5.We note your disclosure that FF Top exercises voting power over 37.4% of the
outstanding common stock.  We also note your disclosure in the next paragraph on page
46 that FF Top beneficially owns 67.2% of FF’s outstanding common shares and the
voting power of such shares.  Please explain why these statements are not contradictory or
revise.
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

CORRESP
1
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    Sidley Austin LLP

    One South Dearborn Street

    Chicago, IL 60603

    +1 312 853 7000

    +1 312 853 7036 Fax

    AMERICA ·
    ASIA PACIFIC · EUROPE

    MHEINZ@SIDLEY.COM

    +1 312 853 2071

October 4, 2021

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jennifer Angelini

  Erin Purnell

    Re:
    Faraday Future Intelligent Electric Inc.

Amendment No. 1 to Registration Statement on Form S-1

Submitted August 20, 2021

File No. 333-258993

Ladies and Gentlemen:

On behalf of Faraday Future
Intelligent Electric Inc. (the “Company”), we are confidentially submitting concurrently herewith Amendment No. 1 to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter,
we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter dated September 13, 2021 (the “Letter”). For
ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold font type.

The responses below follow
the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers in the
Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration
Statement.

 1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company
but a Delaware holding company with operations conducted by your subsidiaries based in China and Hong Kong, and that this structure involves
unique risks to investors. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result
of this structure.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on the cover page of the prospectus included in the Registration Statement.

U.S. Securities and Exchange Commission

October 4, 2021

Page 2

 2. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of your ordinary shares or could significantly limit or completely hinder
the selling shareholders’ ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government,
such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s
ability to conduct its business, accept foreign investments, or maintain its listings on an U.S. or other foreign exchange. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on the cover page and “Summary” section of the prospectus included in the
Registration Statement.

The Company respectfully advises the Staff that the
Company does not conduct a majority of its operations in China. The Company’s headquarters are in Los Angeles, California. The Company’s
production facility is located in Hanford, California, where it intends to manufacture vehicles. Currently, the Company intends to address
additional future production capacity needs through a contract manufacturing partner in South Korea and other manufacturing options. The
Company has additional engineering, sales, and operational capabilities in China, with plans to develop its manufacturing capabilities
in China through a joint venture or other arrangements.

As of June 30, 2021 and December 31, 2020,
the Company’s China-based assets were only 3.51% and 3.83%, respectively, of the Company’s consolidated assets. During
the six months ended June 30, 2021 and the year ended December 31, 2020, China-based operating expenses were 9.02% and 18.10%,
respectively, of the Company’s consolidated operating expenses.

As part of the Company’s dual-market strategy,
the Company intends to expand its operations in China, thus, substantial aspects of its business and operations may be based in China
in the future.

The Company also respectfully advises the Staff
that the Company does not currently have any interest in any variable interest entities. As disclosed in the Registration Statement, the
variable entity interest contractual arrangements within the Company’s corporate structure had been terminated on August 5, 2020.

 3. Clearly disclose how you will refer to the holding company, subsidiaries, and other entities when providing
the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary or other entities. Disclose clearly the entity (including the domicile) in which investors are
purchasing their interest.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on the cover page of the prospectus included in the Registration Statement.

U.S. Securities and Exchange Commission

October 4, 2021

Page 3

 4. In your summary of risk factors, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China and Hong Kong poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations and/or the value of your ordinary shares. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder the selling shareholders’ ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on pages 6-7 of the Registration Statement. The Company also revised its disclosures on pages 30-40 of the Registration Statement to discuss in detail the various risks related to
the Company’s operations in China.

 5. Disclose each permission that you, your subsidiaries, or your selling shareholders are required to
obtain from Chinese authorities to operate and offer these securities to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC),
or any other entity that is required to approve your or your subsidiaries’ operations, and state affirmatively whether you have received
all requisite permissions and whether any permissions have been denied.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on page 4 of the Registration Statement.

 6. Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under your operating structure. Quantify any cash flows and transfers of other assets by
type that have occurred between the holding company and its subsidiaries and direction of transfer. Quantify any dividends or distributions
that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on
your ability to distribute earnings from your subsidiaries to the parent company and U.S. investors as well as the ability to settle amounts
owed.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on pages 2-3 of the Registration Statement.

U.S. Securities and Exchange Commission

October 4, 2021

Page 4

 7. Given the Chinese government’s significant oversight and discretion over the conduct of your
business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of your common stock. Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder the selling
shareholders’ ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on pages 30-32, and 35-37 of the Registration Statement.

 8. In light of recent events indicating greater oversight by the CAC over data security, particularly
for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business
and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the
CAC to date.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on pages 38-39 of the Registration Statement.

 9. We note the risk factor regarding PCAOB inspection limitations. Please revise to clarify whether any
auditors of your subsidiaries currently are not subject to PCAOB inspections. Please further assess the applicable risks, including risks
relating to the quality of your consolidated financial statements. Refer to CF Disclosure Guidance: Topic No. 10.

Response: In response to the Staff’s
comment, the Company has updated the disclosure on pages 39-40 of the Registration Statement.

The Company respectfully advises the Staff that
the Company’s principal auditor is an independent registered public accounting firm in the U.S., registered with, and subject to
inspection by, the PCAOB. The Company also respectfully advises the Staff that the Company’s PRC Subsidiaries are being audited
under local GAAP by a local firm, which is not registered with, or subject to inspection by, the PCAOB.

*******

U.S. Securities and Exchange Commission

October 4, 2021

Page 5

If you have any questions regarding the foregoing
or the Registration Statement, please contact the undersigned at (312) 853-2071.

    Very truly yours,

    /s/ Michael P. Heinz

    Michael P. Heinz

 cc: Jarret Johnson, Faraday Future Intelligent Electric Inc.

 Vice President, General Counsel & Secretary

United States securities and exchange commission logo
September 13, 2021
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re:Faraday Future Intelligent Electric Inc.
Registration Statement on Form S-1
File No. 333-258993
Filed August 20, 2021
Dear Dr. Breitfeld:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Delaware holding company with operations conducted by your
subsidiaries based in China and Hong Kong, and that this structure involves unique risks
to investors.  Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China and Hong Kong.
Your disclosure should make clear whether these risks could result in a material change in
your operations and/or the value of your ordinary shares or could significantly limit or
completely hinder the selling shareholders’ ability to offer or continue to offer securities

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 13, 2021 Page 2
 FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2021
Page 2
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or maintain its listings on an U.S. or other foreign
exchange.  Your prospectus summary should address, but not necessarily be limited to, the
risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations.  Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entities.  Disclose clearly the
entity (including the domicile) in which investors are purchasing their interest.
Summary, page 1
4.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China and Hong Kong
poses to investors.  In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus.  For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your ordinary shares.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder the selling shareholders’ ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
5.Disclose each permission that you, your subsidiaries, or your selling shareholders are
required to obtain from Chinese authorities to operate and offer these securities to foreign
investors.  State whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), the Cyberspace
Administration of China (CAC), or any other entity that is required to approve your or
your subsidiaries' operations, and state affirmatively whether you have received all
requisite permissions and whether any permissions have been denied.
6.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure.  Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries and direction of transfer.  Quantify any

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 13, 2021 Page 3
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2021
Page 3
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences.  Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences.  Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors.  Describe any restrictions and limitations on your ability to
distribute earnings from your subsidiaries to the parent company and U.S. investors as
well as the ability to settle amounts owed.
Risk Factors
Risks Related to FF's Operations in China, page 26
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder the selling shareholders' ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless.
8.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure to explain how this oversight impacts your business and your offering and to
what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
9.We note the risk factor regarding PCAOB inspection limitations.  Please revise to clarify
whether any auditors of your subsidiaries currently are not subject to PCAOB
inspections.  Please further assess the applicable risks, including risks relating to the
quality of your consolidated financial statements.  Refer to CF Disclosure Guidance:
Topic No. 10.

 FirstName LastNameCarsten Breitfeld
 Comapany NameFaraday Future Intelligent Electric Inc.
 September 13, 2021 Page 4
 FirstName LastName
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2021
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael P. Heinz

CORRESP
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Property Solutions Acquisition Corp.

654 Madison Avenue

New York, New York 10065

June 23, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

  Attention:

  Geoffrey Kruczek, Staff Attorney

  Asia Timmons-Pierce, Staff Attorney

           Re:

  Property Solutions Acquisition Corp.

  Registration Statement on Form S-4

  Amendment No. 3 Filed on June 23, 2021

Ladies and Gentlemen:

In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration
of the effective date of the Registration Statement on Form S-4 filed on June 23, 2021 (the “Registration Statement”)
of Property Solutions Acquisition Corp. (the “Company”). We respectfully request that the Registration
Statement become effective as of 4:00 p.m. Eastern Time on June 24, 2021, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Om Pandya
at (713) 546-7519 or, in his absence, Paul Robe at (713) 546-7516.

