Property Solutions Acquisition Corp.

A twelfth charter amendment and a 1-for-150 ratio together tell the story: this is a company that has repeatedly consolidated its stock and repeatedly seen it fall back. Leaving the authorised share count unchanged while cutting outstanding shares by 150 times creates enormous new issuance headroom, which for former FFAI holders is the mechanism by which the next financing round dilutes them again. Option exercise prices adjust proportionately, so insiders' positions are preserved in percentage terms.

A preferred share carrying 3,846 votes gives its holders voting power thousands of times that of a common share, so control of this meeting sits with whoever holds the Series C rather than with the 346.2 million Class A shares. The Nasdaq 5635(d) cap is the only brake on conversion, and votes of this kind are typically called to remove it. With 19.7 million warrants also outstanding, the dilution stack above the common is substantial.

The second tranche of an $82 million convertible facility remained undrawn almost eleven months after the first closing, and the parties had to amend and restate the agreement rather than simply close it — a sequence that usually means the original conditions could not be met on the original terms. For former FFAI holders, the notes convert into a share count that has since been consolidated 1-for-150, and the accompanying warrants add a further third on top of whatever the conversion produces.

Raising a full-year target to 2,000 units on 242 shipped in four months implies more than 1,750 units in the remaining half-year — roughly seven times the run rate achieved so far, which is the assumption a holder should test rather than accept. The soliciting purpose is the more concrete point: the release is campaigning for a Private Placement Proposal, meaning the operational claims are being deployed to win approval for further share issuance at a company already consolidated 1-for-150.

Series C Preferred carrying 3,846 votes a share means a small preferred holding can outvote the entire common register, so the outcome of this meeting is not determined by the 346 million Class A shares outstanding. The Nasdaq 5635(d) limitation on conversion is precisely what the vote is designed to lift. For former FFAI holders, approval unlocks conversion of preferred into common on top of a share base that was consolidated 1-for-150 twelve days after this filing.

A reverse split of up to 1-for-150 combined with raising authorised capital to 487,740,421 shares would leave the company able to issue vastly more stock than the compressed post-split base - the classic structure for continuous dilutive financing. Two separate Nasdaq 20% Rule votes, one for note holders and one for preferred holders, confirm that both debt and preferred are being converted into common. Holders approving all of it authorise essentially unlimited future issuance.

Insiders holding less than 1% of the equity between ten officers and directors, while the sole Class B holder can act for the entire class by written consent, means control rests on a special class rather than on economic ownership. The Share Authorization Proposal is the item the Series A Preferred exists to vote on - a purpose-built instrument to pass a capital increase. Faraday Future would return in April 2026 seeking authorised shares of 487 million and a 1-for-150 split.

The authorized-share increase of 70,256,672 shares, from 180,145,313 to 250,401,985, is what makes the convertible-note and warrant issuances physically possible, so the two proposals work as a pair — approving one without the other leaves the financing short of shares. On August 5, 2025 the holder of all outstanding Class B Common Stock acted by written consent, and certain Series B Preferred shares are barred from voting on one or both proposals, so the outcome is partly pre-committed before public holders vote.

The vote is partly settled before it opens. On April 16, 2025 the holder of all outstanding Class B Common Stock acted by written consent under Article VI, Section 6.1 of the Charter and Section 229 of the Delaware General Corporation Law, and the single Series A Preferred share may vote only on the Share Authorization Proposal. Public Class A holders therefore vote on a private-placement issuance whose mechanics a controlling holder has already largely determined.

This is the first of at least three authorization votes the company put to holders during 2025, each raising the ceiling to accommodate convertible-note conversions — the pattern of a company financing operations by repeatedly enlarging its own capital structure. The single share of Series A Preferred may vote only on the Share Authorization Proposal, and on January 28, 2025 the holder of all outstanding Class B Common Stock approved matters by written consent under the charter and Section 229 of the Delaware General Corporation Law.

