Item 1.01. Entry into a Material Definitive
Agreement.
Amendment No. 8 to Securities Purchase Agreement & Amendment to
ATW Notes and Warrants
On May 8, 2023, Faraday Future Intelligent Electric Inc. (the “Company”)
entered into that certain Amendment No. 8 to Securities Purchase Agreement (“Amendment No. 8”) with Senyun International Ltd.
(“Senyun”), as purchaser, and, on May 9, 2023, the Company entered into that certain Amendment to ATW Notes and Warrants (“ATW
Amendment”) with FF Simplicity Ventures LLC (“FF Simplicity”) and FF Prosperity Ventures LLC (“FF Prosperity”
and, together with FF Simplicity, the “ATW Parties”), as purchasers, each of 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, that certain Amendment No. 6, dated as of February 3, 2023, and that certain Amendment
No. 7, dated as of March 23, 2023 (the “Existing Secured SPA” and, as further amended by Amendment No. 8, the “Secured
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,
February 6, 2023 and March 23, 2023 for a description of the key terms of the Existing Secured SPA, which is incorporated herein by reference.
References to “Secured SPA Notes” and “Secured SPA Warrants” refer to the convertible notes issued pursuant to
the Secured SPA and the accompanying warrants, respectively.
Pursuant to Amendment No. 8, Senyun acknowledged
that they have no “most favored nations” right to amend their outstanding Secured SPA Notes, or to any downward adjustment
to the conversion price of the Secured SPA Notes or downward adjustment to the exercise price of the Secured SPA Warrants, each in connection
with the unsecured promissory notes and related warrants contemplated by the Unsecured SPA (defined and described below) or the transactions
contemplated by a stock purchase agreement to be entered into between the Company and certain of its employees (the “Employee Share
Purchase Program”). Senyun also waived its right to participate in future financings in connection with the Unsecured SPA and the
Employee Share Purchase Program and consented and agreed to the Company entering into the Employee Share Purchase Program and all transactions
contemplated under the Unsecured SPA.
Additionally, pursuant to Amendment No. 8, the Company and Senyun agreed
to the following amendments to all outstanding and issuable Secured SPA Notes of Senyun: (i) the definition of Floor Price (as defined
in each such Secured SPA Note), was amended from $0.21 to $0.10; (ii) such Secured SPA Notes were amended such that interest on the Secured
SPA Notes, originally required to be paid on the aggregate unconverted and then outstanding principal amount of each Secured SPA Note
quarterly on January 1, April 1, July 1 or October 1, was amended to be paid upon conversion of principal of the Secured SPA Notes; (iii)
the conversion price for the Secured SPA Notes was amended from $1.05 to $0.8925, subject to adjustment as set forth in the Secured SPA
Notes; and (iv) the exercise price for the Secured SPA Warrants was amended from $1.05 to $0.8925, subject to adjustment as set forth
in the Secured SPA Warrants.
Pursuant to the ATW Amendment,
the Company and the ATW Parties agreed to the following amendments to all outstanding and issuable Secured SPA Notes of the ATW Parties:
(i) the definition of Floor Price (as defined in each such Secured SPA Note), was amended from $0.21 to $0.10 (or, if lower, the floor
price of the Unsecured SPA Notes (as defined below)); (ii) such Secured SPA Notes were amended such that interest on the Secured SPA Notes,
originally required to be paid on the aggregate unconverted and then outstanding principal amount of each Secured SPA Note quarterly on
January 1, April 1, July 1 or October 1, was amended such that no interest payment date is to occur until the maturity date of such Secured
SPA Note, except that any accrued and unpaid interest under such Secured SPA Note shall be payable upon any redemption or conversion of
such Secured SPA Note; (iii) the conversion price for the Secured SPA Notes was amended from $1.05 to $0.8925, subject to adjustment as
set forth in the Secured SPA Notes; (iv) the exercise price for the Secured SPA Warrants was amended from $1.05 to $0.8925, subject to
adjustment as set forth in the Secured SPA Warrants.
Additionally, pursuant to
the ATW Amendment, the Company and the ATW Parties agreed to amend all outstanding and issuable Secured SPA Notes and Secured SPA Warrants
of the ATW Parties such that the definition of “Excluded Stock” includes up to $12.0 million in restricted shares of Common
Stock to employees, officers or directors of the Company for services rendered to the Company. Issuances of “Excluded Stock”
do not trigger anti-dilution rights of the ATW Parties under their Secured SPA Notes or Secured SPA Warrants.