Thank you for your assistance in this matter.

    Very truly yours,

    PROPERTY SOLUTIONS ACQUISITION CORP.

    By:
    /s/ Jordan Vogel

    Jordan Vogel

    Co-Chief Executive Officer

cc: Aaron Feldman, Property Solutions Acquisition Corp.

  Dr. Carsten Breitfeld, FF Intelligent Mobility Global Holdings
Ltd.

  Zvi Glasman FF Intelligent Mobility Global Holdings Ltd.

  Ryan J. Maierson, Latham & Watkins LLP

  David S. Allinson, Latham & Watkins LLP

  Vijay S. Sekhon, Sidley Austin LLP

  Michael P. Heinz, Sidley Austin LLP

CORRESP
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Property Solutions Acquisition Corp.

654 Madison Avenue, Suite 1009

New York, NY 10065

June 23, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Geoffrey Kruczek, Staff Attorney

Asia Timmons-Pierce, Staff Attorney

 Re: Property
Solutions Acquisition Corp.

Registration Statement on Form S-4

Amendment No. 2 Filed on June 21, 2021

File No. 333-255027

Ladies and Gentlemen:

This letter sets forth the
responses of Property Solutions Acquisition Corp. (the “Company,” “PSAC,” “we,”
“our” and “us”) to the comments set forth in the comment letter of the staff of the
Securities and Exchange Commission (the “Staff”) dated June 22, 2021 (the “Comment Letter”)
relating to the Registration Statement on Form S-4 filed on April 5, 2021, as amended on June 1, 2021 and as further amended on June 21,
2021 (the “Registration Statement”). The Company has also revised the Registration Statement in response to
the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment
to the Registration Statement (“Amendment No. 3”) which reflects these revisions and generally updates certain
information in the Registration Statement.

To assist your
review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the
response of the Company with respect thereto or a statement identifying the location in Amendment No. 3 of the requested disclosure or
revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the proxy statement/consent
solicitation statement/prospectus included in Amendment No. 3 to the above-referenced Registration Statement. Capitalized terms used but
not defined herein have the meanings ascribed to such terms in Amendment No. 3.

Summary,
page 21

    1.
    Please disclose the potential issuance of 15,334,634 shares of New FF Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash upon closing of the Business Combination.  Please clearly disclose that the equity interest to be issued to the holders of interest in the Vendor Trust is reflected in the 66% ownership interests to be held by FF stakeholders.

Response: The Company has revised
the Registration Statement in response to the Staff’s comment to disclose the potential issuance of 10,582,216 shares of New FF
Class A common stock to holders of interests in the Vendor Trust subject to their right to elect to receive up to $10 million in cash
upon closing of the Business Combination and noted that this amount is reflected in disclosure of the 66% ownership interests to be held
by FF stakeholders. The number of shares has been updated from 15,334,634 to reflect the latest share allocation schedule. The Company
has also updated the number of shares on page 193, which was stated incorrectly in Amendment No. 2 to the Registration Statement, but
the Company notes that no other amounts were incorrectly stated as a result of this update. Please see the cover page and pages ii, 3,
10, 25, 63, 81, 114 and 193 of Amendment No. 3.

Exhibit 5.1,
page II-4

    2.
    We note the registration of an additional 6,017,446 shares of Class A common stock and 1,504,237 shares of Class B common stock.  Please file an updated legal opinion that reflects the total number of shares being registered.

Response: The Company has filed
an updated legal opinion that reflects the additional 6,017,446 shares of Class A common stock and 1,504,237 shares of Class B common
stock being registered. Please Exhibit 5.1 of Amendment No. 3.

We hope the foregoing answers
are responsive to your comments. Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson
of Latham & Watkins LLP, at (713) 546-7420.

    Very truly yours,

    Property Solutions Acquisition Corp.

    By:
    /s/ Jordan Vogel

    Name:
    Jordan Vogel

    Title:
    Co-Chief Executive Officer

    cc:
    Aaron Feldman, Property Solutions Acquisition Corp.

Dr. Carsten Breitfeld, FF Intelligent Mobility Global Holdings
Ltd.

Zvi Glasman, FF Intelligent Mobility Global Holdings Ltd.

Ryan J. Maierson, Latham & Watkins LLP

David S. Allinson, Latham & Watkins LLP

Vijay S. Sekhon, Sidley Austin LLP

Michael P. Heinz, Sidley Austin LLP

United States securities and exchange commission logo
June 22, 2021
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Re:Property Solutions Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed June 21, 2021
File No. 333-255027
Dear Mr. Vogel:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Summary, page 1
1.Please disclose the potential issuance of 15,334,634 shares of New FF Class A common
stock to holders of interests in the Vendor Trust subject to their right to elect to receive up
to $10 million in cash upon closing of the Business Combination.  Please clearly disclose
that the equity interest to be issued to the holders of interest in the Vendor Trust is
reflected in the 66% ownership interests to be held by FF stakeholders.
Exhibit 5.1, page II-4
2.We note the registration of an additional 6,017,446 shares of Class A common stock and
1,504,237 shares of Class B common stock.  Please file an updated legal opinion
that reflects the total number of shares being registered.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 June 22, 2021 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
June 22, 2021
Page 2
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David S. Allinson

CORRESP
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Property Solutions Acquisition Corp.

654 Madison Avenue, Suite 1009

New York, NY 10065

June 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Geoffrey Kruczek, Staff Attorney

Asia Timmons-Pierce, Staff Attorney

    Re:
    Property Solutions Acquisition Corp.

Registration Statement on Form S-4

Amendment No. 1 Filed on May 28, 2021

File No. 333-255027

Ladies and Gentlemen:

This letter sets forth
the responses of Property Solutions Acquisition Corp. (the “Company,” “PSAC,”
“we,” “our” and “us”) to the comments set forth in the
comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated June 16, 2021
(the “Comment Letter”) relating to the Registration Statement on Form S-4 filed on April 5, 2021, as
amended on June 1, 2021 (the “Registration Statement”). The Company has also revised the Registration
Statement in response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and
Exchange Commission an amendment to the Registration Statement (“Amendment No. 2”) which reflects these
revisions and generally updates certain information in the Registration Statement.

  To assist your
review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the
response of the Company with respect thereto or a statement identifying the location in Amendment No. 2 of the requested disclosure or
revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the proxy statement/consent
solicitation statement/prospectus included in Amendment No. 2 to the above-referenced Registration Statement. Capitalized terms used but
not defined herein have the meanings ascribed to such terms in Amendment No. 2.

Selected
Historical Financial Information of PSAC, page 23

    1.
    Please revise the table to show the weighted average shares outstanding for the period from February 11, 2020 (inception) through March 31, 2020, which appears to be 5,200,000 shares.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to show the weighted average shares outstanding
for the period from February 11, 2020 (inception) through March 31, 2020 of 5,200,000 shares. Please see page  23 of
Amendment No. 2.

Summary Unaudited
Pro Forma Condensed Combined Financial Information, page 24

    2.
    In the balance sheet data as of March 31, 2021, it appears total stockholders’ deficit should be $937,077. Also, please appropriately re-label this line item since the amounts represent total stockholders' equity.

Response: The Company has
revised the Registration Statement in response to the Staff’s comment. Stockholders’ equity in the balance sheet data as
of March 31, 2021 has been updated to align with the latest stockholders’ equity amount per the Unaudited Pro Forma Condensed
Combined Balance Sheet on page 116. The stockholders’ equity amount is now $903,641 due to an update to the exchange ratio and
certain changes in the settlement of amounts in the vendor trust (see note 3(F) of the Unaudited Pro Forma Condensed Combined Financial Information). Additionally, the line item has been re-labeled
to stockholders' equity. Please see page 26 of Amendment No. 2.

June 21, 2021

Page 2

Comparative
Per Share Data, page 27

3. Please revise the first paragraph in the headnote to clarify pro forma book value per share information is presented as if the merger had been completed on March 31, 2021 and remove book value per share disclosures as of December 31, 2020. In addition, in regard to the FF (historical) column, as of and for the period ended March 31, 2021, we have the following comments:

 ● Please
demonstrate to us how you determined book value per share - class A and B was ($10.98).

 ● Please
reconcile or revise the weighted average shares outstanding – Class A and Class B, based on the number of shares presented
on the unaudited consolidated statement of operations for the three months ended March 31, 2021 on page F-3.

Response: The Company has
revised the Registration Statement in response to the Staff’s comment. The first paragraph in the headnote has been revised to
clarify pro forma book value per share information is presented as if the merger had been completed on March 31, 2021 and the book
value per share disclosures have been removed as of December 31, 2020. Please see pages 27 and 28 of Amendment No. 2.

