Faraday Future deal reshaped in AIxCrypto (NASDAQ: AIXC) 8-K filing

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AIxCrypto Holdings, Inc. describes multiple amended agreements tied to its entrusted investment in Faraday Future Intelligent Electric Inc. (FFAI). The entrusted investment agreement with GOLD KING ARTHUR HOLDING LIMITED and Song Wang was expanded so “FFAI Shares” now cover FFAI preferred stock, loans, debt instruments and convertible notes.

GKA and FFAI amended their securities purchase agreement, raising the subscription amount to $12 million, with $500,000 for FFAI Class A common shares and $11.5 million for Series C Convertible Preferred Stock at a $0.26 per share reference price. FFAI also issued a warrant for 1,000,000 Class A shares and created 11,502 shares of Series C Convertible Preferred Stock, convertible using a stated value of $1,000 per share and a conversion price of $0.26, with an alternative conversion price mechanism.

In connection with these transactions, FFAI entered into a $2,000,000 loan agreement with GKA at 10% interest, funded by AIxCrypto under the entrusted structure, which was later terminated when its principal and interest were applied toward the revised subscription amount.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original Subscription Amount: $10,000,000 Revised Subscription Amount: $12,000,000 Common Stock Allocation: $500,000 +9 more

12 metrics

Original Subscription Amount $10,000,000 Purchase Agreement for FFAI Shares before amendment

Revised Subscription Amount $12,000,000 Amended and Restated Securities Purchase Agreement

Common Stock Allocation $500,000 Portion of subscription for FFAI Class A common shares

Preferred Stock Allocation $11,500,000 Portion of subscription for Series C Convertible Preferred Stock

Conversion Price $0.26 per share Initial conversion price for Series C Convertible Preferred Stock

Series C Shares Designated 11,502 shares Series C Convertible Preferred Stock authorized by certificate of designation

FFAI Common Issued 1,926,337 shares Class A Common Stock issued to GKA at SPA closing

Warrant Shares 1,000,000 shares Class A Common Stock underlying FFAI Warrant at $1.50 exercise price

Loan Amount $2,000,000 Loan from GKA to FFAI at 10% interest, later cancelled into subscription

Ownership Cap 9.99% Maximum beneficial ownership allowed after warrant exercise

Issuance Cap 19.99% Nasdaq Rule 5635(d) cap on total shares issued under SPA and warrant

Alternate Conversion Floor $0.13 per share Lower bound in Alternative Conversion Price for Series C conversion

Key Terms

Entrusted Investment Agreement, Series C Convertible Preferred Stock, True-Up Shares, Alternative Conversion Price, +1 more

5 terms

Entrusted Investment Agreement financial

"the Company entered into an entrusted investment agreement (the “Entrusted Investment Agreement”) with GOLD KING ARTHUR HOLDING LIMITED"

Series C Convertible Preferred Stock financial

"a new series of FFAI’s preferred stock, designated to be Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

True-Up Shares financial

"the Company agreed to issue certain True-Up Shares (as defined in the Purchase Agreement”)"

Alternative Conversion Price financial

"the greater of (A) $0.13, and (B) 100% of the closing price... (the “Alternative Conversion Price”)"

Nasdaq Rule 5635(d) regulatory

"the financial viability exception pursuant to Nasdaq Rule 5635(d) for the issuance of the Securities under the SPA"

Understanding 8-K Material Events →

04/16/2026 - 04:05 PM

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): April 10, 2026

AIxCrypto Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37428	26-3474527
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1990 E. Grand Avenue
El Segundo, CA		90245
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (760) 452-8111

(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
Common Stock, par value $0.001		AIXC		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

Amendments of Entrusted Investment Agreement

As previously disclosed by AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”), in its Current Report on Form 8-K filed with the SEC on February 2, 2026 (the “February 8-K”), the Company entered into an entrusted investment agreement (the “Entrusted Investment Agreement”) with GOLD KING ARTHUR HOLDING LIMITED (“GKA”) and Song Wang (“Song”), under which the Company entrusted to GKA to manage an investment of shares (“FFAI Shares”) of Class A common stock, par value $0.0001 per share (“FFAI Class A Common Stock”), of Faraday Future Intelligent Electric Inc. (“FFAI”), a Delaware corporation with its FFAI Class A Common Stock traded on The Nasdaq Stock Market LLC (“Nasdaq”). Such management would include the potential purchase, holding, tokenization and disposition of the FFAI Shares.

