FF EAI Robotics Ecosystem Inc.

false --12-31 0001460702 0001460702 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 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. ☐ EXPLANATORY NOTE On October 23, 2026, FF EAI Robotics Ecosystem Inc. (the “Company”) completed the transactions contemplated by that certain transaction agreement (the “Transaction Agreement”), dated October 12, 2026, by and among the Company, Smart Technology Holdings Ltd. (the “Cayman Seller”), Faraday Future Intelligent Electric Inc. (“FFAI”),, FF EAI Robotics Inc. (“RobotCo”) and FFR Acquisition Sub LLC (“Merger Sub”), including the Company’s acquisition of all issued and outstanding shares of RobotCo and merger of RobotCo with and into Merger Sub, with Merger Sub surviving as a wholly owned direct subsidiary of the Company. Item 1.01. Entry into a Material Definitive Agreement. The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein. Closing Ancillary Agreements On October 23, 2026, in connection with the closing of the transaction contemplated under the Transaction Agreement (the “Closing”), the Company, FFAI, Yueting Jia and Jiawei Wang entered into that certain support agreement (the “Support Agreement”). Each undersigned stockholder undertakes to approve the stockholder proposals described above by written consent and, if a meeting is held, to attend for quorum purposes and vote in favor of the proposals and against specified competing or obstructive actions. These voting obligations apply to shares that each undersigned stockholder is entitled to vote and exclude proposals that would materially and disproportionately adversely affect such stockholder compared with other Company stockholders. The Support Agreement also restricts transfers, subject to specified exceptions, and prohibits inconsistent voting arrangements. The voting and transfer obligations continue until the earlier of receipt of all approvals of the stockholder proposals and termination of the Transaction Agreement in accordance with its terms. In connection with the Closing, on October 23, 2026, FFAI and the Cayman Seller delivered a lock-up agreement (the “Lock-up Agreement”) to the Company. Under the Lock-up Agreement, FFAI and the Cayman Seller are subject to restrictions for a period of eighteen months following the Closing with respect to 100% of the consideration securities received pursuant to the Transaction Agreement, including common stock issued or issuable upon conversion of the preferred stock and securities issued in respect thereof in specified corporate events. The restrictions prohibit sales, transfers, hedging and public announcements of an intention to engage in such transactions, subject to specified consent and transfer exceptions. In connection with the Closing, on October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics Inc. a subsidiary of the Company (“FF AI-Robotics”) entered into that certain common technology license agreement (the “Common Technology License Agreement”), pursuant to which FF AI-Robotics and its affiliates were granted an exclusive (including as to the licensor and its affiliates), perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to specified technology used in both the robotics business and other businesses of FFAI, solely within the field of use specified in the agreement. On October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics also entered into that certain intellectual property assignment agreement (the “Intellectual Property Assignment Agreement”), pursuant to which Faraday&Future Inc. assigned to FF AI-Robotics intellectual property rights used exclusively in the robotics business. In connection with the Closing, the Company, FFAI and RobotCo executed that certain transition services agreement (the “Transition Services Agreement”), effective as of October 1, 2026, under which FFAI provide transition services to RobotCo in (i) EAI Device; (ii) EAI Brain & Open Source and Open Developer Platform; (iii) Data Factory; and (iv) Industry Solutions, and other relevant services. Fees for the services equal FFAI’s actual, direct and documented costs of providing the services, without markup. The initial term of the Transition Services Agreement is twelve months, and FFAI and RobotCo may extend the term upon mutual consent.. The foregoing descriptions of the Support Agreement, the Lock-up Agreement, the Common Technology License Agreement, the Intellectual Property Assignment Agreement and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The Support Agreement, form of the Lock-up Agreement, the Common Technology License Agreement and the Intellectual Property Assignment Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and the Transition Services Agreement is incorporated by reference as Exhibit 10.5 to this Current Report on Form 8-K. Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in the Explanatory Note, Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference herein. At the Closing, the Company acquired all of the issued and outstanding capital stock of RobotCo from the Cayman Seller in exchange for 1,315,313 shares of common stock, par value par value $0.001 per share (the “Common Stock”) and 65,475 shares of the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). At the effective time of the merger, each outstanding option to purchase RobotCo common stock was assumed by the Company and converted into an option to acquire Common Stock, with the number of underlying shares and the per-share exercise price adjusted using an exchange ratio of 0.89 and subject to the rounding provisions in the Transaction Agreement. The description of the Transaction Agreement set forth in Item 1