    ●
    The book
    value per share – Class A and B is calculated by dividing the total stockholders’ deficit of ($2,066,800) by the number
    of issued and outstanding shares of Class A and B Ordinary Stock of 200,166,434 as of March 31, 2021 (see Condensed Consolidated
    Statements of Convertible Preferred Stock and Stockholders’ Deficit on F-4). The Book Value Per Share – Class A and B
    has been updated to properly reflect this calculation and is now ($10.33). Please see page 28 of Amendment No. 2.

    ●
    The
    weighted average shares outstanding has been revised to align with the number of shares presented on the unaudited consolidated
    statement of operations for the three months ended March 31, 2021 on page F-3. The FF (historical) weighted average shares
    outstanding is now appropriately reflected as 198,359,348. Additionally, the Pro Forma Combined weighted average shares outstanding
    have been updated to reflect the change in the exchange ratio from 0.13625 to 0.13957. The Comparative Per Share, Unaudited Pro Forma Condensed Combined Financial Information, and related disclosures
have been updated to reflect both of these changes. Please see page 28 of Amendment No. 2.

Unaudited
Pro Forma Condensed Combined Financial Information, page 112

4. We appreciate your response to prior comment six. In regard to Note 3, please further address the following:

 ● Revise
                                            (F) to clarify whether the adjustment to notes payable is $158.1 million (per the pro forma
                                            balance sheet) or $155.8 million (per note 3(F)).

 ● In
                                            regard to (BB), your response indicates the remaining interest expense for the year ended
                                            December 31, 2020, relates to capital lease interest and interest related to accounts payable
                                            invoices. We assume the remaining interest expense for the period ended March 31, 2021 also
                                            relates to debt issued during the interim period that will remain outstanding. Expand
                                            (BB) to clarify what the remaining interest expense for the year ended December 31, 2020
                                            and the period ended March 31, 2021 relate to.

Response: The Company has revised
the Registration Statement in response to the Staff’s comment as follows:

    ●
    The
    adjustment to notes payable in note (3F) has been revised to align with the pro forma balance sheet amount of $158.1 million. Please see page 121 of Amendment No. 2.

June 21, 2021

Page 3

    ●
    With regards to (BB), you are correct that some of the remaining interest relates to debt that will remain outstanding. This is true for both the year ended December 31, 2020 and the period ended March 31, 2021; however, it is much more significant for the period ended March 31, 2021. (BB) has been expanded to include the following explanation:

The remaining interest expense in
the Unaudited Pro Forma Condensed Combined Financial Information relates to notes payable that will remain outstanding, capital lease
interest, and interest related to accounts payable invoices.

Please see pages 121 and 122
of Amendment No. 2.

FF's Management's Discussion and Analysis
of Financial Condition and Results of Operations Business Combination and Public Company Costs, page 184

    5.
    We
    note your response to prior comment eight; however, there still remains an inconsistency between the disclosures related to
    transaction costs in the third paragraph with the disclosures in note 3(I) on page 121, specifically related to the portion of the
    $87.8 million in transaction costs that will be expensed as part of the business combination and will be recorded to additional
    paid-in-capital as equity issuance costs.

Response: The Company has revised
the Registration Statement in response to the Staff’s comment to remove the inconsistency in FF's Management's Discussion and Analysis
of Financial Condition and Results of Operations Business Combination and Public Company Costs.  Please see page 184 of Amendment
No. 2 for the following explanation (changes in italics):

Upon consummation of the Business Combination and the closing of the Private
Placement, the most significant change in FF’s future reported financial position and results of operations is expected to be an
estimated increase in cash (as compared to FF’s balance sheet as of March 31, 2021) of approximately $468.5 million, assuming
maximum stockholder redemptions of 22,103,036 of the Public Shares, or $689.5 million, assuming no redemptions, including
up to $795.0 million in gross proceeds from the Private Placement by the Subscription Investors. Total direct and incremental transaction
costs of PSAC and FF are estimated at approximately $87.8 million, of which $24.8 million will be expensed as part of the Business
Combination and the remaining $63.0 million will be recorded to additional-paid-in-capital
as equity issuance costs.

The above disclosure also reflects changes to the redemption
amounts due to changes in the exchange ratio and certain other changes, such as changes in the settlement of amounts in the vendor trust,
as reflected in the Unaudited Pro Forma Condensed Combined Financial Information.

Fair Value
of Ordinary Shares, page 202

    6.
    You discuss the use of a third-party valuation expert to determine the fair value of FF’s common stock. We also note on page 113 that the fair value of the Earnout Shares was based on a valuation from a third-party valuation specialist. Given your references to your reliance on third-party experts, please tell us your consideration to naming the experts and providing their consent.

Response: The Company has revised the Registration
Statement in response to the Staff’s comment to revise its disclosure on pages 113 and 203  of Amendment No. 2 to remove the
references to a valuation specialist as follows (changes in italics):

FF determined the fair value of the
Earnout Shares to be approximately $268.7 million based on a valuation using a Monte Carlo simulation with key inputs and assumptions
such as stock price, term, dividend yield, risk-free rate, and volatility. The unaudited pro forma condensed combined financial statements
do not reflect pro forma adjustments related to the recognition of the Earnout Shares because there is no net impact on stockholders’
equity on a pro forma combined basis.

In order to estimate the fair value of FF’s
Class A Ordinary Stock, FF utilized more than one valuation approach. The April 2019 valuation and March 2020 valuation were completed
prior to the contemplation of the Business Combination and, as such, income and market approaches were utilized in estimating the fair
value. In the January 2021 valuation FF used a Hybrid Method, applying a probability-weighted expected return method (“PWERM”)
to weight the indicated equity value determined under the option pricing model, income and market approaches for the scenario in which
the Business Combination does not close, and the equity value implied by the planned Business Combination.

In line with the December 7, 2011 SEC
Speech regarding Consents and Experts, FF  Management chooses to not make reference to the expert at all, and thus takes full responsibility
for the valuations.

June 21, 2021

Page 4

We hope the foregoing answers
are responsive to your comments. Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson
of Latham & Watkins LLP, at (713) 546-7420.

    Very truly yours,

    Property Solutions Acquisition Corp.

    By:
    /s/ Jordan Vogel

    Name:
    Jordan Vogel

    Title:
    Co-Chief Executive Officer

    cc:
    Aaron Feldman, Property Solutions Acquisition Corp.

Dr. Carsten Breitfeld, FF Intelligent Mobility Global Holdings
Ltd.

Zvi Glasman, FF Intelligent Mobility Global Holdings Ltd.

Ryan J. Maierson, Latham & Watkins LLP

David S. Allinson, Latham & Watkins LLP

Vijay S. Sekhon, Sidley Austin LLP

Michael P. Heinz, Sidley Austin LLP

United States securities and exchange commission logo
June 16, 2021
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Re:Property Solutions Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 1, 2021
File No. 333-255027
Dear Mr. Vogel:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4
Selected Historical Financial Information of PSAC, page 23
1.Please revise the table to show the weighted average shares outstanding for the period
from February 11, 2020 (inception) through March 31, 2020, which appears to be
5,200,000 shares.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 24
2.In the balance sheet data as of March 31, 2021, it appears total stockholders’ deficit
should be $937,077. Also, please appropriately re-label this line item since the amounts
represent total stockholders' equity.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 June 16, 2021 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
June 16, 2021
Page 2
Comparative Per Share Data, page 27
3.Please revise the first paragraph in the headnote to clarify pro forma book value per share
information is presented as if the merger had been completed on March 31, 2021 and
remove book value per share disclosures as of December 31, 2020. In addition, in regard
to the FF (historical) column, as of and for the period ended March 31, 2021, we have the
following comments:
•Please demonstrate to us how you determined book value per share - class A and B
was ($10.98).
•Please reconcile or revise the weighted average shares outstanding – Class A and
Class B, based on the number of shares presented on the unaudited consolidated
statement of operations for the three months ended March 31, 2021 on page F-3.
Unaudited Pro Forma Condensed Combined Financial Information, page 112
4.We appreciate your response to prior comment six. In regard to Note 3, please further
address the following:
•Revise (F) to clarify whether the adjustment to notes payable is $158.1 million (per
the pro forma balance sheet) or $155.8 million (per note 3(F)).
•In regard to (BB), your response indicates the remaining interest expense for the year
ended December 31, 2020, relates to capital lease interest and interest related to
accounts payable invoices. We assume the remaining interest expense for the period
ended March 31, 2021 also relates to debt issued during the interim period that will
remain outstanding. Expand (BB) to clarify what the remaining interest expense for
the year ended December 31, 2020 and the period ended March 31, 2021 relate to.
FF's Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Combination and Public Company Costs, page 184
5.We note your response to prior comment eight; however, there still remains an
inconsistency between the disclosures related to transaction costs in the third paragraph
with the disclosures in note 3(I) on page 121, specifically related to the portion of the
$87.8 million in transaction costs that will be expensed as part of the business
combination and will be recorded to additional paid-in-capital as equity issuance costs.
Fair Value of Ordinary Shares, page 202
6.You discuss the use of a third-party valuation expert to determine the fair value of FF’s
common stock. We also note on page 113 that the fair value of the Earnout Shares was
based on a valuation from a third-party valuation specialist. Given your references to your
reliance on third-party experts, please tell us your consideration to naming the experts and
providing their consent.
            You may contact Dale Welcome at (202) 551-3865 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 June 16, 2021 Page 3
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
June 16, 2021
Page 3
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David S. Allinson

CORRESP
1
filename1.htm

Property Solutions Acquisition Corp.

