FARADAY FUTURE INTELLIGENT ELECTRIC INC.

false 0001805521 0001805521 2026-10-23 2026-10-23 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 23, 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. ☐ Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed by Faraday Future Intelligent Electric Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 14, 2026, as amended by Amendment No. 1 thereto filed on October 15, 2026 (the “Signing Form 8-K”), 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”), FF EAI Robotics Ecosystem Inc. (“FFR”), FF EAI Robotics Inc., a California corporation wholly owned by the Cayman Seller (“FF Robotics”), and FFR Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of FFR (“Merger Sub”), pursuant to which the Company agreed to sell its robotics business (the “Robotics Business”) to FFR. On October 23, 2026 (the “Closing Date”), the Seller Parties completed the sale of the Robotics Business to FFR pursuant to the Transaction Agreement (the “Closing”). Prior to the Closing, the Seller Parties and FF Robotics completed an internal restructuring pursuant to which the Robotics Business, and all assets, intellectual property, data, contracts, employees and liabilities related thereto, were contributed to FF Robotics and its subsidiaries from various other subsidiaries of the seller Parties. At the Closing, FFR acquired from the Cayman Seller all of the issued and outstanding shares of FF Robotics (the “Equity Exchange”) and, immediately thereafter, FF Robotics merged 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. As, FFR was controlled by the Company prior to the Closing, the Transactions constituted related-party transactions. Yueting Jia, the Chief Executive Officer of the Company, and Jiawei Wang, the Global Executive Chairman of the Company, are parties to the Support Agreement (as defined below) and A&R Lead Investor Agreement (as defined below), and, as a condition to the Closing, entered into employment agreements with FF Robotics. The Transaction Agreement and the Transactions were approved by the Company’s board of directors upon the recommendation of a special committee of independent and disinterested directors of the Company’s board of directors, and by FFR’s board of directors upon the recommendation of the special committee of independent directors of the board of directors of FFR (the “FFR Special Committee”), following receipt by the FFR Special Committee of a fairness opinion from its financial advisor. Consideration The aggregate consideration paid by FFR (the “Purchase Price”) was $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 issued 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”). The aggregate number of shares of FFR Common Stock represented by the Purchaser Stock Consideration, which is 66,790,313 shares on an as-converted basis, equals the Purchase Price divided by $2.246. Each share of FFR Preferred Stock is convertible into 1,000 shares of FFR Common Stock and carries no discount, interest, preferential dividend, redemption right or other special economic rights. Page 1 At the effective time of the Merger, each outstanding FF Robotics Option was 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. 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. 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, as required by applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d) (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. FFR has also agreed, upon request made after the first anniversary of the Closing, to file a resale registration statement covering the FFR Common Stock issued as, or issuable upon conversion of, the Purchaser Stock Consideration. Support Agreement As previously disclosed in the Signing Form 8-K, concurrently with the execution of the Transaction Agreement, the Company, Yueting Jia and Jiawei Wang entered into a Support Agreement with FFR (the “Support Agreement”), pursuant to which each such stockholder agreed to vote, or act by written consent with respect to, all shares of FFR capital sto