The foregoing descriptions of Amendment No. 8 and the ATW Amendment
are summaries and do not purport to be complete and are qualified in their entirety by reference to the full texts of Amendment No. 8
and the ATW Amendment filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Unsecured Securities Purchase Agreement
On May 8, 2023, the Company
entered into a Securities Purchase Agreement (the “Unsecured SPA”) with Metaverse Horizon Limited and V W Investment Holding
Limited, as purchasers (collectively with additional purchasers from time to time party thereto, the “Unsecured SPA Purchasers”),
to issue and sell, subject to the satisfaction of certain closing conditions (as described further below), $100.0 million aggregate principal
amount of the Company’s senior unsecured convertible promissory notes (the “Unsecured SPA Notes”), with (i) $15.0 million
in the aggregate to be funded at the first closings within five business days after satisfaction of certain conditions (the “First
Closings”); (ii) $15.0 million in the aggregate to be funded within fifteen business days after each respective First Closing (the
“Second Closings”); (iii) $15.0 million in the aggregate to be funded within fifteen business days after each respective Second
Closing (the “Third Closings”); (iv) $5.0 million to be funded within fifteen business days after one of the Third Closings;
(v) $10.0 million to be funded within fifteen days after satisfaction of certain conditions (the “Fourth Closing”); (vi) $10.0
million to be funded within fifteen days after the Fourth Closing (the “Fifth Closing”); (vii) $10.0 million to be funded
within fifteen days after the Fifth Closing (the “Sixth Closing”); (viii) $10.0 million to be funded within fifteen days after
the Sixth Closing (the “Seventh Closing”); and (ix) $10.0 million to be funded within fifteen days after the Seventh Closing.
Each Unsecured SPA Purchaser will also have the right to invest an additional 50% in the Company on terms and conditions substantially
identical to the funded Unsecured SPA Note upon at least ten business days’ prior notice. In connection with the Unsecured SPA,
the Company entered into equity commitment letters with each of FF Global Partners Investment LLC (formerly known as FF Top Holdings LLC)
(“FF Global”), the largest stockholder of the Company who also has a number of designees on the Company’s board of directors,
and Mr. Lijun Jin to support the obligations of the Unsecured SPA Purchasers under the Unsecured SPA subject to the limitations set forth
therein (the “Equity Commitment Letters”). In the event of a breach by FF Global and/or Mr. Jin of their obligations under
their equity commitment letters with the Company, the Company may not be able to recover the damages caused by such breach(es) from FF
Global due to the nature of their assets, including the fact that many of Mr. Jin’s assets are not located in the United States
and FF Global’s only assets are shares of the Company’s Class B common stock, a note payable from the Company, and a capital
commitment from an investor with terms not disclosed to the Company or third party beneficiary rights in favor of the Company.
The Unsecured SPA Notes are subject to an original
issue discount of 10%, and are convertible into shares of Class A Common Stock of the Company, par value $0.0001 per share (“Common
Stock”), at a conversion price equal to $0.8925, plus an interest make-whole amount as set forth in the Unsecured SPA Notes, subject
to certain adjustments including full ratchet anti-dilution price protection. The shares of Common Stock issuable upon conversion of the
Unsecured SPA Notes are not transferable for 30 days after the applicable last closing under such Unsecured SPA Note without the prior
written consent of the Company (which consent shall not be unreasonably withheld). Any Unsecured SPA Purchaser may postpone or cancel
any closing pursuant to the Unsecured SPA in its reasonable discretion if it reasonably determines, based on public information, that
the first phase of the Company’s three-phase delivery plan as disclosed in public filings has not begun or will not begin prior
to May 31, 2023 and/or the second phase of such delivery plan has not begun or will not begin prior to June 30, 2023, in each case within
15 calendar days of such deadline.
