Current Report Filing (8-k)
March 09 2023 - 5:25PM
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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):
March 9, 2023
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39395 |
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84-4720320 |
(State or other jurisdiction
of incorporation) |
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(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) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
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) |
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Name of each exchange on which registered |
Class A common stock,
par value $0.0001 per share |
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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 3.02. Unregistered Sales of Equity Securities.
On March 9, 2023, Faraday Future Intelligent
Electric Inc. (the “Company”) commenced a private placement offering to its stockholders that are accredited investors (each,
a “Qualified Participant”) by delivering a letter to these stockholders attached as Exhibit 10.1, inviting them to provide
indications of interest to participate in such private placement. In connection with such private placement, the Company is also in communication
with certain new and existing institutional investors regarding an additional private placement targeting an aggregate investment amount
of up to $50 million.
The securities issuable under these private placements
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private
placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506(c) of Regulation D promulgated
thereunder by the Securities and Exchange Commission (the “SEC”).
The offer and sale of the securities in the private
placements will be made solely to the Qualified Participants and certain other institutional investors. The Company will accept subscriptions
for such securities only from accredited investors who have submitted appropriate supporting documentation verifying their accredited
investor status in accordance with Rule 506(c).
Item 7.01. Regulation FD Disclosure
On March 9, 2023, the Company issued a press release
announcing the commencement of the private placements. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit
99.1 hereto, 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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
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. Important factors, among others, that may affect actual results or
outcomes include whether the Amended Shareholder Agreement between the Company and FF Top Holding LLC, dated as of January 13, 2023, complies
with the listing requirements of The Nasdaq Stock Market LLC; the market performance of the shares 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, the private placements
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 non-binding 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. Additionally, the Company may not enter into definitive documentation
in connection with the private placements. 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 February 13, 2023, 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.
Participant Solicitation
The Company and its directors and executive officers and certain Company
investors and their representatives may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect
of the proposals in the Proxy Statement. Information about the directors and executive officers of the Company, such investors and their
representatives and their ownership is set forth in the Company’s filings with the SEC, including the Proxy Statement. These documents
can be obtained free of charge from the sources specified above.
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.
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FARADAY FUTURE INTELLIGENT ELECTRIC INC. |
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Date: |
March 9, 2023 |
By: |
/s/ Yun Han |
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Name: |
Yun Han |
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Title: |
Interim Chief Financial Officer and
Chief Accounting Officer |
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