PSAG / Property Solutions Acquisition Corp II - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

PSAG / Property Solutions Acquisition Corporation II Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gapropertysolutions.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Property Solutions Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74350A108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2233719d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-40087 Commission File Number PROPERTY SOLUTIONS ACQUISITIO

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROPERTY SOLUTIONS ACQUISITION CORP. II

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROPERTY SOLUTIONS ACQUISITION CORP. II PROPERTY SOLUTIONS ACQUISITION CORP. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Property Solutions Acquisition Corp. II. The original Certificate

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Property Solutions Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (State or other jurisdiction of (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Property Soluti

DEFA14A 1 tm2232865d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Property Solutions Acquisition Corp. II. (Exact name of registrant as specified in its charter) Delaware 001-40087 85-385176

Property Solutions Acquisition Corp. II Will Redeem Public Shares

EXHIBIT 99.1 Property Solutions Acquisition Corp. II Will Redeem Public Shares New York, NY, December 16, 2022 ? Property Solutions Acquisition Corp. II (the ?Company?) (NASDAQ: PSAG), a special purpose acquisition company, today announced that, the Company will redeem all of its outstanding shares of Class A Common Stock, par value $0.0001, issued by the Company in its initial public offering (th

Property Solutions Acquisition Corp. II Will Redeem Public Shares

EXHIBIT 99.1 Property Solutions Acquisition Corp. II Will Redeem Public Shares New York, NY, December 16, 2022 ? Property Solutions Acquisition Corp. II (the ?Company?) (NASDAQ: PSAG), a special purpose acquisition company, today announced that, the Company will redeem all of its outstanding shares of Class A Common Stock, par value $0.0001, issued by the Company in its initial public offering (th

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Property Solutions Acquisition Corp. II. (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (State or other jurisdiction of (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2231231-4def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Schedule 14A (Amendment No. 1)? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by

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CORRESP 1 filename1.htm Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041 goodwinprocter.com December 5, 2022 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Property Solutions Acquisition Corp. II Preliminary Proxy Statement filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40087

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number (Check One):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40087 Commission File Number (Check One): (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number (Check One):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40087 Commission File Number (Check One): (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition

PSAG / Property Solutions Acquisition Corporation II Class A / Karpus Management, Inc. - KARPUS INVESTMENT MGT / PROPERTY SOLUTIONS ACQ - SCHEDULE 13G/A(#1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Property Solutions Acquisition Corp. II (Name of Issuer) Common (Title of Class of Securities) 74350A108 74350A207 (CUSIP Number) May 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40087 PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number (Check One):

NT 10-Q 1 tm2215474d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40087 Commission File Number (Check One): (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Tra

Description of Registrant’s Securities

Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Property Solutions Acquisition Corp. II, a Delaware corporation (?we,? ?us,? ?our? or the ?Company?), is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation, ou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40087 Property

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number

NT 10-K 1 tm2210241d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40087 Commission File Number (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Re

PSAG / Property Solutions Acquisition Corporation II Class A / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

SC 13G 1 d291846dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Property Solutions Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 74350A108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this State

PSAG / Property Solutions Acquisition Corporation II Class A / Karpus Management, Inc. - KARPUS INVESTMENT MGT / PROPERTY SOLUTIONS ACQ - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * Property Solutions Acquisition Corp. II (Name of Issuer) Common (Title of Class of Securities) 74350A108 74350A207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul

PSAG / Property Solutions Acquisition Corporation II Class A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d276482dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Property Solutions Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74350A108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Fili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40087

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Property Solutions Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (State or other jurisdiction of incor

Property Solutions Acquisition Corp. II Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Property Solutions Acquisition Corp. II Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report New York, NY ? June 1, 2021 ? Property Solutions Acquisition Corp. II (the ?Company?), announced today that on May 28, 2021, it received a notice (the ?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40087 Commission File Number (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q and Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on

Financial Statements and Exhibits, Other Events

8-K 1 tm2112518d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 Property Solutions Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (St

PROPERTY SOLUTIONS ACQUISITION CORP. II SECURITIES TO COMMENCE SEPARATE TRADING

Exhibit 99.1 PROPERTY SOLUTIONS ACQUISITION CORP. II SECURITIES TO COMMENCE SEPARATE TRADING New York, NY (April 7, 2021) – Property Solutions Acquisition Corp. II (Nasdaq: PSAGU) (the “Company”) announced today that separate trading of its Class A common stock and warrants underlying the Company’s units would commence on or about April 9, 2021. The common stock and warrants will trade under the s

Other Events, Financial Statements and Exhibits

8-K 1 tm219573d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 Property Solutions Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (Sta

PROPERTY SOLUTIONS ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 PROPERTY SOLUTIONS ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Property Solutions Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 8, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Property Solutions Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per shar

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Property Solutions Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 74350A207 (CUSIP Number) March 3, 2021 (Date of Event which Requires Filing of this Statement) Check the appro

