Faraday&Future Inc. (FF) entered into a definitive agreement to acquire Property Solutions Acquisition Corp. (NasdaqCM:PSAC) for $3.3 billion in a reverse merger transaction on January 27, 2021. Under the merger agreement, the outstanding FF shares and the outstanding FF converting debt will be converted into a number of shares of new Class A common stock of PSAC following the transactions, shares of new Class B common stock of PSAC (referred to herein after the transaction as “New FF common stock”) following the transactions based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to (i)(A) the number of shares of PSAC common stock equal to $2.716 billion (plus net cash of FF, less debt of FF, plus debt of FF that will be converted into shares of PSAC common stock, plus any additional bridge loan in an amount not to exceed $50 million), (B) divided by $10, minus (ii) an additional 25 million shares which may be issuable to FF stockholders as additional consideration upon certain price thresholds, and the denominator of which is equal to the number of outstanding shares of FF, including shares issuable upon exercise of vested FF options and vested FF warrants (in each case assuming cashless exercise) and upon conversion of outstanding convertible notes. Additionally, each FF option or FF warrant that is outstanding immediately prior to the closing of the merger (and by its terms will not terminate upon the closing of the merger) will remain outstanding and convert into the right to purchase a number of shares of PSAC Class A common stock equal to the number of FF ordinary shares subject to such option or warrant multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio. Property Solutions will issue 225.1 million new shares to acquire Faraday and a contingent consideration of up to 25 million shares. The transaction reflects an implied equity value of the combined company of approximately $3.4 billion, based on current assumptions, with a $10.00 per share PIPE subscription price. All existing Faraday Future shareholders, including management, are rolling all of their equity. After completion, FF shareholders will hold approximately 66% of the shares, PSAC will hold 9.4% of the shares, and 24.6% will be held by the investors participating in the private placement. As per April 9, 2021 announcement, Existing Faraday shareholders and management will continue to own about 75% of the new NASDAQ listed Faraday Future. The merger transaction will provide an estimated $1.0 billion of gross proceeds to the combined company, including $230 million in cash held by PSAC in trust assuming no redemptions and an upsized $775 million fully committed common stock PIPE at $10.00 per share, providing sufficient funds to support the FF 91 scaled production and delivery. PIPE anchor investors include leading institutional shareholders from the U.S. and Europe, a Top 3 Chinese OEM, and a Tier-1 city in China. The transaction is expected to fully fund the production of class defining ultimate-performance luxury electric FF 91 within 12 months of transaction close. This transaction also supports the future development of the company's unique I.A.I system (Internet, Autonomous Driving, Intelligence). Following the closing, the combined company will be named Faraday Future Intelligent Electric Inc. and will be listed on the Nasdaq Stock Market under the new ticker symbol “FFIE”. At the close of the transaction, both Jordan Vogel Co-Chief Executive Officer and Chairman of Property Solutions Acquisition Corp. and Philip Kassin of Riverside Management Group (RMG) will serve on the Faraday Future Board. The FF management team will continue to be led by Carsten Breitfeld as Global Chief Executive Officer; and Zvi Glasman as Chief Financial Officer. After completion, the Board of Directors will consist of Carsten Breitfeld (FF's Global Chief Executive Officer), Matthias Aydt (FF's Senior Vice President of Business Development and Product Definition), Qing Ye (FF's Vice President of Business Development and FF PAR), Jordan Vogel (PSAC's current Chairman and Co-Chief Executive Officer), Lee Liu, Brian Krolicki, Christine Harada, Susan G. Swenson and Scott D. Vogel. After completion of the transaction, FF's headquarters located in Gardena, California will be the headquarters of the combined company.

The acquisition is subject to, among other things, the approval by PSAC's shareholders, satisfaction of the conditions stated in the definitive merger agreement, PSAC having at least $5,000,001 of net tangible assets remaining prior to the merger after taking into account any redemptions by holders of PSAC common stock that properly demand that PSAC redeem their common stock for their pro rata share of the trust account prior to the closing of the transactions, approval of the transactions by FF shareholders, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission, the receipt of U.S. antitrust approval, and approval by The Nasdaq Stock Market to list the securities of the combined company. The transaction is supported by major suppliers, many of which will become shareholders. The Boards of Directors for both FF and PSAC have unanimously approved the proposed business combination. FF and PSAC boards unanimously recommends that stockholders vote “FOR” the business combination proposal. As of April 5, 2021, the waiting period under the HSR Act expired on March 15, 2021. As of June 24, 2021, the U.S. Securities and Exchange Commission has declared effective Property Solutions Acquisition Corp.'s Registration Statement on Form S-4. A special meeting of Property Solutions Acquisition stockholders to approve, among other things, the proposed business combination will be held on July 20, 2021. Shareholders of Property Solutions Acquisition approved the transaction on July 20, 2021. The transaction is expected to be completed in the second quarter of 2021. As of June 24, 2021, the transaction is expected to close on July 21, 2021.

Credit Suisse Group AG (SWX:CSGN); and Jim Nappo, Bill Bunting, Alysa Craig, Ken Buckfire, Jonathan Risting, Vlad Moshinsky, Justin Zabinski, Anna Stochmalski, Brooke Wistreich and Jim Chappuis of Stifel Financial Corp. (NYSE:SF) acted as financial and capital markets advisors; and Miller Buckfire is serving as financial advisor to FF. David S. Allinson, Ryan J. Maierson, Lisa Watts, Andrea Ramezan-Jackson, Adam Kestenbaum, Steven Betensky, Kieran Dickinson, Jean-Philippe Brisson, David Langer, Maurice Conway, Robert Buday, Les Carnegie, James Barker, Steven Croley, Douglas Greenburg and George Klidonas of Latham & Watkins LLP acted as legal advisors to Property Solutions Acquisition Corp and Riverside Management Group, LLC in the transaction. Vijay Sekhon of Sidley Austin LLP acted as legal advisor for FF. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Property Solutions Acquisition. Merritt Johnson from Shearman & Sterling LLP represented Credit Suisse as financial advisor to Faraday&Future Inc. Morrow Sodali LLC acted as information agent to Property Solutions Acquisition Corp and will receive a fee of $25,000. PricewaterhouseCoopers LLP acts as FF's independent registered public accounting firm. Marcum LLP acts as PSAC's independent registered public accounting firm. Christopher Bickley and Christopher Page of Conyers Dill & Pearman, Hong Kong Office acted as legal advisor with respect to Cayman Islands law to Faraday Future Intelligent Electric Inc. (NasdaqGM:FFIE).Sidley Austin acted as legal advisor to Faraday Future Intelligent Electric Inc. (NasdaqGM:FFIE) along with Lathams & Watkins involvement in the transaction. Shearman & Sterling LLP acted as legal advisor to Faraday&Future Inc. (FF).

Faraday&Future Inc. (FF) completed the acquisition of Property Solutions Acquisition Corp. (NasdaqCM:PSAC) in a reverse merger transaction on July 21, 2021. Post-acquisition, the combined company being renamed “Faraday Future Intelligent Electric Inc.”, with its common stock and warrants to commence trading on the Nasdaq Stock Market on July 22, 2021 under the ticker symbols “FFIE” and “FFIE.WS”, respectively.