654 Madison Avenue, Suite 1009

New York, NY 10065

May 28, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Geoffrey Kruczek, Staff Attorney

Asia Timmons-Pierce, Staff Attorney

Re: Property Solutions Acquisition Corp.

Registration Statement on Form S-4

Filed on April 5, 2021

File No. 333-255027

Ladies and Gentlemen:

This letter sets forth the
responses of Property Solutions Acquisition Corp. (the “Company,” “PSAC,” “we,”
“our” and “us”) to the comments set forth in the comment letter of the staff of the
Securities and Exchange Commission (the “Staff”) dated April 26, 2021 (the “Comment Letter”)
relating to the Registration Statement on Form S-4 filed on April 5, 2021 (the “Registration Statement”). The
Company has also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this
letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement (“Amendment No. 1”)
which reflects these revisions and generally updates certain information in the Registration Statement.

The Company also considered the statement released on April 12, 2021
by John Coates, Acting Director of the Division of Corporation Finance, and Paul Munter, Acting Chief Accountant, entitled “Staff
Statement on Accounting and Reporting Consideration for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”
(the "Statement") In response to the Statement, the Company reassessed the accounting treatment for both Private
Warrants and Public Warrants (“the Warrants”). Based on this assessment, we concluded that while the Private Warrants should
be classified as liabilities on the Company’s balance sheet due to variability in the settlement amount depending on the warrant
holder, the Public Warrants may remain classified as a component of equity. Applying ASC 480 and ASC 815, the Company concluded that due
to various factors, including that (i) the warrant agreement governing the Public Warrants does not include the tender offer provision
noted in the Statement that could require net cash settlement and (ii) all sources of variability in settlement of the Public Warrant
are solely based on the Company's share price and are therefore indexed to the Company's own shares, that the criteria for equity classification
were met. Because of the classification of the Private Warrants as liabilities, the Company amended our Annual Report on Form 10-K for
the year ended December 31, 2020 to restate our 2020 financial statements and reflect the liability classification of the Private Warrants.
The Company’s restated 2020 financial statements are included in Amendment No. 1.

To assist your review, set
forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of
the Company with respect thereto or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our responses refer to the page numbers of the proxy statement/consent solicitation
statement/prospectus included in Amendment No. 1 to the above-referenced Registration Statement. Capitalized terms used but not defined
herein have the meanings ascribed to such terms in Amendment No. 1.

    May
                                            28, 2021

Page 2

Background
of the Business Combination, page 79

 1. We note your revisions in response to prior comment 8.  Please revise to identify the “competitive
companies” mentioned on page 81 and how the factors you mention and considered relate to FF and to the proposed valuation.
Also revise to identify the “recent initial public offerings” you considered and how that information relates to the valuation
you proposed.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to identify the competitive companies and
provide more detail regarding the valuation methodologies PSAC employed in the four paragraphs beginning with the sentence “PSAC
and its advisors arrived at the proposed valuation for FF by using two methodologies: (i) an analysis of comparable public company multiples
at the time of their initial public offering or initial business combination and (ii) utilization of a discounted implied future enterprise
value based on 2025E EBITDA.” Please see page 83 of Amendment No. 1.

PSAC’s
Board of Directors’, page 84

 2. We note your response to prior comment 11.  Please expand the sixth bullet under this heading
to discuss in greater detail the analysis and comparison mentioned.  Also revise the disclosure on pages 87-88 to clarify the “comparable
company analysis process” conducted.

 Response:
The Company has revised the Registration Statement in response to the Staff’s comment so that the sixth bullet states: Market
Valuation of Comparable Companies. The PSAC board of directors determined that FF’s expected enterprise value/EBITDA/revenue
multiples compare favorably to the public trading market valuations of electric vehicle manufacturers and battery companies which PSAC
considers comparable (Canoo Inc., Fisker Inc., Lordstown Motors Corp., QuantumScape Corporation, Romeo Power, Inc., Tesla, Inc., Nio
Inc., XPeng Inc. and Li Auto Inc.) as a result of a comparative analysis of certain operational and valuation metrics, including EV /
Revenue, EV / EBITDA, Revenue CAGR and EBITDA margin, that showed that FF’s pro forma enterprise value was at a discount to most
of its peers at the time of their initial public offering or announcement of their initial business combination;”. Please see page 88 of Amendment No. 1.

The Company
has also revised the disclosure to clarify the “comparable company analysis process” as follows: “This comparable
company analysis process is described above under the heading “Background of the Business Combination” and consisted of a
comparative analysis of certain operational and valuation metrics, including EV / Revenue, EV / EBITDA, Revenue CAGR and EBITDA margin,
of comparable publicly traded electric vehicle and battery companies (Canoo Inc., Fisker Inc., Lordstown Motors Corp., QuantumScape Corporation,
Romeo Power, Inc., Tesla, Inc., Nio Inc., XPeng Inc. and Li Auto Inc.).” Please see page 92 of Amendment No. 1.

    May
                                            28, 2021

Page 3

Key Financial
Metrics, page 87

 3. Please expand your revisions in response to prior comment 10 to clarify the specific assumptions underlying
the forecasts presented and how those assumptions relate to the financial information.  For example, to what “future business
decisions and conditions” are you referring and how do those decisions and conditions relate to the forecasts?  Also explain
the reasons underlying the “strong revenue forecast” and market share information presented.

Response: The Company has revised the Registration
Statement in response to the Staff’s comment. Please see pages 90 and 91 of Amendment No. 1.

Unaudited
Pro Forma Condensed Combined Financial Information, page 109

 4. Please update your assessment of the expected accounting treatment for the Earnout Shares on page 110.
In addition, we note the disclosure that the unaudited pro forma condensed combined financial information does not reflect the earnout
consideration effects because achievement of the earnout is uncertain; however, given that the earnout shares are part of the merger consideration,
it is not clear to us why they would not be reflected in the pro forma financial statements, with a footnote explaining how estimated
fair value was determined and, if liability accounting is required, a sensitivity analysis disclosing the potential impact of changes
in the stock price on estimated fair value. Please clarify or revise.

Response: The
Company has revised the Registration Statement in response to the Staff’s comment. Please see page 113 of Amendment No. 1. The Earnout
Shares will be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity since
the Earnout is indexed to PSAC’s own stock and meets all requirements for equity classification per ASC 815-40, Contracts in Entity’s
Own Equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Earnout Shares will be
treated as a deemed dividend and since FF does not have retained earnings, the issuance will be recorded within additional-paid-in-capital
(“APIC”) and have a net nil impact on APIC.

The fair value of the Earnout Shares is approximately $268.7
million based on a valuation from a third-party valuation specialist using a Monte Carlo simulation with key inputs and assumptions such
as stock price, term, dividend yield, risk-free rate, and volatility. The unaudited pro forma condensed combined financial statements
do not reflect pro forma adjustments related to the recognition of the Earnout Shares because there is no net impact on stockholders’
equity on a pro forma combined basis. However, in response to the Staff’s comment, we will amend the disclosure in the footnotes
to the unaudited pro forma condensed combined financial statements as follows (on page 113 of Amendment No. 1):

The Earnout Shares will be recognized at fair value upon
the closing of the Business Combination and classified in stockholders’ equity. Because the Business Combination is accounted for
as a reverse recapitalization, the issuance of the Earnout Shares will be treated as a deemed dividend and since FF does not have retained
earnings, the issuance will be recorded within additional-paid-in-capital (“APIC”) and have a net nil impact on APIC. The
fair value of the Earnout Shares is approximately $268.7 million based on a valuation from a third-party valuation specialist using a
Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. The
unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Earnout
Shares because there is no net impact on stockholders’ equity on a pro forma combined basis.

