Prospectus Supplement No. 9
(to Prospectus dated November 10, 2022) |
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258993 |
201,218,630 Shares of Class
A Common Stock
Up to 284,070,555 Shares
of Class A Common Stock
Issuable Upon Exercise of
the Warrants and Conversion of the SPA Notes
Up to 276,131 Private Warrants
This prospectus supplement
updates and supplements the prospectus dated November 10, 2022 (the “Prospectus”), which forms a part of our Registration
Statement on Form S-1, as amended (Registration No. 333-258993). This prospectus supplement is being filed to update and supplement the
information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 31, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the issuance by us of an aggregate of up to 24,353,356 shares of our common stock, $0.0001 par value per share (“Common
Stock”), which consists of (i) 27,733,421 shares of the Class A common stock, par value $0.0001 per share, of Faraday Future Intelligent
Electric Inc. (“FFIE” and such Class A common stock, the “Class A Common Stock”) originally purchased in the PIPE
Financing (as defined in the Prospectus) by certain of the selling securityholders named in the Prospectus (the “Selling Securityholders”)
at a purchase price of $10.00 per share, (ii) 213,366 Founder Shares (as defined in the Prospectus) by certain of the Selling Securityholders
previously acquired by our predecessor’s sponsor at an effective purchase price of $0.0043 per share, (iii) 170,131 shares of Class
A Common Stock issued to designees of EarlyBirdCapital, Inc. as underwriters’ compensation in connection with the initial public
offering of Property Solutions Acquisition Corp. (“PSAC”) at an effective purchase price of $0.0041 per share, (iv) 586,000
shares of Class A Common Stock issued on July 22, 2022 as consideration for consulting and advisory services pursuant to an omnibus transaction
services fee agreement and acknowledgement, as amended, with Riverside Management Group in connection with the Business Combination (as
defined in the Prospectus), (v) 86,395,848 shares of Class A Common Stock originally issued to Season Smart Limited (“Season Smart”)
and Founding Future Creditors Trust as consideration in connection with the Business Combination at a per share value of $10.00 per share,
(vi) 64,000,588 shares of Class A Common Stock underlying the shares of FFIE’s Class B common stock, par value $0.0001 per share
originally issued to FF Top Holding LLC (“FF Top”) as consideration in connection with the Business Combination at a per share
value of $10.00 per share, (vii) 21,263,758 Earnout Shares not currently beneficially owned that Season Smart, FF Top and certain FF executives
have the contingent right to receive pursuant to the Merger Agreement, (viii) 150,322 shares of Class A Common Stock issued to certain
FF executives in satisfaction of deferred compensation owed by FF to such FF executives prior to the closing of the Business Combination,
(ix) 484,856 shares of Class A Common Stock issued to certain FF executives upon such FF executives’ exercise of options, and (x)
the resale of 54,252 shares of Class A Common Stock issued to Chui Tin Mok upon closing of the Business Combination in satisfaction of
his related party note payable. This prospectus also relates to the offer and sale from time to time by the Selling Securityholders of
up to 276,131 warrants (the “Private Warrants”), all of which were included in the private units purchased by our predecessor’s
sponsor and EarlyBirdCapital, Inc. in connection with the initial public offering of PSAC at a price of $10.00 per unit.
The Prospectus and this prospectus
supplement also relate to the offer and sale from time to time by the Selling Securityholders of (i) up to an aggregate of 284,070,555
shares of Class A Common Stock which consists of (i) 276,131 shares of Class A Common Stock that are issuable upon the exercise of the
Private Warrants, (ii) 23,375,988 shares of Class A Common Stock that are issuable upon the exercise of the 23,375,988 warrants (the “Public
Warrants”) originally issued in the initial public offering of PSAC, (iii) 28,431,635 shares of Class A Common Stock issuable upon
exercise of certain warrants issued in a private placement to certain institutional investors pursuant to a Second Amended and Restated
Note Purchase Agreement, dated as of October 9, 2020 (as amended from time to time, the “NPA,” and such warrants, the “ATW
NPA Warrants”), and (iv) 168,429,666 shares of Class A Common Stock issuable upon conversion of certain convertible notes and 63,557,135
shares of Class A Common Stock issuable upon exercise of certain warrants, in each case issued in a private placement to certain institutional
investors pursuant to Securities Purchase Agreement, dated as of August 14, 2022, as amended on September 23, 2022 (the “SPA”),
pursuant to the Joinder and Amendment Agreement to the SPA (the “Joinder”), dated as of September 25, 2022, pursuant to the
Limited Consent and Third Amendment to the SPA (the “Third Amendment”), dated as of October 24, 2022, and pursuant to the
Limited Consent and Amendment to the SPA (the “Fourth Amendment”), dated as of November 8, 2022 (such notes under the SPA
and Joinder, the “SPA Notes”).
This prospectus supplement
should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus.
If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information
in this prospectus supplement.
Our shares of Class A Common
Stock and our Public Warrants are listed on The Nasdaq Stock Market (“Nasdaq”), under the symbols “FFIE” and “FFIEW.” On
January 30, 2023, the closing price of our Class A Common Stock was $0.7901 per share and the closing price of our Public Warrants was
$0.109 per Public Warrant.
See the section entitled
“Risk Factors” beginning on page 13 of the Prospectus and under similar headings in any further amendments or supplements
to the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January
31, 2023.
