As filed with the Securities and Exchange Commission on March 3, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Property Solutions Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 85-3851769 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification Number) |
654 Madison Avenue, Suite 1009
New York, New York 10065
(646) 502-9845
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jordan Vogel, Co-Chief Executive Officer
Aaron Feldman, Co-Chief Executive Officer
654 Madison Avenue, Suite 1009
New York, New York 10065
(646) 502-9845
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Jocelyn M. Arel, Esq. Robert S. Insolia, Esq. Daniel J. Espinoza, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 Fax: (617) 523-1231 |
David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-252763
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ¨ | Accelerated Filer ¨ | |
| Non-Accelerated Filer x | Smaller Reporting Company x | |
| Emerging Growth Company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount
to be registered (1) |
Proposed
(2) |
Proposed
(2) |
Amount of
(3) |
||||||||||||
|
Units, each consisting of one share of Class A common stock, $0.0001 par value, and 1∕4 of a redeemable Warrant to acquire one share of Class A common stock (2) |
5,750,000 | $ | 10.00 | $ | 57,500,000 | $ | 6,273.25 | |||||||||
|
Class A common stock included as part of the Units (3) |
5,750,000 | — | — | — | (4) | |||||||||||
|
Redeemable warrants to acquire one share of Class A common stock included as part of the Units (3) |
1,437,500 | — | — | — | (4) | |||||||||||
| Shares of Class A common stock underlying redeemable warrants included as part of the Units | 1,437,500 | $ | 11.50 | $ | 16,531,250 | $ | 1,803.56 | |||||||||
| Total | 74,031,250 | $ | 8,076.81 | |||||||||||||
| (1) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252763). |
| (2) | Estimated solely for the purpose of calculating the registration fee. |
| (3) | The registrant previously registered securities having a proposed maximum aggregate offering price of $370,156,250 on a Registration Statement on Form S-1 (File No. 333-252763), which was declared effective by the Securities and Exchange Commission on March 3, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $74,031,250 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |
| (4) | No fee pursuant to Rule 457(g). |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
Explanatory note and incorporation by reference
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of units offered by Property Solutions Acquisition Corp. II (the “Registrant”) by 5,750,000 units, 750,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s Class A common stock to cover over-allotments, if any. The contents of the Registration Statement on Form S-1, as amended (File No. 333-252763), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on March 3, 2021, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
|
Exhibit
No. |
Exhibit Index | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Marcum LLP | |
| 23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of March, 2021.
| PROPERTY SOLUTIONS ACQUISITION CORP. II | |||
| By: | /s/ Jordan Vogel | ||
| Name: | Jordan Vogel | ||
| Title: | Co-Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Jordan Vogel and Aaron Feldman, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Jordan Vogel | Chairman, Co-Chief Executive Officer (Principal Executive Officer) and Secretary | March 3, 2021 | ||
| Jordan Vogel | ||||
| /s/ Aaron Feldman | Co-Chief Executive Officer, Treasurer (Principal Financial and Accounting Officer) and Director | March 3, 2021 | ||
| Aaron Feldman |
Exhibit 5.1
March 3, 2021
Property Solutions Acquisition Corp. II
654 Madison Avenue, Suite 1009
New York, New York 10065
Re: Securities Registered under Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-252763) (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement relating to the registration of the offering by Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), of an aggregate of 5,750,000 units, including up to 750,000 units purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company (collectively, the “Units”), with each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one-fourth of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Common Stock (the “Warrants”). The Registration Statement also relates to the registration of the shares (the “Warrant Shares”) of Common Stock issuable upon exercise of the Warrants.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinions set forth below are limited to the Delaware General Corporation Law, and, as to the Units and the Warrants constituting legally binding obligations of the Company, the law of New York.
Based on the foregoing, we are of the opinion that:
| 1. | When the Units are delivered and paid for in accordance with the Underwriting Agreement, assuming the due authorization, execution and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent, the Units will be valid and binding obligations of the Company. |
| 2. | When the shares of Common Stock included in the Units are delivered and paid for as part of the Units in accordance with the Underwriting Agreement, the shares of Common Stock will be validly issued, fully paid and non-assessable. |
| 3. | When the Warrants included in the Units are delivered and paid for as part of the Units in accordance with the Underwriting Agreement, assuming the due authorization, execution and delivery of such Warrants by Continental Stock Transfer & Trust Company, as warrant agent, the Warrants will constitute valid and binding obligations of the Company. | |
| 4. | Assuming sufficient authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Warrant Shares, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable. |
Our opinions expressed in this opinion letter are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
We note that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Goodwin Procter LLP | |
| GOODWIN PROCTER LLP |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of Property Solutions Acquisition Corp. II on Form S-1MEF pursuant to Rule 462(b) of the Securities Act of 1933 of our report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Property Solutions Acquisition Corp. II as of December 31, 2020 and for the period from October 29, 2020 (inception) through December 31, 2020 appearing in the Registration Statement of Property Solutions Acquisition Corp. II on Form S-1 File No. 333-252763, including all amendments thereto.
/s/ Marcum llp
Marcum llp
New York, NY
March 3, 2021