    May
                                            28, 2021

Page 4

 5. Refer to page 113.  Based on the adjustments related to the repayments and conversions of FF's
Historical debt and liabilities, disclosed in Notes 3E and 3F, please explain how you determined no additional pro forma adjustments are
necessary to FF's historical line items: change in fair value measurement of related party notes payable and notes payable; gain
on extinguishment of related party notes payable, notes payable and vendor payables in trust; and other expense (foreign currency
loss).  If these historical line items are not related to the debt and liabilities being repaid and converted, please clarify that
fact, if they are, please explain why you determined no additional pro forma adjustments are necessary.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment. Please see page 118 of Amendment No. 1.
In response to the Staff’s comments, we have reassessed the impact of the repayments and conversions of FF's Historical debt
and liabilities on FF's historical line items: change in fair value measurement of related party notes payable and notes payable;
gain on extinguishment of related party notes payable, notes payable and vendor payables in trust; and other expense (foreign
currency loss) and have determined that pro forma adjustments are necessary. The unaudited pro forma condensed combined financial
statements for the year ended December 31, 2020 have been revised accordingly to reflect these adjustments, with footnotes (GG),
(HH), (II), and (JJ) added on page 122 of Amendment No. 1.

(GG) Elimination of change in fair value measurement
of related party notes payable and notes payable.

(HH) Elimination of change in fair value measurement
of The9 Conditional Obligation.

(II)   Elimination of gain on extinguishment
of related party notes payable, notes payable and vendor payables in trust, net.

(JJ) Elimination of change in foreign currency loss
related to related party notes payable, notes payable, and vendor payables in trust from other expense.

 6. Please revise note 3 to address the following:

 ● Revise (F) to disclose the number of shares being issued for the debt and liabilities being
converted;

 ● Revise (BB) to explain how you determined the adjustment to interest expense and clarify what debt
and liabilities the remaining interest expense recorded in the pro forma statement of operations relates to; and

 ● Revise (EE) and (FF) to disclose the numbers and terms of the equity awards being granted.

Response: In
response to the Staff’s comments, we have made updates to footnotes (F), (BB), (EE), and (FF) in the unaudited pro forma condensed
combined financial statements for the year ended December 31, 2020.

As it relates to
Note (BB) to the unaudited pro forma condensed combined financial statements for the year ended December 31, 2020, the adjustment to
interest expense was determined by summing the amount of interest expense related to the FF liabilities that are converting to
equity or being repaid, and the amortization of notes payable issuance costs. Upon further review of this pro forma adjustment, the
interest expense related to the vendor payables in trust of $7.7 million, which is converting to equity upon the closing of the
Business Combination, was not originally included in the adjustment calculation. As such, the pro forma adjustment to interest
expense as explained in Note (BB) has been revised to include $7.7 million of interest expense related to vendor payables in trust.
The remaining interest expense in the Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31,
2020, relates to capital lease interest and interest related to accounts payable invoices.

    May
                                            28, 2021

Page 5

In response to the
Staff’s comments, we have revised the footnotes disclosures in the unaudited pro forma condensed combined financial statements as
follows:

(F) Reflects the
conversion of $647.5 million of FF liabilities into fully vested shares of PSAC common stock and the elimination of the unaccreted discount
of approximately $1.6 million. The liabilities of FF as of March 31, 2021 which will convert to equity at the time of closing are comprised
of the following:

 · related
party notes payable of $257.2 million, net of approximately $0.4 million unaccredited discount which was expensed and recorded in accumulated
deficit and the related accrued interest of $76.0 million;

 · notes
payable of $155.8 million, net of $0.1 million of unaccreted discount which was expensed and recorded in accumulated deficit and the
related accrued interest of $31.0 million;

 · vendor
payables in trust of $111.6 million, net of $1.0 million of unaccreted discount which was expensed and recorded in accumulated deficit,
and related accrued interest of $13.5 million; and

 · critical
vendors of $2.3 million.

Using an
estimated exchange ratio of 0.13625, the $647.5 million of FF liabilities will convert into approximately 58.4 million PSAC shares
upon the consummation of the Qualified SPAC Merger.

(BB) Elimination of interest expense
which is comprised of ‘third party’ interest expense relating to notes payable and the vendor trust, ‘debt issuance
costs’ recorded in interest expense, and related party interest expense on FF liabilities converted to PSAC shares or paid down
with cash at the closing of the Business Combination.

    For the Three Months Ended March 31, 2021

    Third Party Interest Expense

    $

United States securities and exchange commission logo
April 26, 2021
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Re:Property Solutions Acquisition Corp.
Registration Statement on Form S-4
Filed April 5, 2021
File No. 333-255027
Dear Mr. Vogel:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed April 5, 2021
Background of the Business Combination, page 79
1.We note your revisions in response to prior comment 8.  Please revise to identify the
"competitive companies" mentioned on page 81 and how the factors you mention and
considered relate to FF and to the proposed valuation.  Also revise to identify the "recent
initial pubic offerings" you considered and how that information relates to the valuation
you proposed.
PSAC's Board of Directors', page 84
2.We note your response to prior comment 11.  Please expand the sixth bullet under this
heading to discuss in greater detail the analysis and comparison mentioned.  Also revise
the disclosure on pages 87-88 to clarify the "comparable company analysis process"

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 26, 2021 Page 2
 FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
April 26, 2021
Page 2
conducted.
Key Financial Metrics, page 87
3.Please expand your revisions in response to prior comment 10 to clarify the specific
assumptions underlying the forecasts presented and how those assumptions relate to the
financial information.  For example, to what "future business decisions and conditions"
are you referring and how do those decisions and conditions relate to the forecasts?  Also
explain the reasons underlying the "strong revenue forecast" and market share information
presented.
Unaudited Pro Forma Condensed Combined Financial Information, page 109
4.Please update your assessment of the expected accounting treatment for the Earnout
Shares on page 110.  In addition, we note the disclosure that the unaudited pro forma
condensed combined financial information does not reflect the earnout consideration
effects because achievement of the earnout is uncertain; however, given that the earnout
shares are part of the merger consideration, it is not clear to us why they would not be
reflected in the pro forma financial statements, with a footnote explaining how estimated
fair value was determined and, if liability accounting is required, a sensitivity analysis
disclosing the potential impact of changes in the stock price on estimated fair value.
Please clarify or revise.
5.Refer to page 113.  Based on the adjustments related to the repayments and conversions of
FF's Historical debt and liabilities, disclosed in Notes 3E and 3F, please explain how you
determined no additional pro forma adjustments are necessary to FF's historical line
items: change in fair value measurement of related party notes payable and notes
payable; gain on extinguishment of related party notes payable, notes payable and vendor
payables in trust; and other expense (foreign currency loss).  If these historical line items
are not related to the debt and liabilities being repaid and converted, please clarify that
fact, if they are, please explain why you determined no additional pro forma adjustments
are necessary.
6.Please revise note 3 to address the following:
•Revise (F) to disclose the number of shares being issued for the debt and liabilities
being converted;
•Revise (BB) to explain how you determined the adjustment to interest expense and
clarify what debt and liabilities the remaining interest expense recorded in the pro
forma statement of operations relates to; and
•Revise (EE) and (FF) to disclose the numbers and terms of the equity awards being
granted.
The Charter Proposals, page 119
7.Please revise to state briefly the reasons for and the general effect of each proposed
amendment to your charter.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 26, 2021 Page 3
 FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
April 26, 2021
Page 3
FF's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 174
8.Please correct the inconsistency between the disclosures related to transaction costs in the
third paragraph on page 176 with the disclosures in note 3(I) on page 117.
9.Refer to page 182.  Please quantify and more fully disclose and discuss FF's current and
long term liquidity requirements and priorities, including potential changes in those
priorities based on the impact of changes in the amount of cash available to the post-
combination company due to the amount of cash redemptions.  In addition, given the
disclosures throughout FF's discussion of results of operations that reduced expenses in
2020 were due to decreases in headcount and temporary salary reductions as a result of
liquidity constraints, please disclose and discuss the extent to which material increases in
historical operating expenses are expected in future periods.
10.Refer to page 189.  Please quantify and more fully discuss changes in FF's estimated fair
value during the periods presented.  Please also address any material differences
between the valuations used to determine the fair values of recently granted options and
warrants relative to the fair value implied by the current merger transaction.
Financial Statements - FF Intelligent Mobility Global Holdings Ltd.
3. Summary of Significant Accounting Policies
Variable Interest Entity and Joint Venture, page F-10
11.Please more fully explain the facts and circumstances related to and parties involved in the
Equity Transfer Agreement and more fully address how and why the agreement resulted
in LeSEE no longer being a VIE.
16. Subsequent Events, page F-56
12.We note your response to prior comment 21.  Please revise the disclosures related to the
Second Amendment to the Second Amended and Restated Note Agreement to also properly
present the $85 million.
Financial Statements - Property Solutions Acquisition Corp.
Note 2. Summary of Significant Accounting Policies
Cash and Marketable Securities Held in Trust Account, page F-68
13.Please delete the inappropriate reference to December 31, 2019.
Exhibits
14.We note your revisions in response to prior comment 12 and Exhibit 8.1.  If the disclosure
beginning on page 103 represents the opinion of counsel, as indicated by your revisions,
Exhibit 8.1 should state so directly and include counsel's consent to be named in the
document.  Also, if the tax consequences related to the exercise of redemption rights is

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 26, 2021 Page 4
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
April 26, 2021
Page 4
uncertain or unclear, as continues to be indicated in your disclosure, please revise your
disclosure beginning on page 31 to describe the risks to investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Dale Welcome at (202) 551-3865 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David S. Allinson

CORRESP
1
filename1.htm

Property
Solutions Acquisition Corp.

