Item 1.01. Entry into a Material Definitive Agreement.
On November 11, 2022,
Faraday Future Intelligent Electric Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the
“SEPA”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”). Pursuant to the
SEPA, the Company shall have the right (subject to certain conditions), but not the obligation, to sell to Yorkville up to
$200,000,000 of its shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), subject,
at the option of the Company, to increase in one or more installments (each such installment, a “Commitment Increase”)
up to a total amount of $350,000,000 (the $200,000,000 plus any Commitment Increases, the “Commitment Amount”), at the
Company’s request any time during the commitment period commencing on November 11, 2022 and terminating on the earlier of (i)
the first day of the month following the 36-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made
payment of any advances pursuant to the SEPA (each, an “Advance”) for shares of the Class A Common Stock equal to the
Commitment Amount (as increased by any Commitment Increases). Each Advance the Company requests under the SEPA (notice of such
request, an “Advance Notice”) may be for a number of shares of Class A Common Stock equal to up to 9.99% of the total
number of shares of Class A Common Stock outstanding as of the date of the Advance Notice (less any such shares held by Yorkville
and its affiliates as of such date); however, the final number of shares of Class A Common Stock sold pursuant to each Advance
Notice shall not exceed the greater of (1) one-third of the total trading volume of the Class A Common Stock on the Nasdaq Stock
Market as reported by Bloomberg L.P. during such Pricing Period (as defined below), or (2) the number of shares of Class A Common
Stock sold by Yorkville during such Pricing Period, but not to exceed the amount requested in the Advance Notice. The shares would
be purchased at 97% of the average daily volume weighted average price of the Class A Common Stock on the Nasdaq Stock Market as
reported by Bloomberg L.P. (“VWAP”) for the three trading days commencing on the Advance Notice date (the “Pricing
Period”). When providing an Advance Notice, the Company may indicate on such Advance Notice a minimum acceptable price
(“MAP”). If a MAP is indicated on an Advance Notice, then each trading day during the Pricing Period for such Advance
Notice for which the VWAP of the Class A Common Stock is below the MAP or for which there is no VWAP (each such day, an
“Excluded Day”), shall result in an automatic reduction to the amount of the Advance set forth in such Advance Notice by
one-third, and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the price at which Yorkville
shall purchase the shares. Additionally, the total number of shares of Class A Common Stock in respect of such Advance (after the
foregoing reductions, if any) shall be automatically increased by such number of shares of Class A Common Stock (the
“Additional Shares”) equal to the number of shares of Class A Common Stock sold by Yorkville on such Excluded Day, if
any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice
multiplied by 97%, provided that this increase shall not cause the total Advance to exceed the amount set forth in the original
Advance Notice.
Any purchase under an
Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result
in it and its affiliates beneficially owning more than 9.99% of the then outstanding voting power or number of shares of Class A
Common Stock or any shares that, aggregated with shares issued under all other earlier Advances, would exceed 19.99% of all shares
of Class A Common Stock and Class B common stock of the Company, par value $0.0001 per share, outstanding on the date of the SEPA,
unless Company shareholder approval was obtained allowing for issuances in excess of such amount (the “Exchange Cap”).
The Exchange Cap will not apply under certain circumstances, including to any Advance under the SEPA where the average price of all
shares of Class A Common Stock issued and sold under the SEPA, or to be issued under Advances to the date of and including such
Advance, equals or exceeds $0.62 per share.
In connection with the execution
of the SEPA, the Company agreed to pay a structuring fee (in cash) to YA Global II SPV, LLC, a subsidiary of Yorkville, in the amount
of $10,000. Additionally, in connection with the execution of the SEPA, the Company agreed
to issue to Yorkville 789,016 shares of Class A Common Stock as a commitment fee, and if the Company exercises a Commitment Increase,
the Company will issue to Yorkville additional shares of Class A Common Stock as a commitment fee in an amount determined by dividing
(a) 0.25% of the amount of such Commitment Increase, by (b) the average of the daily VWAP for the five trading days prior to the date
the Company delivers notice of the Commitment Increase (the 789,016 shares plus any additional shares, the “Commitment Shares”).
Such additional Commitment Shares must be issued within five days of the date the Company delivers notice of the Commitment Increase.
In connection with the execution
of the SEPA, the Company agreed to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission
(the “SEC”) a registration statement, or multiple registration statements, for the resale under the Securities Act of 1933,
as amended (the “Securities Act”), by Yorkville of the shares of Class A Common Stock issued under the SEPA (including the
Commitment Shares and shares of Class A Common Stock issued pursuant to an Advance). The Company in its sole discretion may choose when
to file such registration statement, but the Company shall not have the ability to request any Advances until such registration statement
is declared effective by the SEC.
The foregoing description
of the SEPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the SEPA, a copy of
which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
This Current Report on Form
8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock, nor shall there be
any sale of shares of Class A Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.