FARADAY FUTURE INTELLIGENT ELECTRIC INC.

true 0001805521 0001805521 2026-10-12 2026-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 12, 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 Avenue 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. ☐ Explanatory Note This Amendment No. 1 to the Current Report on Form 8-K (the “Form 8-K/A”) amends the Current Report on Form 8-K filed by Faraday Future Intelligent Electric Inc. (the “Company”) with the U.S. Securities and Exchange Commission on October 14, 2026 (the “Original Form 8-K”). The Form 8-K/A is being filed solely to correct certain clerical errors contained in Item 1.01 of the Original Form 8-K. No other changes are made to the Original Form 8-K, and this Form 8-K/A does not otherwise update the disclosures or the exhibits contained in the Original Form 8-K. 1 Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in the Faraday Future Intelligent Electric Inc.’s (the “Company”) Current Report on Form 8-K filed on September 28, 2026, on September 25, 2026, the Company entered into a non-binding term sheet with FFR or the sale of the Company’s robotics business (the “Robotics Business”). On October 12, 2026, the Company entered into a Transaction Agreement (the “Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company and subsidiary of the Company (the “Cayman Seller” and, together with the Company, the “Seller Parties”), FFR, FF EAI Robotics Inc., a California corporation wholly owned by the Cayman Seller (“FF Robotics”), and FFR Acquisition Sub LLC, a limited liability company formed under the laws of the state of Delaware and a wholly owned subsidiary of FFR (“Merger Sub”). Pursuant to the Transaction Agreement, and prior to the closing of the transactions contemplated thereby (the “Closing”), the Seller Parties and FF Robotics will complete an internal restructuring pursuant to which the Robotics Business, and all assets, intellectual property, data, contracts, employees and liabilities related thereto, will be contributed to FF Robotics and its subsidiaries. At the Closing, FFR will acquire from the Cayman Seller all of the issued and outstanding shares of FF Robotics (the “Equity Exchange”) and, immediately thereafter, FF Robotics will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of FFR (the “Merger” and, together with the Equity Exchange and the other transactions contemplated by the Transaction Agreement, the “Transactions”). The parties intend that the Equity Exchange and the Merger, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Consideration. The aggregate consideration payable by FFR (the “Purchase Price”) will be $200,000,000, multiplied by one minus the quotient of (i) the number of shares of FF Robotics common stock issuable upon exercise of outstanding options to purchase shares of FF Robotics common stock (the “FF Robotics Options”) divided by (ii) the aggregate number of shares of FF Robotics common stock outstanding immediately prior to the Closing, calculated on a fully diluted basis. At the Closing, FFR will issue to the Cayman Seller 1,315,313 shares of common stock of FFR, par value $0.001 per share (“FFR Common Stock”), and 65,475 shares of a newly designated series of non-voting convertible preferred stock of FFR, par value $0.001 per share (“FFR Preferred Stock” and, together with such FFR Common Stock, the “Purchaser Stock Consideration”), with the aggregate number of shares of FFR Common Stock represented by the Purchaser Stock Consideration, on an as-converted basis, equal to the Purchase Price divided by $2.246 (the “Purchaser Stock Price”). Each share of FFR Preferred Stock will be convertible into 1,000 shares of FFR Common Stock and will carry no discount, interest, preferential dividend, redemption right or other special economic rights. At the effective time of the Merger, each outstanding FF Robotics Option will be assumed by FFR and converted into an option to purchase FFR Common Stock at an exchange ratio of 0.89, on the same vesting and other terms, and FFR has agreed to file a registration statement on Form S-8 covering the shares of FFR Common Stock issuable upon exercise of such assumed options. Nasdaq Limitations; FFR Stockholder Approval. No FFR Common Stock or FFR Preferred Stock will be issued in excess of the amount authorized by FFR’s certificate of incorporation or the maximum amount permitted without stockholder approval under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), and no FFR Preferred Stock will be convertible into FFR Common Stock, and no voting rights arising from such conversion may be exercised, unless and until FFR’s stockholders approve the issuance of the Purchaser Stock Consideration and the FFR Common Stock issuable upon conversion of the FFR Preferred Stock, and any related amendment to FFR’s certificate of incorporation (the “FFR Stockholder Approval”). FFR has agreed to file a proxy statement and to call and hold a special meeting of its stockholders to seek the FFR Stockholder Approval as promptly as practicable following the Closing. 2 Representations, Warranties and Covenants. The Transaction Agreement contains customary representations and warranties of the Seller Parties regarding themselves and FF Robotics and its subsidiaries, and of FFR. The Transaction Agreement also contains customary covenants, including, among others, covenants of the Seller Parties to cause FF Robotics to operate in the ordinary course of business prior to the Closing, to deliver PCAOB-audited financial statements of the Robotics Business, and not to solicit or negotiate alternative acquisition proposals. In addition, for two years following the Closing, the Seller Parties have agreed not to engage in, or solicit employees or customers in connection with, any business competitive with the Robotics Business, subject to exceptions for the Company’s electric vehicle business and related activities that do not involve ro