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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): December 14, 2023
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.) |
18455 S.
Figueroa Street |
|
|
Gardena,
CA |
|
90248 |
(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 |
|
FFIE |
|
The Nasdaq Stock
Market LLC |
Redeemable warrants, exercisable
for shares of Class A common stock at an exercise price of $11.50 per share |
|
FFIEW |
|
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
7.01 Regulation FD Disclosure
On
December 14, 2023, Faraday Future Intelligent Electric Inc. (the “Company”) issued a press release announcing that it had completed the first phase analysis of identifying potential illegal trading activity, and is taking additional steps to help
mitigate such activity with ShareIntel-Shareholder Intelligence Services, LLC into a second phase of work.
The
information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FARADAY FUTURE INTELLIGENT ELECTRIC
INC. |
|
|
Date: December 14, 2023 |
By: |
/s/
Jonathan Maroko |
|
Name: |
Jonathan Maroko |
|
Title: |
Interim Chief Financial Officer |
2
Exhibit 99.1
Faraday Future Continues
Actions to Protect Stockholders Against Potential Illegal Trading Activities
Los Angeles, CA (Dec. 14, 2023) -- Faraday Future Intelligent
Electric Inc. (NASDAQ: FFIE) (“Faraday Future”, “FF” or “Company”), a California-based global shared
intelligent electric mobility ecosystem company, today announced that it has completed the first phase analysis of identifying potential
illegal trading activity, and is taking additional steps to help mitigate such activity with ShareIntel-Shareholder Intelligence Services,
LLC into a second phase of work.
As announced in October of this year, FF engaged ShareIntel to help
identify potential illegal short selling and other abusive trading activities. To date, ShareIntel's DRIL-Down™ analysis has identified
reporting imbalances in FF’s shares that may be material to FF’s public float and average daily trading volume. These imbalances
may be a byproduct of non-compliant or illegal trading activities and may indicate that certain traders have sold but failed to deliver
a significant number of shares of FF’s common stock.
Matthias Aydt, Global CEO of FF commented, "Based on the findings
of ShareIntel's analysis to date, we are deeply concerned that FF may have been the target of a market manipulation scheme involving illegal
short selling. FF’s Board and management are committed to protecting our investors and maximizing shareholder value, and we will
take all actions necessary to ensure FF is not the target of market manipulation. We will continue to work with ShareIntel to combat potentially
manipulative and egregious illegal short selling and trading activities to help ensure fair market conditions."
"ShareIntel tracks share ownership and monitors critical broker-dealer
and shareholder movements", said David Wenger, President and Chief Executive Officer of ShareIntel. "We look forward to continuing
efforts to help Faraday Future Intelligent Electric Inc identify parties to potentially abusive and illegal naked short selling, implement
action plans to mitigate such activity and help maximize shareholder ownership transparency."
ABOUT FARADAY FUTURE
Faraday Future is the pioneer of the Ultimate AI TechLuxury ultra spire
market in the intelligent EV era, and the disruptor of the traditional ultra-luxury car civilization epitomized by Ferrari and Maybach.
FF is not just an EV company, but also a software-driven intelligent internet company. Ultimately FF aims to become a User Company by
offering a shared intelligent mobility ecosystem. FF remains dedicated to advancing electric vehicle technology to meet the evolving needs
and preferences of users worldwide, driven by a pursuit of intelligent and AI-driven mobility.
FOLLOW FARADAY FUTURE
https://www.ff.com/
https://www.ff.com/us/mobile-app/
https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/
www.linkedin.com/company/faradayfuture/
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements”
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this
press release the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions (or the negative versions of such words
or expressions) are intended to identify forward-looking statements. These forward-looking statements involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the Company’s ability to continue as a going concern and improve its liquidity
and financial position; the Company’s ability to remediate its material weaknesses in internal control over financial reporting;
risks related to the restatement of the Company’s previously issued consolidated financial statements; the Company’s limited
operating history and the significant barriers to growth it faces; the Company’s history of losses and expectation of continued
losses; increased operating expenses; incorrect assumptions and analyses developed by management; the market performance of the Company’s
common stock; the Company ability to comply with Nasdaq listing requirements; the Company’s ability to execute on its plans to develop
and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its
vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the success
of other competing manufacturers; the performance and security of the Company’s vehicles; the Company’s ability to receive
funds from, satisfy the conditions precedent of, and close on the various financings described elsewhere by the Company; the result of
future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s
indebtedness; the Company’s ability to cover future warranty claims; insurance coverage; the outcome of the Securities and Exchange
Commission (“SEC”) investigation relating to the matters that were the subject of the Special Committee investigation; the
success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on
its suppliers and contract manufacturers; the Company’s ability to develop and protect its technologies; the Company’s ability
to protect against cybersecurity risks; general economic and market conditions impacting demand for the Company’s products; risks
related to the Company’s operations in China; risks related to the Company’s stockholders who own a significant amount of
the Company’s common stock; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their
expected results; the ability of the Company to attract and retain directors and employees; any adverse developments in existing legal
proceedings or the initiation of new legal proceedings; and volatility of the Company’s stock price. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023, as well as in other documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the Company does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
CONTACTS
Investors (English): ir@faradayfuture.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
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