UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |
|
☒ |
Filed by a Party other than the Registrant |
|
☐ |
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☒ |
Soliciting Material under §240.14a-12 |
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ |
No fee required. |
☐ |
Fee paid previously with preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On July 19, 2024, Faraday Future Intelligent Electric Inc., a Delaware
corporation (“FF” or the “Company) posted the following on Facebook, Instagram, LinkedIn and X:
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_001.jpg)
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_002.jpg)
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_003.jpg)
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_004.jpg)
The following were also posted to Facebook, LinkedIn and X by YT
Jia, the Company’s founder, on July 19, 2024:
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_005.jpg)
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_006.jpg)
![](https://www.sec.gov/Archives/edgar/data/1805521/000121390024063282/image_007.jpg)
Matthias Aydt, the Company’s Global Chief Executive Officer,
delivered the following remarks at FF’s Investor Community Day on July 20, 2024:
So the last thing I want to highlight is the importance of your vote
at the Company’s Annual Meeting of Stockholders to be held on July 31, 2024. We need your votes to protect Faraday Future. Our shared
dream, your vote, is critical to ensure we have enough votes to satisfy the quorum requirements for the annual meeting, if a sufficient
number of shares do not vote, we will be unable to hold our annual meeting.
And I’m reading that because it needs to be filed with the SEC.
So we could be unable to hold our Annual Meeting at which we will seek
approval to increase our authorized shares and to grant the Board discretion to effectuate a reverse stock split, among other matters.
Failure to approve the former would make it impossible for the Company to raise additional capital to support the Company in achieving
strategic objectives, and failure to approve the latter could lead to our delisting from Nasdaq.
The failure of any of these proposals could result in significant losses
for our stockholders. For the benefit of all stockholders, we must maintain the Company’s listed status. We believe that only then will
the Company have the opportunity to create long term value for our stockholders.
We urge you to participate and vote your shares as soon as possible
and vote for all proposals presented. If you have any questions about how to vote, feel free to check our website ff. com. or contact
the on site employee. Thank you.
FORWARD LOOKING STATEMENTS
This communication 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, which include
statements regarding the Company’s plan to regain compliance with Nasdaq listing standards, the Company’s intended reverse
stock split and increase in authorized shares, the Company’s intention to hold its annual meeting, and the Company’s planned
financings, are not guarantees of future performance, conditions or results, and 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, among others: the Company’s ability to continue as a going concern and improve its liquidity
and financial position; the Company’s ability to satisfy the conditions for continued listing set forth by the Nasdaq Hearings Panel;
the possibility that stockholder approval for the reverse stock split and/or the increase in authorized shares will not be obtained; the
possibility that factors unrelated to the reverse stock split may impact the per share trading price of the Common Stock; the Company’s
ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the ultimate decision of the
Nasdaq Hearings Panel; the Company’s ability to pay its outstanding obligations; the Company’s ability to remediate its material
weaknesses in internal control over financial reporting and the risks related to the restatement of 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; the success of the Company’s payroll expense reduction plan; 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 Company’s ability to cover future warrant claims; the success of other competing manufacturers; the
performance and security of the Company’s vehicles; current and potential litigation involving the Company; 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; general economic
and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential
cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of
the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest;
risks related to the Company’s operations in China; 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 manufacturer; the Company’s ability to
develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; the ability of the Company to
attract and retain employees; any adverse developments in existing legal proceedings or the initiation of new legal proceedings; and volatility
of the Company’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”)
on May 28, 2024, as amended on May 30, 2024 and June 24, 2024, and other documents filed by the Company from time to time with the SEC.
Additional Information and Where to Find
It
This communication may be deemed to be solicitation material in connection
with the proposals to be submitted to FF stockholders at its annual meeting seeking, among other proposals, approval to increase the number
of authorized shares of common stock and to authorize a reverse split and proportionate reduction of authorized shares if the reverse
stock split is implemented. In connection with the authorized share increase and the reverse stock split and proportionate reduction of
authorized shares, the Company filed a proxy statement filed with the Securities and Exchange Commission on July 5, 2024 in connection
with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the proposed authorized
share increase, reverse stock split and proportionate authorized share reduction proposals, and other matters described therein. The proxy
statement was mailed to the Company’s stockholders on or around July 5, 2024. The proxy statement includes information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies in connection with the proposed authorized
share increase, reverse stock split and proportionate authorized share reduction. The Company has also filed other documents regarding
the proposed authorized share increase, reverse stock split and proportionate authorized share reduction with the SEC. Before making any
voting decision, investors and security holders of the Company are urged to read the proxy statement and all other relevant documents
filed or that will be filed with the SEC in connection with the proposed authorized share increase, reverse stock split and proportionate
authorized share reduction as they become available because they contain important information about these proposals.
Investors and security holders can obtain free copies of the proxy
statement and all other relevant documents the Company has filed or will file with the SEC through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.ff.com/or
by written request to Faraday Future Intelligent Electric at 18455 S. Figueroa Street, Gardena, California 90248.
Participants in the Solicitation
FF and its Board of Directors and executive officers may be deemed
to be participants in the solicitation of proxies from FF’s stockholders in connection with the proposed authorized share increase,
reverse stock split and proportionate authorized share reduction and other matters described in the proxy statement. Information about
the directors and executive officers of FF is set forth in the proxy statement for its 2024 annual meeting of stockholder, which was filed
with the SEC on July 5, 2024. Investors may obtain additional information regarding the interest of FF and its directors and executive
officers in the reverse stock split proposal by reading the proxy statement relating to the annual meeting. You may obtain free copies
of these documents as described in the preceding paragraph.
Certain representatives of FF Global Partners Investment LLC, formerly
FF Top Holding LLC (“FF Top”), and its indirect parent entity FF Global Partners, LLC (“FF Global”), including,
without limitation, Jerry Wang and Weiwei Zhao (collectively, the “FF Top Representatives”), are additional participants in
the solicitation of proxies in connection with the in connection with the authorized share increase and the reverse stock split and proportionate
reduction of authorized shares and other matters as described in the Proxy Statement. Information regarding the direct and indirect interests
in the Company, by security holdings or otherwise, of FF Global, FF Top and the FF Top Representatives is included in the proxy statement
and the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on May 28, 2024, as amended by the Form 10-K/A
filed with the SEC on May 30, 2024 and June 24, 2024. Changes to the direct or indirect ownership of FF Top and FF Global are set forth
in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed reverse stock split or authorized share
cap. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of FF, nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
6
Faraday Future Intellige... (NASDAQ:FFIE)
Historical Stock Chart
From Jul 2024 to Aug 2024
Faraday Future Intellige... (NASDAQ:FFIE)
Historical Stock Chart
From Aug 2023 to Aug 2024