Each Unsecured SPA Note matures on the date that is six years after
the date of the applicable last closing under such Unsecured SPA Note. The Unsecured SPA Notes accrue interest at 10% per annum, payable
on each conversion date and the maturity date in cash, Common Stock, or a combination thereof, provided that, subject to certain conditions
set forth in the Unsecured SPA Notes, the Company may elect to pay such interest in Common Stock at a rate equal to 15% per annum with
respect to the portion of such payment made in Common Stock. The Company may, from time to time, prepay the principal amount owing under
the Unsecured SPA Notes, subject to the same prepayment premium percentage for the notes issued under the Secured SPA, so long as (i)
the Company provides at least 15 business days’ prior written notice to the applicable Unsecured SPA Purchasers of such prepayment
and delivers to the Unsecured SPA Purchasers an appropriately completed payment notification, (ii) the Company accompanies such prepayment
with the payment of any interest make-whole amount as set forth in the Unsecured SPA Notes, (iii) certain conditions set forth in the
Unsecured SPA Notes are met during each business day of the 15-business day notice period, and (iv) the Company waives the restriction
on transfer of the relevant Unsecured SPA Notes.
Under the Unsecured SPA Notes, at each closing,
the Unsecured SPA Purchaser is entitled to receive a warrant (an “Unsecured SPA Warrant”) registered in the name of such Unsecured
SPA Purchaser to purchase up to a number of shares of Common Stock equal to 33% of such shares issuable to such Unsecured SPA Purchaser
upon conversion of the aggregate principal amount under the Unsecured SPA Note funded at such closing, with an exercise price equal to
$0.8925 per share, subject to full ratchet anti-dilution protection and other adjustments, and are exercisable for seven (7) years on
a cash or cashless basis.
In addition, under the Unsecured SPA Notes, the
funding of each closing under the Unsecured SPA Notes is subject to the satisfaction of the following closing conditions: (a) (i) an effective
registration statement with respect to the shares of Common Stock issuable upon exercise of the Unsecured SPA Warrants and the shares
of Common Stock issued and issuable pursuant to the terms of the Unsecured SPA Notes (including, without limitation, shares of Common
Stock issued and issuable in lieu of the cash payment of interest on the Unsecured SPA Notes in accordance with the terms thereof) (collectively,
the “Underlying Shares”) for such closing and each previous closing in the aggregate and (ii) with respect to any closing
the Underlying Shares of which, together with the Underlying Shares of all previous closings, exceed the unissued shares of Common Stock
reserved for issuance as Underlying Shares (the “Reserved Shares”), receipt by the Company of Stockholder Approval (as defined
below) (and the filing of an amendment to the Company’s certificate of incorporation to reflect the Stockholder Approval to the
extent needed); (b) solely with respect to the first closing under such Unsecured SPA Note, the Company’s receipt of bank statements
showing source(s) of funding with respect to the relevant Unsecured SPA Purchaser’s funding obligations under such Unsecured SPA
Note that are reasonably satisfactory to the Company; and (c) a minimum volume weighted average price (VWAP) of the Common Stock equal
to no less than $0.10 during the five (5) trading days prior to such closing.
Each Unsecured SPA Purchaser has the option, from
time to time for 12 months after the date of the Unsecured SPA, to purchase additional convertible senior unsecured notes and warrants
on the same terms as the Unsecured SPA Notes in an aggregate amount not to exceed 50% (or with the prior written consent of the Company,
100%) of the initial principal amount of the Unsecured SPA Notes issued to such Unsecured SPA Purchaser, subject to certain conditions.
Additionally, from the date of the Unsecured SPA until the date that is the five-year anniversary of the date of the Unsecured SPA, upon
any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness
or a combination of units thereof (subject to certain exceptions set forth in the Unsecured SPA) or an issuance of Common Stock or Common
Stock equivalents under Section 4.25 of the Secured SPA (each, a “Subsequent Financing”), each Unsecured SPA Purchaser that
then owns at least $20.0 million principal amount of Unsecured SPA Notes (when aggregated with any affiliates of such Unsecured SPA Purchaser)
shall each have the right to participate in up to an amount of the Subsequent Financing such that such Unsecured SPA Purchaser’s
ownership of the Company remains the same immediately following such Subsequent Financing as its ownership immediately prior to such Subsequent
Financing, pursuant to the procedures outlined in the Unsecured SPA.