JOINT FILING AGREEMENT

EX-99.1 Page 10 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Property Solutions Acquisition Corp. II dated as of March 3, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 Property Solutions Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40087 85-3851769 (State or other jurisdiction of inco

Investment Management Trust Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 3, 2021 by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File N

Letter Agreement, dated March 3, 2021, by and among the Company, the Sponsor and each director and officer of the Company. (1)

Exhibit 10.5 March 3, 2021 Property Solutions Acquisition Corp. II 654 Madison Avenue, Suite 1009 New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Property Solutions Acquisition Corp. II., a Delaware corpora

Underwriting Agreement, dated March 3, 2021, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

Exhibit 1.1 30,000,000 Units PROPERTY SOLUTIONS ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York March 3, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on schedule a hereto Ladies and Gentlemen: Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), hereby confirms its agreement with Early

Warrant Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 3, 2021, is by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Compa

Registration Rights Agreement, dated March 3, 2021, by and among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto. (1)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 3, 2021, is made and entered into by and among Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), Property Solutions Acquisition Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature pag

Property Solutions Acquisition Corp. II Announces Pricing of Upsized $300 Million Initial Public Offering

Exhibit 99.1 Property Solutions Acquisition Corp. II Announces Pricing of Upsized $300 Million Initial Public Offering New York, NY ? March 3, 2021 ? Property Solutions Acquisition Corp. II (the ?Company?), a special purpose acquisition company, today announced the pricing of its upsized initial public offering of 30,000,000 units, at a price to the public of $10.00 per unit. The units are expecte

Private Placement Units Purchase Agreement, dated March 3, 2021, between the Company and Property Solutions Acquisition Sponsor II, LLC. (1)

Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 3, 2021, is entered into by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), and Property Solutions Acquisition Sponsor II, LLC,

Administrative Services Agreement, dated March 3, 2021, between the Registrant and the Benchmark RE Group LLC. (1)

Exhibit 10.7 Property Solutions Acquisition Corp. II March 3, 2021 Benchmark RE Group LLC 654 Madison Avenue, Suite 1009 New York, New York 10065 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the date (the ?Commencement Date?) of the prospectus (the ?Prospectus?) delivered by Property Solutions Acquisition Corp. II (the ?Company?) in connection with the Company?s

Private Placement Units Purchase Agreement, dated March 3, 2021, between the Company and EarlyBirdCapital, Inc. (1)

Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 3, 2021, is entered into by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc., a Delaware corporation (

Property Solutions Acquisition Corp. II Announces Closing of Upsized $300 Million Initial Public Offering

Exhibit 99.2 Property Solutions Acquisition Corp. II Announces Closing of Upsized $300 Million Initial Public Offering New York, NY ? March 8, 2021 ? Property Solutions Acquisition Corp. II (the ?Company?), a special purpose acquisition company, today announced the closing of its upsized initial public offering of 30,000,000 units at a price to the public of $10.00 per unit. The offering resulted

Amended and Restated Certificate of Incorporation of the Company.(1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Property Solutions Acquisition Corp. II March 5, 2021 Property Solutions Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Property Solutions Acquisition Corp. II?. The original certificate of incor

$300,000,000 Property Solutions Acquisition Corp. II 30,000,000 Units

TABLE OF CONTENTS ?Filed Pursuant to Ruler 424(b)(4)? ?Registration No. 333-252763? PROSPECTUS $300,000,000 Property Solutions Acquisition Corp. II 30,000,000 Units Property Solutions Acquisition Corp. II is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or si

Form S-1 (File No. 333-253850)

S-1MEF 1 tm2036348d15s1mef.htm S-1MEF 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 ot

EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017

CORRESP 1 filename1.htm EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 March 2, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Property Solutions Acquisition Corp. II Registration Statement on Form S-1 Registration No. 333-252763 Gentlemen: In connection with the Registration Statem

Property Solutions Acquisition Corp. II 654 Madison Avenue, Suite 1009 New York, NY 10065

Property Solutions Acquisition Corp. II 654 Madison Avenue, Suite 1009 New York, NY 10065 March 2, 2021 VIA EDGAR Anuja A. Majmudar Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Property Solutions Acquisition Corp. II Acceleration Request for Registration Statement on Form S-1 File No. 333-252

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CORRESP 1 filename1.htm Goodwin Procter LLP T: 650.752.3100 601 Marshall Street F: 650.472.6021 Redwood City, CA 94063 goodwinprocter.com February 26, 2021 VIA EDGAR AND FEDERAL EXPRESS Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Property Solutions Acquisition Corp. II Amendment No. 2 to Re

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 26, 2021.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is e

Form of Code of Business Conduct and Ethics

EXHIBIT 14 Property Solutions Acquisition Corp. II Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors (the ?Board of Directors?) of Property Solutions Acquisition Corp. II, (the ?Company?) established this Code of Business Conduct and Ethics to aid the Company?s directors, officers, employees and certain designated agents in making ethical and legal decisions

Form of Audit Committee Charter

EXHIBIT 99.4 PROPERTY SOLUTIONS acquisition corp. II Audit Committee Charter I. General Statement of Purpose The purposes of the Audit Committee of the Board of Directors (the ?Audit Committee?) of Property Solutions Acquisition Corp. II, (the ?Company?) are to: ? oversee the accounting and financial reporting processes of the Company and the audits of the Company?s financial statements; ? oversee

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 18, 2021.

