Item 1.01. Entry into a Material Definitive Agreement.
On March 23, 2023, Faraday Future
Intelligent Electric Inc. (the “Company”) entered into that certain Amendment No. 7 to Securities Purchase Agreement (“Amendment
No. 7”) with FF Simplicity Ventures LLC (“FF Simplicity”), a Delaware limited liability company, as administrative agent,
collateral agent and purchaser, Senyun International Ltd. (“Senyun”), as purchaser, and FF Prosperity Ventures LLC (“FF
Prosperity”), a Delaware limited liability company, as purchaser, 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, that certain Letter Agreement, dated as of December 28, 2022, that certain Limited Consent and Amendment No. 5, dated
as of January 25, 2023, and that certain Amendment No. 6, dated as of February 3, 2023 (the “Existing SPA” and, as further
amended by Amendment No. 7, 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, December 29, 2022, January 31, 2023 and February 6, 2023 for a description of the key terms of the Existing SPA, which is incorporated
herein by reference.
Pursuant to Amendment No.
7, the Company, Senyun, FF Prosperity and FF Simplicity agreed to amend the funding timeline of certain Tranche C Notes (as defined in
the SPA), and FF Simplicity agreed to purchase additional Tranche B Notes (as defined in the SPA) in accordance with Section 2.1(f) of
the SPA.
Under the amended funding timeline, (i) Senyun agreed to purchase (a)
$10.0 million in principal amount of Tranche C Notes (amended to include an additional original issue discount of four percent (4%), which
additional original issue discount shall not impact the Interest Make-Whole Amount in such Tranche C Notes) no later than one business
day (amended from five business days) after the effectiveness of the Company’s registration statement on Form S-1 (File No. 333-269729)
(the “Registration Statement”) and receipt of Shareholder Approval (as defined in the SPA) (for which the Company filed a
definitive proxy statement on March 2, 2023 for a special meeting of stockholders to be held on March 30, 2023), subject to the filing
by the Company of a current report on Form 8-K disclosing the Shareholder Approval, and (b) $15.0 million in principal amount of Tranche
C Notes no later than five business days after the effectiveness of the Registration Statement and receipt of Shareholder Approval (for
which the Company filed a definitive proxy statement on March 2, 2023 for a special meeting of stockholders to be held on March 30, 2023),
and (ii) FF Prosperity agreed to purchase the remaining aggregate principal amount of the Tranche C Notes equal to 50% of FF Prosperity’s
commitment in respect of Tranche C Notes (amended to include an additional original issue discount of four percent (4%), which additional
original issue discount shall not impact the Interest Make-Whole Amount in such Tranche C Notes) no later than one business day (amended
from five business days) after the effectiveness of the Registration Statement and receipt of Shareholder Approval (for which the Company
filed a definitive proxy statement on March 2, 2023 for a special meeting of stockholders to be held on March 30, 2023), subject to the
filing by the Company of a current report on Form 8-K disclosing the Shareholder Approval.
Pursuant to Amendment No. 7 and in accordance with Section 2.1(f) of
the SPA, FF Simplicity further agreed to purchase, on or prior to March 27, 2023, $5.0 million in principal amount of Tranche B Notes
subject to an additional original issue discount of six percent (6%) (which additional original issue discount shall not impact the Interest
Make-Whole Amount in such Tranche B Notes). Such notes were originally permitted to be purchased on or prior to April 21, 2023.
The Company also agreed to
reimburse each of Senyun and FF Simplicity up to $20,000 each for reasonable and documented out-of-pocket legal expenses incurred in connection
with Amendment No. 7.