Pursuant to the Unsecured SPA, the Company is required to use its reasonable
best efforts to hold (a) one special meeting of stockholders to obtain stockholder approval to authorize the entirety of the excess of
the Underlying Shares over the Reserved Shares for issuance and for purposes of Nasdaq Listing Rule 5635 to the extent needed (the “Authorized
Share Increase Approval”) as promptly as practical under the circumstances after the date of the Unsecured SPA and prior to the
date that is 60 days following the date of the Unsecured SPA, and (b) a separate special meeting of stockholders (which may also be at
the annual meeting of stockholders) to obtain stockholder approval, as is required by the Nasdaq listing rules, with respect to the issuance
of any shares of Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock upon conversion of the Unsecured
SPA Notes and exercise of the Unsecured SPA Warrants being issued to the Unsecured SPA Purchasers pursuant to the Unsecured SPA (the “Nasdaq
Approval” and, together with the Authorized Share Increase Approval, the “Stockholder Approval”). The Company shall
use its reasonable best efforts to obtain such Stockholder Approval, including, if such Stockholder Approval is not obtained, seeking
Stockholder Approval at a new special meeting of stockholders and at each annual meeting of stockholders until the Unsecured SPA Notes
are no longer outstanding. Pursuant to the Unsecured SPA, FF Global irrevocably agreed to take reasonable efforts to vote in favor of
the Stockholder Approval. After the Authorized Share Increase Approval is obtained, the Company is required to file an amendment to its
certificate of incorporation to reflect the increase in authorized shares within ten (10) business days after the Authorized Share Increase
Approval is obtained. Additionally, if, on any date, it is determined that the number of authorized but unissued (and otherwise unreserved)
shares of Common Stock is less than the “Required Minimum” (defined in the Unsecured SPA as the maximum aggregate number of
shares of Common Stock then issued or potentially issuable in the future pursuant to the Unsecured SPA, including any Underlying Shares
issuable upon exercise in full of all Unsecured SPA Warrants or conversion in full of all Unsecured SPA Notes (including Underlying Shares
issuable as payment of interest on the Notes), ignoring any conversion or exercise limits set forth therein) on such date, then the Company
will be required to use its reasonable best efforts to hold two special meetings of stockholders (which may also be at the annual meeting
of stockholders) to obtain approval to amend the Company’s certificate of incorporation to increase the number of authorized but
unissued shares of Common Stock to at least the Required Minimum. The first such meeting must be held as soon as possible and in any event
not later than the 120th day after such determination date. If the required stockholder approval is not obtained at the first meeting,
then the second such meeting must be held not later than the 120th day after the first such meeting. If the required stockholder approval
is not obtained at either meeting, the Company will be required to use its reasonable best efforts to seek such approval at each subsequent
annual meeting of stockholders until such approval is obtained.
The Company is required to use its reasonable best
efforts to efforts (i) to file, on or prior to May 31, 2023, a registration statement providing for the resale by the Unsecured SPA Purchasers
of the Reserved Shares (the “First Registration Statement”); and (ii) to file, on or prior to the date that is 30 days following
the Company’s receipt of Stockholder Approval (and the filing of an amendment to the certificate of incorporation of the Company
to reflect such increased in authorized shares of Common Stock), a registration statement providing for the resale by the Unsecured SPA
Purchasers of all the remaining shares issuable pursuant to the financing documents (the “Second Registration Statement” and,
together with the First Registration Statement, the “Registration Statements”). The Company is also required to use reasonable
best efforts (i) to cause the First Registration Statement to become effective within 90 days following the date of the Unsecured SPA;
(ii) to cause the Second Registration Statement to become effective within 90 days following the Company’s filing thereof; and (iii)
to keep each Registration Statement effective at all times until no Unsecured SPA Purchaser owns any Unsecured SPA Notes, Unsecured SPA
Warrants, or shares of Common Stock issuable upon exercise or conversion thereof.
The foregoing description of the Unsecured SPA, the Unsecured SPA Notes,
the Unsecured SPA Warrants and the Equity Commitment Letters is a summary and does not purport to be complete and is qualified in its
entirety by reference to the full text of Unsecured SPA, the Form of Unsecured Convertible Senior Promissory Note, the Equity Commitment
Letters and the Form of Common Stock Purchase Warrant filed as Exhibits 10.3, 10.4, 10.5, 10.6 and 4.1, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.