On April 10, 2026, the Company, GKA, and Song entered into the first amendment to the entrusted investment agreement (the “First Entrusted Investment Amendment Agreement”), pursuant to which, the Company, GKA, and Song agreed to amend certain terms of the Entrusted Investment Agreement, including but not limited to, the amendment of the definition of the term “FFAI Shares” to include any series of preferred stock of FFAI, the deletion of Section 6 of the Entrusted Investment Agreement providing for a share charge on the shares of GKA held by Song, and the carving out of all equity interests in GKA held by Song from the call option under Section 7.1 of the Entrusted Investment Agreement. On the same day, the Company further entered into the second amendment to the entrusted agreement (the “Second Entrustment Investment Amendment Agreement”), pursuant to which, the Company, GKA, and Song agreed to further amend the definition of the term “FFAI Shares” in the Entrusted Investment Agreement, to additionally include loans, debt instruments, or convertible promissory notes issued by FFAI. Apart from the amendments to the Entrusted Investment Agreement as set out in the First Entrusted Investment Amendment Agreement and Second Entrustment Investment Amendment Agreement, the Entrusted Investment Agreement shall continue to be in full force and effect.

Amendment of Securities Purchase Agreement Relating to Faraday Future Intelligent Electric Inc. Shares

As previously disclosed in on the February 8-K, pursuant to the Entrusted Investment Agreement, on January 30, 2026, GKA and FFAI entered into a securities purchase agreement (the “Purchase Agreement”), for the purchase of FFAI Shares at an aggregate consideration of $10,000,000 (the “Subscription Amount”). Pursuant to the Purchase Agreement, the Company agreed to issue certain True-Up Shares (as defined in the Purchase Agreement”) to the Investor in the event of a Dilutive Issuance (as defined in the Purchase Agreement, and such issuance, the “True-Up Issuance”).

On April 14, 2026 (the “Signing Date”), GKA and FFAI entered into an Amended and Restated Securities Purchase Agreement (the “A&R Purchase Agreement”, and collectively with Purchase Agreement, the “SPA”). Pursuant to the SPA, the Subscription Amount was increased to $12 million, $500,000 of which would be used to purchase shares of Class A Common Stock, par value $0.0001 per share (the “Common Shares”) of FFAI, and $11.5 million of which would be used to be purchase a new series of FFAI’s preferred stock, designated to be Series C Convertible Preferred Stock, par value $0.0001 per share, of FFAI (the “Series C Convertible Preferred Stock”, and together with the Common Shares, the “Subject Shares”). The Per Share Purchase Price (as defined in the Purchase Agreement) was revised to $0.26, which is 100% of the average closing price of FFAI’s Class A Common Stock on the Nasdaq Capital Market for the ten (10) Trading Day period immediately prior to the Signing Date (the “Amended Price”). In addition, FFAI’s obligation to issue, and GKA’s right to receive, True-Up Shares was eliminated in its entirety, in consideration of which, FFAI agreed to issue at the closing of the transaction contemplated by the SPA a common stock purchase warrant (the “FFAI Warrant” and collectively with the Subject Shares, the “Securities”), exercisable for an aggregate of 1,000,000 shares of Class A Common Stock.

In connection with the SPA, on April 15, 2026, FFAI filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”) to designate 11,502 shares of the Company’s authorized and unissued preferred stock as Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock will be convertible immediately after issuance. The number of shares of Class A Common Stock issuable upon conversion of each Series C Convertible Preferred Stock shall be determined by dividing (x) the stated value of $1,000 of such Series C Convertible Preferred Stock by (y) the conversion price of $0.26 (the “Conversion Formula”), subject to certain adjustments set forth in the Certificate of Designation. In addition, at any time, at the option of the holder of the Series C Convertible Preferred Stock, the holder may voluntarily convert all or part of the Series C Convertible Preferred Stock at the price equal to the lower of (i) the applicable conversion price then in effect and (ii) the greater of (A) $0.13, and (B) 100% of the closing price of the Class A Common Stock of the trading day immediately preceding the delivery of applicable conversion notice (the “Alternative Conversion Price”), indicating that the holder elects to convert all of part of the Series C Convertible Preferred Stock by way of an alternate conversion (the “Alternate Conversion”). The number of shares of Class A Common Stock issuable upon an Alternate Conversion shall be determined by dividing (x) the stated value of $1,000 of such Series C Convertible Preferred Stock by (y) the Alternative Conversion Price.

The transaction contemplated by the SPA closed on April 15, 2026 and FFAI issued 1,926,337 Class A Common Stock, 11,502 shares of Series C Convertible Preferred Stock and the FFAI Warrant to GKA on the same day.

