TEXT-EXTRACT 2 filename2.txt 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 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, FirstName LastNameJordan Vogel Division of Corporation Finance Comapany NameProperty Solutions Acquisition Corp. Office of Energy & Transportation May 15, 2020 Page 2 cc: Jeffrey M Gallant FirstName LastName