654
Madison Avenue, Suite 1009

New
York, NY 10065

April 5, 2021

VIA
EDGAR

United States
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Geoffrey
Kruczek, Staff Attorney

Asia
Timmons-Pierce, Staff Attorney

 Re: Property
                                            Solutions Acquisition Corp.

                                            Registration Statement on Form S-4

                                            Filed on February 4, 2021

                                            CIK No. 0001805521

Ladies
and Gentlemen:

This
letter sets forth the responses of Property Solutions Acquisition Corp. (the “Company,” “we,”
“our” and “us”) to the comments set forth in the comment letter of the staff of the
Securities and Exchange Commission (the “Staff”) dated March 3, 2021 (the “Comment Letter”)
relating to the Registration Statement on Form S-4 confidentially submitted on February 4, 2021 (the “Registration Statement”).
The Company has also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of
this letter, publicly filed with the Securities and Exchange Commission its initial public filing of the Registration Statement (the
“Initial Filing”) which reflects these revisions and generally updates certain information in the Registration
Statement.

To
assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each
comment is the response of the Company with respect thereto or a statement identifying the location in the Initial Filing of the requested
disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the proxy
statement/consent solicitation statement/prospectus included in the Initial Filing to the above-referenced Registration Statement. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Initial Filing.

Redemption
Rights, page 13

 1. Please
                                            tell us what part of your IPO registration statement and related exhibits discussed the 20%
                                            limitation mentioned here.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment and deleted the following language: “Notwithstanding the foregoing, a holder of Public Shares, together
with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section
13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares.
Accordingly, all Public Shares in excess of 20% held by a Public Stockholder will not be converted to cash.” Please see pages 4, 13 and
73 of the Initial Filing.

April 5, 2021

Page 2

Interests
of PSAC's Directors and Officers in the Business Combination, page 14

 2. We
                                            note that you intend to include the value of the Private Shares and Private Warrants as of
                                            the record date for the special meeting. In your next amendment please fill in the blanks to
                                            include the value as of the most practicable date.  Please also disclose the purchase
                                            price for of the Private Shares and Private Warrants.

Response:
The Company has revised the Registration Statement in response
to the Staff’s comment. The Company included the value of the Private Shares and Private Warrants as of the most practicable
date with the addition of the following: “Such shares had an estimated aggregate market value of $74,796,022 based upon the
closing price of $12.01 per Public Share on Nasdaq on March 29, 2021” and “Such warrants had an estimated aggregate
market value of $1,242,389 based upon the closing price of $2.57 per Public Warrant on Nasdaq on March 29, 2021”. The
purchase price of the Private Shares and Private Warrants was disclosed with the following sentences: “The Private Shares
held by the Sponsor consist of 5,744,392 Founder Shares that were purchased for $25,000 and 483,420 shares of common stock contained
in the units purchased by the Sponsor in connection with PSAC’s initial public offering for $4,834,200” and “The
Private Warrants consist of 483,420 warrants of PSAC contained in the units purchased by the Sponsor in connection with PSAC’s
initial public offering for $4,834,200.” Please see pages 14, 66 and 88 of the Initial Filing.

 3. Please
                                            revise bullet point five to quantify the out-of-pocket expenses incurred by your Sponsor,
                                            executive officers, directors, and their respective affiliates as of a recent practicable
                                            date.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to state: “As of April 5, 2021, PSAC’s Sponsor, including its officers and directors,
and their affiliates had not incurred any reimbursable out-of-pocket expenses.”  Please see page 15 and 88 of the
Initial Filing.

Risk
Factors, page 28

 4. Please tell
                                            us whether, after holders of Class B shares are entitled to ten votes per share, you will
                                            be a “controlled company” under exchange listing rules and, if so, describe the
                                            corporate governance exemptions on which you will be entitled to rely and the related risks
                                            to investors.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to add the risk factor with the following heading: “Upon
the conversion of Class B common stock held by FF Top from one vote per share to ten votes per share, Nasdaq may consider New FF
to be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, New FF may qualify
for exemptions from certain corporate governance requirements.” Please see page 63 of the
Initial Filing.

April 5, 2021

Page 3

Our
certificate of incorporation provides . . ., page 57

 5. You
                                            disclose here that the federal district courts of the United States shall be the
                                            exclusive forum for the resolution of any complaint asserting a cause of action under the
                                            Securities Act and the Exchange Act.  However, Section 8.1 of Annex A and Exhibit 3.3
                                            do not appear to contain a similar jurisdictional limitation.  Please revise or advise.

Response:
The Company acknowledges the Staff’s comment regarding the exclusive forum provision and respectfully advises the Staff that Section
8.3 of Exhibit A to Annex B (the Second Amended and Restated Certificate of Incorporation of Property Solutions Acquisition Corp.) states
that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended. Please
see page B-8 of the Initial Filing.

We
may require stockholders…, page 65

 6. We
                                            note the disclosure here that you “may” require stockholders to comply with requirements.
                                            We also note the disclosure in the following risk factor that “if” you require
                                            stockholders to comply with those requirements, they may be unable to sell their securities.
                                            Please revise to clarify whether you are actually requiring stockholders to comply with the
                                            requirements you discuss.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to change the disclosure to
state: “Stockholders who wish to convert their Public Shares in connection with the Business Combination must comply
with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior
to the deadline for exercising their rights” and “If Public Stockholders who wish to convert their shares tender
their certificates to our transfer agent physically, such converting stockholders may be unable to sell their securities when
they wish to in the event that the Business Combination is not approved.” Please see page 69 of the Initial
Filing.

Structure
of the Transactions..., page 74

 7. We
                                            note the formula in the second paragraph.  Please expand to provide an example that
                                            illustrates how the formula functions to determine the number of shares to be issued.

Response:
The Company has revised the description of the exchange ratio
in the Registration Statement in response to the Staff’s comment to clarify how the number of shares is calculated. In addition,
the Company has provided an example of the exchange ratio as currently calculated: “As of April 5, 2021 we estimate that
the exchange ratio will be 0.13625 at the time of the closing of the Business Combination. This example is provided for illustrative
purposes and is subject to fluctuation based on changes to the inputs described above.” Please see page 90 of the Initial
Filing.

April 5, 2021

Page 4

Background
of the Business Combination, page 75

 8. Please
                                            revise to clarify how you determined the valuation proposed on October 16, 2020, as disclosed
                                            on page 76, including the underlying analysis conducted and materials you reviewed.

Response:
The Company has revised the Registration Statement in response
to the Staff’s comment as follows: “PSAC arrived at the proposed valuation for FF by analyzing FF’s financial
projections, business plan and IP portfolio. After performing this initial analysis, PSAC engaged an independent, third-party automotive
consultant to review, assess and validate the aspects of FF’s business that PSAC considered unique, differentiated and highly
valuable. PSAC identified a list of competitive companies, operating in a related industry or sector as FF, and ran a comparison
based on a number of qualitative and quantitative metrics including capital invested to date, speed to market, number of preproduction
assets, quality and size of team, its domain expertise, manufacturing strategy and various other financial metrics. In addition,
PSAC was able to use the recent initial public offerings of several of FF’s competitors as a benchmark.” Please see
page 81 of the Initial Filing.

PSAC’s
Board of Directors’ Reasons for Approval of the Transactions, page 79

 9. Please
                                            revise to discuss whether, and if so how, PSAC's board considered the financial interests
                                            of the Sponsor and its affiliates in determining to approve the transactions.

Response:
The Company has revised the Registration Statement in response
to the Staff’s comment as follows: “The Sponsor and certain officers and directors of PSAC may have interests in the
Business Combination as individuals that are in addition to, and that may be different from, the interests of PSAC’s stockholders
(see section titled “The Business Combination Proposal — Interests of PSAC’s Directors and Officers in the
Business Combination”). PSAC’s independent directors on the PSAC audit committee reviewed and considered these
interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the PSAC
audit committee, the Merger Agreement and the Transactions contemplated therein.” Please see page 86 of the Initial Filing.

