FARADAY FUTURE INTELLIGENT ELECTRIC INC.

false 0001805521 0001805521 2026-09-25 2026-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): September 25, 2026 Faraday Future Intelligent Electric Inc. (Exact name of registrant as specified in its charter) Delaware 001-39395 84-4720320 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1990 E. Grand Ave. El Segundo , CA 90245 (Address of principal executive offices) (Zip Code) ( 424 ) 276-7616 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share FFAI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ 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 pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01 Other Events. Entry into a Non-Binding Term Sheet regarding Acquisition of the Company’s Robotics Business On September 25, 2026, Faraday Future Intelligent Electric, Inc., a Delaware corporation (the “Company”), entered into a non-binding term sheet (the “Term Sheet”), with AIxCrypto Holdings, Inc, the Company’s majority owned subsidiary (“AIxC”), for the sale of the Company’s robotics business (the “Proposed Transaction”). Pursuant to the Term Sheet, AIxC would acquire, directly or through one or more affiliates or subsidiaries, all outstanding equity interests of the Company’s robotics business, excluding any outstanding options to purchase equity in the Company’s robotics business held by the Company’s executives. The parties currently expect to effect the Proposed Transaction as a two-step transaction, in which AIxC would acquire the Company’s robotics business and then merge the Company’s robotics business with and into a newly formed subsidiary of AIxC in a forward merger. Special Committee Review In addition to the Company being the majority owner of AIxC, the Company’s Global Executive Chairman, Jerry Wang, is the Chief Executive Officer of AIxC. Accordingly, the Proposed Transaction is a related party transaction. The Proposed Transaction was reviewed and approved by a special committee (the “Special Committee”) of the Company’s Board of Directors (the “Board”). The Special Committee was formed and empowered and delegated the full power and authority of the Board to (i) review, evaluate, investigate and negotiate terms and conditions of the Proposed Transaction, (ii) determine whether the Proposed Transaction is advisable and in the best interests of the Company and its stockholders, (iii) reject the Proposed Transaction and determine not to pursue the Proposed Transaction or any alternative thereto, (iv) recommend to the Board what action, if any, should be taken by the Company with respect to the Proposed Transaction, and (v) take such other actions as the Special Committee deems necessary or appropriate in connection with the foregoing. The Board will not approve, authorize, recommend or cause the Company to enter into the Proposed Transaction or submit the Proposed Transaction to the stockholders of the Company without the prior favorable recommendation of the Special Committee. On September 25, 2026, the Special Committee unanimously approved the execution of the Term Sheet and recommended the same to the Board. On the same day, acting upon the recommendation of the Special Committee, the Board approved the execution of the Term Sheet. The Special Committee’s approval of the Term Sheet does not constitute approval of the Proposed Transaction or any definitive agreement. The Proposed Transaction or any definitive agreement remains subject to the Special Committee’s ongoing review and favorable recommendation following completion of its evaluation, including consideration of the terms of the definitive agreement, including receipt of a fairness opinion satisfactory to it, and approval by the Board acting upon the recommendation of the Special Committee. Proposed Consideration and Related Agreements The aggregate purchase price for the Proposed Transaction is expected to be US$200 million (the “Purchase Price”), payable in the form of the issuance to the Company of AIxC common stock and non-voting convertible preferred stock. The price per share of AIxC stock is expected to be the lower of (i) US$2.246 and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing of definitive agreements. At the Closing, the Company would enter into a lock-up agreement with AIxC, pursuant to which the Company would agree not to sell, transfer, pledge, hedge or otherwise dispose of any AIxC securities for a period of eighteen (18) months following the closing, subject to certain exceptions. Also, the Company and AIxC will enter into an investor rights agreement setting forth the parties’ agreed governance arrangements, including any agreed rights of the Company to nominate one or more members of the AIxC Board of Directors and any other agreed voting arrangements with respect to AIxC. The Term Sheet also contemplates two-year noncompetition and nonsolicitation covenants applicable to the Company and its affiliates, subject to specified exceptions for non-robotics electric vehicle and automotive businesses, related software and services and aftermarket activities. 1 Closing Conditions The closing of the Proposed Transaction would be subject to customary representations and warranties and customary closing conditions, including receipt of all required internal corporate approvals by the Company (including approval by its Board of Directors and the Special Committee; execution of the definitive agreements and material ancillary agreements; satisfaction of applicable Nasdaq requirements and receipt of required regulatory and third-party approvals; absence of a material adverse change in the Company’s robotics business; no material litigation or proceeding to challenge, restrain or otherwise interfere with the Proposed Transaction; and satisfactory arrangements with agreed key employees. The Proposed Transaction is expected to close in the 4 th quarter of 2026. Non-Binding Effect Except for the confidentiality, non-binding effect and miscellaneous provisions contained in Sections 7, 8 and 9 of the Term Sheet, the Term Sheet is non-binding and does not obligate either party to negotiate or execute definitive agreements or to consummate the Proposed Transaction. The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 99.1and incorporated herein by reference. On September 28, 2026, the Company issue