Control is exercised outside the meeting: on June 20, 2024 the holder of all outstanding Class B Common Stock approved matters by written consent under Article VI, Section 6.1 of the charter and Section 229 of the Delaware General Corporation Law, and the single Series A Preferred share may vote only on the Share Authorization and Reverse Stock Split proposals. Public Class A holders are therefore voting on a slate and a capital restructuring whose outcome the controlling holder has already shaped.

Both classes are larger than at the first amendment, so the dilution a PSAC public holder faces was still moving this far into the process. The Class B block of 63,217,000 shares sits alongside 218,303,085 Class A shares, and the per-share price column is now shown as not applicable, with only aggregate offering prices given. The combined 281,520,085 shares is the ceiling on issuance and the figure to measure the transaction by, rather than the dollar aggregate that depends on a price the table no longer states.

The filing states its own baseline, so the increase is visible without leaving the document: PSAC previously registered 212,285,639 shares of Class A common stock and 61,712,763 shares of Class B common stock as the Initial Shares with the original registration statement, and both classes have grown here. The Class B line is large for a SPAC registration — 63,217,000 shares against 218,303,085 Class A — and the target is a Cayman Islands exempted company, which is why the merger sub is Cayman-incorporated as well.

A second class is created for the target side rather than everything landing in one: 61,712,763 shares of Class B common stock sit alongside 212,285,639 shares of Class A, and the fee table prices both identically at $12.20. The combined 273,998,402 shares is the ceiling on issuance and the measure of what a PSAC public holder is diluted by, an aggregate of $3,342,780,504.40 at that price. The target is a Cayman Islands company acquired by a Delaware SPAC through a Cayman Islands merger subsidiary.

Nearly a quarter of the registered shares are a second class: 61,712,763 Class B shares go to certain equity and debt holders of FF alongside the 212,285,639 Class A shares, so the target's side arrives split across two classes rather than into the stock PSAC's public holders own. The count also folds in shares issuable under FF's options, warrants and convertible notes and earnout shares issuable after closing, on an exchange ratio built from assumptions about FF's cash and debt at closing. The special meeting is set for 11:00 a.m. Eastern time on a blank date.

What changed: The filing is an Amendment No. 1 to a Current Report on Form 8-K (Form 8-K/A) filed by Faraday Future Intelligent Electric Inc. on August 24, 2026. The amendment serves two specific purposes: (i) it corrects certain clerical errors contained in Exhibit 4.1 (Form of Amended and Restated Unsecured Note) that was filed with the Original Form 8-K on August 21, 2026; and (ii) it furnishes a press release dated August 24, 2026, which relates to the event disclosed under Item 1.01 of the Original Form 8-K. The document explicitly states that no other changes are made to the Original Form 8-K and this amendment does not otherwise update the disclosures contained therein. Why it matters: This filing clarifies the legal documentation regarding Faraday Future's unsecured notes by correcting prior clerical errors in the note form, ensuring the accuracy of the instrument governing the company's debt obligations. Additionally, it provides the public record for a press release discussing the effects of an amendment agreement, offering context on the terms or implications of the financial restructuring or modification referenced in the original report. For investors tracking SPAC redemption deadlines or trust value, this filing indicates that the underlying transaction involving Faraday Future remains active but subject to these specific administrative corrections and disclosures, rather than signaling a termination or liquidation event in this specific document.

What changed: Faraday Future Intelligent Electric Inc. filed an 8-K on August 21, 2026, reporting that it and certain investors entered into an Amendment Agreement on August 20, 2026, to split the fourth closing of a $41 million Securities Purchase Agreement into two separate closings and eliminate the issuance of Common Warrants and Incremental Warrants at remaining closings. Why it matters: Investors should note that the SPAC Property Solutions Acquisition Corp. (FFAI) is listed as LIQUIDATED, meaning this filing pertains to the post-merger operating company Faraday Future rather than the SPAC trust or redemption mechanics.