Certain
Forecasted Financial Information for FF, page 81

 10. Please
                                            clarify where in your document the forecasted financial information for FF appears.

Response:
The Company has revised the Registration Statement in response to the Staff’s comment to include the forecasted financial information under the heading “Key Financial Metrics.” Please see page 87 of the
Initial Filing.

April 5, 2021

Page 5

Satisfaction
of the 80% Test, page 82

 11. Please
                                            revise to disclose how your board determined this requirement was met, including the "financial
                                            analyses" it conducted in reaching that conclusion.  Likewise, revise to discuss
                                            the comparable company analysis referenced in the sixth bullet on page 80.

Response:
The Company has revised the Registration Statement in response
to the Staff’s comment as follows: “In reaching this determination, PSAC’s board of directors concluded that
it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning
and technical skills as well as quantitative factors such as the historical growth rate and potential for future growth in revenues
and profits of FF based in part upon the comparable company analysis process utilized to evaluate and assess other potential business
combination targets. PSAC’s board of directors believes that the financial skills and background of its members qualify it
to conclude that the acquisition met this requirement.” Please see page 87 of the Initial Filing.

Material
U.S. Federal Income Tax Considerations, page 97

 12. We
                                            note that each of FF and PSAC “intends” for the Business Combination to be treated
                                            as a “reorganization” for U.S. federal income tax purposes.  We also
                                            note the uncertainty expressed in your disclosure regarding the tax consequences related
                                            to a redemption of public shares.  Please file the exhibit required by Item 601(b)(8)
                                            of Regulation S-K.  If counsel cannot provide a "will" opinion, it should
                                            explain why it cannot give such an opinion and the degree of uncertainty and related risks
                                            to investors.  Please revise.

Response: The Company has revised
the Registration Statement, including language under the headings “Material Tax Considerations of the Business Combination to U.S.
Holders of FF Capital Stock,” “Gain or Loss on Redemption Treated as Sale of Public Shares” and “Taxation of Redemption
Treated as a Distribution,” in response to the Staff’s comment. Please see pages 104 and 105 of the Initial Filing.

The
Charter Proposals, page 112

 13. Please
                                            revise to include any material changes made to your charter.  It appears from your disclosure
                                            on page 57 that you intend to change your certificate of incorporation to permit only federal
                                            district courts to consider claims arising under the Securities Act, whereas your prior certificate
                                            of incorporation permitted concurrent jurisdiction. Please present this intended change
                                            here as a separate proposal.

Response:
The Company ha

United States securities and exchange commission logo
March 3, 2021
Jordan Vogel
Co-Chief Executive Officer
Property Solutions Acquisition Corp.
654 Madison Avenue, Suite 1009
New York, New York 10065
Re:Property Solutions Acquisition Corp.
Confidential Draft Registration Statement on Form S-4
Submitted February 4, 2021
CIK No. 0001805521
Dear Mr. Vogel:
            We have reviewed your 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.
Confidential Draft Registration Statement on Form S-4 submitted February 4, 2021
Redemption Rights, page 13
1.Please tell us what part of your IPO registration statement and related exhibits discussed
the 20% limitation mentioned here.
Interests of PSAC's Directors and Officers in the Business Combination, page 14
2.We note that you intend to include the value of the Private Shares and Private Warrants as
of the record date for the special meeting. In your next amendment please fill in the
blanks to include the value as of the most practicable date.  Please also disclose the
purchase price for of the Private Shares and Private Warrants.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 March 3, 2021 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 2
3.Please revise bullet point five to quantify the out-of-pocket expenses incurred by your
Sponsor, executive officers, directors, and their respective affiliates as of a recent
practicable date.
Risk Factors, page 28
4.Please tell us whether, after holders of Class B shares are entitled to ten votes per share,
you will be a "controlled company" under exchange listing rules and, if so, describe the
corporate governance exemptions on which you will be entitled to rely and the related
risks to investors.
Our certificate of incorporation provides . . .,, page 57
5.You disclose here that the federal district courts of the United States shall be the exclusive
forum for the resolution of any complaint asserting a cause of action under the Securities
Act and the Exchange Act.  However, Section 8.1 of Annex A and Exhibit 3.3 do not
appear to contain a similar jurisdictional limitation.  Please revise or advise.
We may require stockholders . . ., , page 65
6.We note the disclosure here that you "may" require stockholders to comply with
requirements.  We also note the disclosure in the following risk factor that "if" you require
stockholders to comply with those requirements, they may be unable to sell their
securities.  Please revise to clarify whether you are actually requiring stockholders to
comply with the requirements you discuss.
Structure of the Transactions, page 74
7.We note the formula in the second paragraph.  Please expand to provide an example that
illustrates how the formula functions to determine the number of shares to be issued.
Background of the Business Combination, page 75
8.Please revise to clarify how you determined the valuation proposed on October 16, 2020,
as disclosed on page 76, including the underlying analysis conducted and materials you
reviewed.
PSAC’s Board of Directors’ Reasons for Approval of the Transactions, page 79
9.Please revise to discuss whether, and if so how, PSAC's board considered the financial
interests of the Sponsor and its affiliates in determining to approve the transactions.
Certain Forecasted Financial Information for FF, page 81
10.Please clarify where in your document the forecasted financial information for FF
appears.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 March 3, 2021 Page 3
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 3
Satisfaction of 80% Test, page 82
11.Please revise to disclose how your board determined this requirement was met, including
the "financial analyses" it conducted in reaching that conclusion.  Likewise, revise to
discuss the comparable company analysis referenced in the sixth bullet on page 80.
Material U.S. Federal Income Tax Considerations, page 97
12.We note that each of FF and PSAC "intends" for the Business Combination to be treated
as a “reorganization” for U.S. federal income tax purposes.  We also note the uncertainty
expressed in your disclosure regarding the tax consequences related to a redemption of
public shares.  Please file the exhibit required by Item 601(b)(8) of Regulation S-K.  If
counsel cannot provide a "will" opinion, it should explain why it cannot give such an
opinion and the degree of uncertainty and related risks to investors.  Please revise.
The Charter Proposals, page 112
13.Please revise to include any material changes made to your charter.  It appears from your
disclosure on page 57 that you intend to change your certificate of incorporation to permit
only federal district courts to consider claims arising under the Securities Act, whereas
your prior certificate of incorporation permitted concurrent jurisdiction. Please present this
intended change here as a separate proposal.
Board Composition, page 117
14.You disclose here that the board of directors will have nine members, but only seven are
listed.  Please revise or advise.
Partnership Program, page 150
15.Please revise to describe this program in greater detail, including whether it will exist
following the transactions described in this registration statement.  Also describe how it
"will set a solid foundation for an advanced corporate governance structure and talent base
and will facilitate retaining and attracting global talent across industries."
Strategic Partnership . . .,, page 160
16.Please describe the "activities contemplated in the memorandum of understanding."
Liquidity and Capital Resources, page 173
17.Please discuss your history of past due payments to contractors and suppliers, the vendor
trust and remaining proceedings relating to payments by you and in which you are
involved.
Common Stock, page 202
Please revise to clarify whether holders of Class B common stock will continue to be

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 March 3, 2021 Page 4
 FirstName LastNameJordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 4
18.entitled to ten votes per share if, after exceeding the market capitalization trigger, the
company's market capitalization drops below $20 billion.
FF Intelligent Mobility Global Holdings Ltd.
Financial Statements, page F-1
19.Please provide updated financial statements and related information for FF Intelligent
Mobility Global Holdings Ltd. as required by Rule 8-08 of Regulation S-X.
Note 6. Property and Equipment, Net, page F-20
20.Please more fully explain the facts and circumstances that resulted in recording the gain
on cancellation of the land use rights. Please specifically address:
•the cost of, and how you accounted for the acquisition of the intangible asset;
•how you accounted for the land use rights reverting back to the government of
Zhejiang;
•how the government grant liability was determined and accounted for when the
agreement was terminated; and
•how the gain was calculated.
Note 16. Subsequent Events, page F-38
21.We note that amounts in the footnotes are presented in thousands of dollars, except share
and per share data. It appears certain amounts presented in the Subsequent Events footnote
may not conform to this convention.  Please revise your disclosures, as appropriate, so as
not to confuse a reader.
Property Solutions Acquisition Corp.
Financial Statements, page F-44
22.Please provide updated financial statements and related information for Property Solutions
Acquisition Corp. as required by 8-08 of Regulation S-X.
Note 2.Summary of Significant Accounting Policies
Net Loss Per Common Share, page F-52
23.Please clarify or revise the disclosure that the company applies the two-class method in
computing earnings per share.