Form of Compensation Committee Charter

Exhibit 99.5 PROPERTY SOLUTIONS acquisition corp. ii Compensation Committee Charter I. General Statement of Purpose The Compensation Committee of the Board of Directors (the ?Compensation Committee?) of Property Solutions Acquisition Corp. II, (the ?Company?), on behalf of the Board of Directors (the ?Board?), discharges the Board?s responsibilities relating to compensation of the Company?s direct

Consent ot Avi Savar

Exhibit 99.2 CONSENT Property Solutions Acquisition Corp. II intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrati

Form of Nominating Committee Charter

Exhibit 99.6 PROPERTY SOLUTIONS acquisition corp. ii Nominating Committee Charter I. General Statement of Purpose The Nominating Committee (the ?Nominating Committee?) of the Board of Directors (the ?Board?) of Property Solutions Acquisition Corp. II (the ?Company?) is responsible for identifying individuals qualified to become board members, consistent with criteria approved by the Board, with th

Consent of Eduardo Abush

EXHIBIT 99.1 CONSENT Property Solutions Acquisition Corp. II intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrati

Consent of David Amsterdam

EXHIBIT 99.3 CONSENT Property Solutions Acquisition Corp. II intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registrati

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units PROPERTY SOLUTIONS ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York , 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Property Solutions Acquisition Corp. II, a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCap

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8-A12B 1 tm2036348d88a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Property Solutions Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3851769 (State of Incorporation or Organization) (I.R.S. Emp

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Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 T: 650.752.3100 F: 650.472.6021 goodwinprocter.com February 18, 2021 VIA EDGAR and federal express Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Property Solutions Acquisition Corp. II Registration Statement on Form S-1 Filed Febr

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 9 tm2036348d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “T

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Property Solutions Acquisition Corp. II February 4, 2021 Property Solutions Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Property Solutions Acquisition Corp. II”. The original certificate of in

Form of Private Placement Units Purchase Agreement between the Registrant and EarlyBirdCapital, Inc.

Exhibit 10.8 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (the

Form of Administrative Services Agreement between the Registrant and the Benchmark RE Group LLC.

Exhibit 10.7 Property Solutions Acquisition Corp. II , 2021 Benchmark RE Group LLC [Address] Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the date (the “Commencement Date”) of the prospectus (the “Prospectus”) delivered by Property Solutions Acquisition Corp. II (the “Company”) in connection with the Company’s initial public offering (the “IPO”) of its securitie

Specimen Common Stock Certificate.

EX-4.2 7 tm2036348d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] Property Solutions Acquisition Corp. II CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Property Solutions Acquisition Corp. II, a Delaware corporation (the “Co

Form of Letter Agreement among the Registrant, the Sponsor, EarlyBirdCapital and each director and executive officer of the Registrant.

Exhibit 10.6 , 2021 Property Solutions Acquisition Corp. II 654 Madison Avenue, Suite 1009 New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Property Solutions Acquisition Corp. II., a Delaware corporation (t

Form of Indemnity Agreement.

EX-10.5 14 tm2036348d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [●], 2021 by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Inde

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Property Solutions Acquisition Corp. II SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP[] PROPERTY SOLUTIONS ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Uni

Form S-1, as amended (File No. 333-252763),

S-1 1 tm2036348-2s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 4, 2020. 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 specif

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.1 10 tm2036348d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s

PROPERTY SOLUTIONS ACQUISITION CORP. II Adopted November 10, 2020 Article I- STOCKHOLDERS

Exhibit 3.4 PROPERTY SOLUTIONS ACQUISITION CORP. II BYLAWS Adopted November 10, 2020 Article I- STOCKHOLDERS Section 1 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board

Promissory Note.

EX-10.4 13 tm2036348d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR

Certificate of Incorporation.

EX-3.1 2 tm2036348d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PROPERTY SOLUTIONS ACQUISITION CORP. II Article I The name of this corporation is Property Solutions Acquisition Corp. II (the “Corporation”). Article II The address the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 12 tm2036348d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), and Proper

Form of Registration Rights Agreement among the Registrant and the Sponsor.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”), Property Solutions Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page he

Specimen Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PROPERTY SOLUTIONS ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is t

Form of Amended and Restated Certificate of Incorporation.

EX-3.3 4 tm2036348d3ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Property Solutions Acquisition Corp. II , 2021 Property Solutions Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Property Solutions Acquisition Corp. II”

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Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 T: 650.752.3100 F: 650.472.6021 goodwinprocter.com February 4, 2021 VIA EDGAR and federal express Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Property Solutions Acquisition Corp. II Draft Registration Statement on Form S-1 Submi

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TABLE OF CONTENTS As confidentially submitted to the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on December 18, 2020.