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):
January 25, 2023
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39395 |
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84-4720320 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
18455 S. Figueroa Street
Gardena, CA |
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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)) |
|
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☐ |
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 |
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The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
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FFIEW |
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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 1.01. Entry into a Material Definitive Agreement.
On January 25, 2023, Faraday Future Intelligent
Electric Inc. (the “Company”) entered into a Limited Consent and Amendment No. 5 (“Amendment No. 5”) with Senyun
International Ltd., an affiliate of Daguan International Limited (“Senyun”), and FF Simplicity Ventures LLC (“FF Simplicity”),
a Delaware limited liability company, as administrative agent and collateral agent, which amends that certain Securities Purchase Agreement,
dated as of August 14, 2022 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured
Promissory Notes, dated as of September 23, 2022, that certain Joinder and Amendment Agreement, dated as of September 25, 2022, that certain
Limited Consent and Third Amendment to Securities Purchase Agreement, dated as of October 24, 2022, that certain Limited Consent, dated
as of November 8, 2022, and that certain Letter Agreement, dated as of December 28, 2022 (the “Existing SPA,” and as further
amended by Amendment No. 5, the “SPA”)). Please refer to the Current Reports on Form 8-K that were filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2022, September 26, 2022, October 25, 2022, November
8, 2022 and December 29, 2022 for a description of the key terms of the Existing SPA, which is incorporated herein by reference.
Pursuant to Amendment No. 5, the Company and Senyun
will use commercially reasonable efforts to enter into a definitive documentation in connection with (i) restructuring of the warrants
held by FF Simplicity and Senyun, including removal of any potential increase in the warrant shares thereunder upon a down round financing,
and (ii) consent for a new junior convertible secured note facility up to $130 million, subject to additional mutually agreeable terms
and conditions being negotiated by the parties. The Company is engaged in active discussions with Senyun and other investors in connection
with such facility to provide funding to facilitate the start of production of the FF 91 Futurist.
Pursuant to Amendment No. 5, the Company shall
use commercially reasonable efforts to file, no later than January 29, 2023, an amendment to its outstanding registration form on Form
S-1 (the “Form S-1/A”) covering 85.5 million shares of the Company’s common stock (the “Common Stock”) underlying
the Company’s notes and warrants held by Senyun, and shall seek effectiveness of such amended Form S-1/A as on or prior to February
10, 2023. The Company shall also use commercially reasonable efforts to file, no later than February 10, 2023, an additional registration
statement on Form S-1 covering the shares of Common Stock underlying all of the Company’s notes and warrants held by Senyun, and
seek effectiveness of such additional Form S-1 as promptly as practicable after the Company’s stockholders approve an increase in
the Company’s authorized shares of Class A Common Stock to 1.69 billion (the “Stockholder Approval”).
Pursuant to Amendment No. 5, Senyun committed
to purchase incremental senior secured convertible notes (the “Additional Notes”) in an initial aggregate principal amount
of $10 million, no later than January 27, 2023. The interest conversion rate for the Additional Notes shall be set at 90% of the volume-weighted
average price (the “VWAP”) on January 17, 2023. After such purchase, Senyun may allocate such payment to satisfy any other
current or future payment obligations owed to the Company on a dollar-for-dollar basis.
In addition, the Company shall honor the conversion
request submitted by Senyun on January 18, 2023, and reserve shares of Common Stock underlying all of the Company’s notes and warrants
held by Senyun as promptly as practicable after obtaining the Stockholder Approval.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated into this Item 3.02
by reference. The offer, sale and issuance of the Additional Notes to Senyun were made in reliance upon the exemption contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
FORWARD LOOKING STATEMENTS
This Current Report on
Form 8-K 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 Current Report on Form 8-K, 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 among
other things, statements regarding the parties’ commitments under Amendment No. 5, including as regards the restructuring of
the warrants held by FF Simplicity and Senyun, the new $130 million junior convertible secured note facility, and the start of
production of the FF 91 Futurist, 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 the actual terms of the definitive documentation on the
restructuring of the warrants held by FF Simplicity and Senyun, whether the Company could successfully sign the agreement for the
new $130 million junior secured note facility and the terms thereof, whether the Company’s Amended Shareholder Agreement with
FF Top Holding LLC complies with Nasdaq listing requirements, the market performance of the Company’s Common Stock; the
Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the
Company’s ability to satisfy the conditions precedent and close on the various financings previously disclosed by the Company
and any future financings, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the
Company’s ability to amend its certificate of incorporation to permit sufficient authorized shares to be issued in connection
with the Company’s existing and contemplated financings; whether the Company and the City of Huanggang could agree on
definitive documents to effectuate the Cooperation Framework Agreement; the Company’s ability to remain in compliance with its
public filing requirements under the Securities Exchange Act of 1934, as amended; the outcome of the SEC investigation relating to
the matters that were the subject of the Special Committee investigation and other litigation involving the Company; 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; potential litigation involving the Company; the result of future financing efforts and
general economic and market conditions impacting demand for the Company’s products; recent cost, headcount and salary
reduction actions may not be sufficient or may not achieve their expected results; and the ability of the Company to attract and
retain directors and employees. 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 registration
statement on Form S-1 filed on December 23, 2022, and 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.
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.
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Faraday Future Intelligent Electric Inc. |
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Date: January 31, 2023 |
By: |
/s/ Yun Han |
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Name: |
Yun Han |
|
Title: |
Interim Chief Financial Officer |
3
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