Amended Current Report Filing (8-k/a)
March 02 2023 - 5:23PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 28, 2023
Faraday Future Intelligent Electric Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39395 |
|
84-4720320 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
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.
Explanatory
Note
This
Current Report on Form 8-K/A is being filed by Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”),
as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange
Commission on March 1, 2023 to announce the preliminary results of the special meeting of stockholders held by the
Company on February 28, 2023 (the “Special Meeting”). This Amendment is being filed to disclose the final voting results
received from the independent inspector of elections for the Special Meeting.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
February 28, 2023, the Company held the Special Meeting. Of the 688,277,478 shares of Company common stock outstanding as of the record
date of January 31, 2023, 480,741,797 shares were represented at the Special Meeting, either in person or by proxy, constituting a quorum.
Based on the certified final voting report provided by the inspector of elections, the Company’s stockholders approved Proposals
1 and 2 at the Special Meeting, as described in the Company’s proxy statement for the Special
Meeting on Schedule 14A, which was filed with the Securities and Exchange Commission on February 3, 2023.
The
proposals voted on and approved by the Company stockholders at the Special Meeting are as set forth below:
Proposal
1
Stockholders
approved, as is required by the applicable rules and regulations of the Nasdaq Stock Market, advances of common stock of the Company
issued or to be issued to YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), pursuant to the Standby
Equity Purchase Agreement, dated November 11, 2022, between the Company and Yorkville, including the issuance of any shares in excess
of 19.99% of the issued and outstanding shares of the Company’s common stock.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
293,349,966 |
|
72,235,726 |
|
391,983 |
|
114,764,122 |
Proposal
2
Stockholders
approved the adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of Class A common stock from 815,000,000 to 1,690,000,000, increasing the total number of authorized shares
of common stock and preferred stock from 900,000,000 to 1,775,000,000.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
404,479,148 |
|
76,036,511 |
|
226,138 |
|
N/A |
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:
March 2, 2023 |
By: |
/s/
Yun Han |
|
Name: |
Yun
Han |
|
Title: |
Interim
Chief Financial Officer |
3
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