FF EAI Robotics Ecosystem Inc.

false 0001460702 0001460702 2026-10-14 2026-10-14 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): October 14, 2026 (October 12, 2026) FF EAI Robotics Ecosystem Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37428 26-3474527 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1990 E. Grand Ave. El Segundo , California 90245 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (310) 853-1683 AIxCrypto Holdings, Inc. (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 Common Stock, par value $0.001 FFR 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 1.01. Entry into a Material Definitive Agreement. Transaction Agreement In its Current Report on Form 8-K filed on September 28, 2026, FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.) (the “Company”) disclosed its entry into a non-binding term sheet with Faraday Future Intelligent Electric Inc. (“FFAI”), the Company’s majority stockholder, concerning the proposed acquisition by the Company of FFAI’s robotics business (the “Robotics Business”). On October 12, 2026, the Company entered into that certain transaction agreement (the “Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company (the “Cayman Seller”), FFAI (together with the Cayman Seller, the “Seller Parties”), FF EAI Robotics Inc., a California corporation (“RobotCo”), and FFR Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company agreed to acquire the Robotics Business from the Seller Parties. Due to the related-party nature of the transactions contemplated under the Transaction Agreement and other transaction documents (the “Transactions”) as FFAI is the Company’s majority stockholder, a special committee of the Company’s board of directors (the “Board”), composed of independent directors Chen Shi and Jason E. Dodier (the “Special Committee”), unanimously determined that the Transactions are fair to, and in the best interests of, the Company, and unanimously recommended that the Board approve the Transaction Agreement and the Transactions. Based on the Special Committee’s recommendation, the Board unanimously (i) determined that the Transactions are fair to, and in the best interests of, the Company, and (ii) approved entry into the Transaction Agreement and the consummation of the Transactions. The Special Committee and the Board received a fairness opinion from the Special Committee’s financial advisor, Advanture Capital Solutions LLC. At the closing of the Transactions (the “Closing”), the Company will acquire all issued and outstanding shares of RobotCo from the Cayman Seller in exchange for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and non-voting convertible preferred stock, par value $0.001 per share (the “Preferred Stock”) (the “Equity Exchange”). Immediately following the Equity Exchange, RobotCo will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned direct subsidiary of the Company (the “Merger”). The purchase price payable to the Cayman Seller is (a) US$200 million multiplied by (b)(i) one minus (ii)(A) the number of shares of RobotCo common stock issuable upon exercise of outstanding options immediately before the Closing divided by (B) the number of shares of RobotCo common stock outstanding immediately before the Closing on a fully diluted basis (the “Purchase Price”). The Purchase Price excludes consideration attributable to those outstanding options of RobotCo, which will be assumed by the Company as described below. The consideration share price is US$2.246 per share. The Transaction Agreement does not provide for the special stock dividend contemplated by the previously announced term sheet. The Purchase Price will be paid through the issuance of 1,315,313 shares of Common Stock and 65,475 shares of Preferred Stock. Each share of Preferred Stock will be convertible into one thousand shares of Common Stock. The Preferred Stock will be non-voting and will have no discount, interest, preferential dividend, redemption right or other special economic rights. Before issuance, the Company will adopt and file a certificate of designation specifying its terms. No Common Stock or Preferred Stock may be issued in excess of the amount authorized by the Company’s certificate of incorporation or, without the requisite stockholder approval, the maximum amount permitted under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable. The Preferred Stock may not be converted into Common Stock, and voting rights arising from conversion may not be exercised, unless and until the requisite stockholder approval of the Company is obtained. This absolute blocker applies to the Seller Parties, their affiliates and subsequent holders, including upon distributions, transfers or pledges, and cannot be circumvented through cash settlement, waiver, amendment or another arrangement. At the effective time of the Merger, each outstanding and unexercised option to acquire RobotCo common stock, whether vested or unvested, will be converted into an option to acquire Common Stock. The exchange ratio is 0.89, subject to adjustment for specified corporate actions. The number of shares underlying each assumed option will equal the current number of underlying RobotCo shares multiplied by the exchange ratio, and its per-share exercise price will equal its existing exercise price divided by the exchange ratio. 2 Before the Closing, FFAI and RobotCo are required to complete an internal restructuring (the “Internal Restructuring”) that transfers the Robotics Business and related assets, data, contracts, employees and liabilities to RobotCo or its subsidiaries. Certain identified shared software and technology will be licensed under long-term intellectual property license agreements. In addition, the Company will cooperate with the Seller Parties and RobotCo in completing employee transition and onboarding of employees of RobotCo and the Robotics Business, effective as of the Closing or the applicable transfer date. In anticipation of the entry into the Transaction Agreement, FFAI, RobotCo and the Company entered into that certain transition services agreement (the “Transition Services Agreement”), effective on October 1, 2026, pursuant to which FFAI will provide transition services to RobotCo in (i