Exhibits
24.Please clarify how Exhibit 3.3 represents a form of bylaws for New FF, given that the first
page states that the document represents the bylaws of Property Solutions Acquisition
Corp.  Please also file as exhibits the employment and related agreements discussed in
your disclosure beginning on page 114.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 March 3, 2021 Page 5
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
March 3, 2021
Page 5
General
25.In addition to disclosing the formula by which you will determine the number of shares to
issue in the transaction, please also disclose on the prospectus cover page the number and
percentage of voting control to be held following the transaction.  Include such
information if the Class B shares are entitled to only one vote as well as if the Class B
shares are entitled to ten votes.  Provide similar clarification in other portions of your
document where you discuss post-transaction ownership percentages.
26.Please revise your fee table to clarify the nature of the transactions covered by the shares
you intend to issue.  For example, are the 25 million earn-out shares included in the Class
A shares you intend to issue?
            You may contact Dale Welcome at (202) 551-3865 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David S. Allinson

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

July 17, 2020

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Ms. Karina Dorin

    Re:

        Property Solutions Acquisition Corp. (the
        "Company")

        Registration Statement on Form S-1

        (File No. 333-239622) (the "Registration
        Statement")

Dear Ms. Dorin:

In connection with the Registration Statement
on Form S-1 of Property Solutions Acquisition Corp., the undersigned, which is acting as the representative of the underwriters
of the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m. on Tuesday,
July 21, 2020 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name: Steven Levine

    Title:   CEO

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

July 17, 2020

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Ms. Karina Dorin

    Re:

        Property Solutions Acquisition Corp. (the
        "Company")

        Registration Statement on Form S-1

        (File No. 333-239622) (the "Registration
        Statement")

Dear Ms. Dorin:

In
accordance with the provisions of Rule 460 under the Securities Act of 1933, the undersigned, as representative of the underwriters
of the proposed offering of securities of Property Solutions Acquisition Corp., hereby advises that copies of the Preliminary
Prospectus, dated July 16, 2020, were distributed on or about July 16, 2020, as follows:

216
to individual investors;

15
to FINRA members (which included 11 prospective underwriters and selected dealers); and

146
to institutions.

The
undersigned has been informed by the participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange
Act of 1934, copies of the Preliminary Prospectus, dated July 16, 2020, have been distributed to all persons to whom it is expected
that confirmations of sale will be sent; and we have likewise so distributed copies to all customers of ours. We have adequate
equity to underwrite a “firm commitment” offering.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name:

        Title:

    Steven Levine
CEO

CORRESP
1
filename1.htm

Property Solutions Acquisition Corp.

654 Madison Avenue, Suite 1009

New York, New York 10065

    July 17, 2020

VIA EDGAR

Ms. Karina Dorin

Office of Financial Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Property Solutions Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-239622

Dear Ms. Dorin:

Property Acquisition Corp.
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of
4:00 p.m., Tuesday, July 21, 2020, or as soon thereafter as practicable.

    Very truly yours,

    PROPERTY SOLUTIONS ACQUISITION CORP.

    By:
    /s/ Jordan Vogel

    Name: Jordan Vogel
Title: Co-Chief Executive
Officer

CORRESP
1
filename1.htm

    Graubard
        Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    facsimile

    direct dial number

    (212)
    818-8881

    (212) 818-8638

    email
    address

    jgallant@graubard.com

July
1, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    RE:
    Property
    Solutions Acquisition Corp.

    Amendment
    No. 2 to Draft Registration Statement on Form

    S-1
    Submitted May 4, 2020

    CIK
    No. 0001805521

Ladies
and Gentlemen:

On behalf of Property Solutions Acquisition
Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated May 15, 2020, relating to the
above-captioned Draft Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein
correspond to those set forth in the Registration Statement, a copy of which has been marked with the changes from the prior submission
of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

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 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.

We have revised the form of warrant agreement
to remove the above-referenced exclusive jurisdiction provision and clarified that it does not apply to actions arising under the
Securities Act or Exchange Act. As a result, we respectfully do not believe that any additional risk factor disclosure is necessary.

*
* * * *

Thank
you for your attention to our amendment and these responses. If you have any question or need additional information, please call
the undersigned at 212-818-8638.

    Very
    truly yours,

    /s/
    Jeffrey M. Gallant

    Jeffrey
    M. Gallant

    cc:
    Mr.
    Jordan Vogel

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

April 22, 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. 1 to Draft Registration Statement on Form S-1
Submitted April 14, 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. 1 to Draft Registration Statement on Form S-1
Risk Factors
Our amended and restated certificate of incorporation will provide, page 31
1.We note your disclosure on page 75 identifies certain exceptions to your exclusive forum
provision, including actions arising under the Securities Act.  However, your disclosure in
this risk factor suggests that such exceptions may relate only to a stockholder's consenting
to service of process on its counsel if the action is brought in a court outside of Delaware
rather than such exceptions relating to the selection of the Court of Chancery in the State
of Delaware as the exclusive forum.  Please revise or advise.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 22, 2020 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
April 22, 2020
Page 2
Management
Conflicts of Interest, page 64
2.We note your response to prior comment 5.  We further note you disclose here that each
of your officers and directors has contractually agreed, pursuant to a written agreement, to
present to you, prior to any other company, any suitable business opportunity which may
reasonably be required to be presented to you, to "minimize potential conflicts" with
companies to which they may become affiliated.  Please expand your disclosure to explain
in greater detail the purpose and benefit you receive from this written agreement as your
disclosure here and the risk factor disclosure "Our officers and directors or their affiliates
have pre-existing fiduciary and contractual obligations and may in the future become
affiliated with other entities engaged in business activities similar to those intended to be
conducted by us" on page 22 indicates that your directors and officers may enter into
future agreements at any time that could diminish the value to you of this written
agreement.
            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

April 7, 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.
Draft Registration Statement on Form S-1
Submitted March 11, 2020
CIK No. 0001805521
Dear Mr. Vogel:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary
Effecting a Business Combination, page 2
1.We note you disclose that you will not consummate your initial business combination
unless you have net tangible assets of at least $5,000,001 immediately prior to or upon
consummation of such business combination.  Please revise to clarify, if applicable, that
your amended and restated certificate of incorporation will not provide a maximum
conversion threshold and add a risk factor that highlights related risks to an investor.

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 7, 2020 Page 2
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
April 7, 2020
Page 2
The Offering
Limited payments to insiders, page 10
2.We note your disclosure that you may pay consulting, success or finder fees to your
sponsor, officers, directors, initial stockholders or their affiliates in connection with the
consummation of your initial business combination.  Please disclose whether there are
limits on the amount of such fees.
Risk Factors
Our initial stockholders will control a substantial interest in us, page 25
3.Please expand your disclosure to discuss that EarlyBirdCapital has agreed to vote its
representative and private shares in favor of any proposed business combination and
disclose the number of common shares sold in this offering required to approve a
proposed business combination given that EarlyBirdCapital and your sponsor, officers,
directors and initial stockholders have agreed to vote in favor of any proposed business
combination.
Our amended and restated certificate of incorporation will provide, page 31
4.We note your disclosure here and on page 75.  Please ensure your exclusive forum
provision in your amended and restated certificate of incorporation clearly states that it
will not apply to suits brought to enforce any duty or liability created by the Exchange
Act, or tell us how you will inform investors in future filings that the provision does not
apply to any such actions.
Management
Conflicts of Interest, page 65
5.We note you disclose that each of your officers and directors has contractually agreed to
present to you, prior to presentation to any other entity, any suitable business opportunity
which may reasonably be required to be presented to you, subject to any fiduciary or
contractual obligations he might have.  Please discuss whether such fiduciary or
contractual obligations are limited to the pre-existing fiduciary or contractual obligations
with the entities reflected in your tabular disclosure and the effect that such fiduciary or
contractual obligations may have on your ability to pursue a business combination
opportunity.  Please also revise your risk factor disclosure under “Our officers and
directors or their affiliates have pre-existing fiduciary and contractual obligations and may
in the future become affiliated with other entities engaged in business activities similar to
those intended to be conducted by us” on page 22 accordingly.

6.We note your disclosure on page 62 that your audit committee will consist of David
Amsterdam, Avi Savar and Eduardo Abush, and your disclosure that each such individual
is an independent director under Nasdaq’s listing standards.  We also note your disclosure

 FirstName LastNameJordan Vogel
 Comapany NameProperty Solutions Acquisition Corp.
 April 7, 2020 Page 3
 FirstName LastName
Jordan Vogel
Property Solutions Acquisition Corp.
April 7, 2020
Page 3
on page 66 that David Amsterdam, Avi Savar and Eduardo Abush are members of your
sponsor.  Please disclose any potential conflicts of interest that may be material, and
include related risk factor disclosure.  Please also discuss this relationship in the context of
your risk factor disclosure on page 19 regarding the role of your independent directors in
determining whether to enforce indemnification obligations against your sponsor.
            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