FFAI Warrant

The FFAI Warrant has a term of four years from the issuance date and is exercisable immediately after completion of delivery of the 500^th FX Super One vehicle to customers by FFAI, at an exercise price of $1.50 per share. The exercise price of the FFAI Warrant is also subject to customary adjustments for stock dividends, stock splits and other subdivisions, combinations and re-classifications. GKA will not have the right to exercise any portion of the FFAI Warrant to the extent that, after giving effect to such exercise, GKA (together with certain related parties) would beneficially own in excess of 9.99% of total number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise.

At any time before FFAI obtains stockholder approval in connection with the transaction contemplated under the SPA, or the financial viability exception pursuant to Nasdaq Rule 5635(d) for the issuance of the Securities under the SPA, FFAI may not issue upon exercise of the FFAI Warrant a number of shares of Class A Common Stock (the “Warrant Shares”), which, when aggregated with the Subject Shares issued pursuant to the SPA, and the shares issued upon conversion of the Convertible Preferred Stock, if any, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, exceed the 19.99% of the total outstanding Class A Common Stock of FFAI as of the date of the Purchase Agreement.

Loan Agreement and Termination of Loan Agreement

In connection with the SPA, on April 10, 2026, FFAI entered into a loan agreement (the “Loan Agreement”) with GKA, pursuant to which, the FFAI borrowed, and GKA lent FFAI an aggregate of $2,000,000 with the interest accruing at a rate of 10% per annum (the “Loan Amount”). The Loan Amount was provided by the Company to GKA pursuant to Section 3 of the Entrusted Investment Agreement, as amended, and GKA lent the Loan Amount to FFAI as the Company’s fiduciary. The loan matures on the day that is immediately prior to the 1 year anniversary of the date on which the Loan Amount was paid to the Company and is unsecured. Section 8 of the Loan Agreement also provides GKA the right to convert all or part of its Loan Amount into the Subscription Amount (as defined in the SPA) pursuant to the Purchase Agreement.

The Loan Agreement contains customary representations, warranties and affirmative and negative covenants. In addition, the Loan Agreement contains customary events of default that entitle GKA to cause FFAI’s indebtedness under the Loan Agreement to become immediately due and payable. Under the Loan Agreement, an event of default will occur if, among other things, FFAI fails to make payments under the Loan Agreement, material breaches by FFAI of any of the provisions under the Loan Agreement, and FFAI entering into bankruptcy proceedings or other legal proceedings.

Section 2.1(b) of the SPA provides that GKA and FFAI recognize that Subscription Amount payable by GKA is funded in part by the immediate cancellation and extinguishment of all outstanding principal and accrued interest under the Loan Agreement. Accordingly, pursuant to Section 2.1(b) of the SPA and Section 8 of the Loan Agreement, on April 14, 2026, upon the execution of the A&R Purchase Agreement, the Loan Agreement was deemed terminated in its entirety and of no further force or effect.

The foregoing descriptions of the Entrusted Investment Agreement, the First Entrusted Investment Amendment Agreement, the Second Entrusted Investment Amendment Agreement, the Purchase Agreement, the A&R Purchase Agreement, the Loan Agreement and the FFAI Warrant do not purport to be complete and are qualified in its entirety by reference to the full text of the Entrusted Investment Agreement and the Purchase Agreement, which were filed as Exhibit 10.2 and 10.3 to the February 8-K, respectively, and incorporated herein by reference, and the full text of the First Entrusted Investment Amendment Agreement, the Second Entrusted Investment Amendment Agreement, the A&R Purchase Agreement, the Loan Agreement and the FFAI Warrant which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Common Stock Purchase Warrant issued by FARADAY FUTURE INTELLIGENT ELECTRIC INC., dated April 15, 2026.
10.1		First Amendment to the Entrusted Investment Agreement, dated April 10, 2026, by and between AIxCrypto Holdings, Inc., GOLD KING ARTHUR HOLDING LIMITED and Song Wang.
10.2		Second Amendment to the Entrusted Investment Agreement, dated April 10, 2026, by and between AIxCrypto Holdings, Inc., GOLD KING ARTHUR HOLDING LIMITED and Song Wang.
10.3*		A&R Purchase Agreement, dated April 14, 2026, by and between FARADAY FUTURE INTELLIGENT ELECTRIC INC. and GOLD KING ARTHUR HOLDING LIMITED.
10.4		Loan Agreement, dated April 10, 2026, by and between FARADAY FUTURE INTELLIGENT ELECTRIC INC. and GOLD KING ARTHUR HOLDING LIMITED.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

	AIxCrypto Holdings, Inc.

Date: April 16, 2026	By:	/s/ Koti Meka
	Name:	Koti Meka
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What material agreements did AIxCrypto Holdings (AIXC) report in this 8-K?

AIxCrypto reported amendments to its entrusted investment agreement with GOLD KING ARTHUR HOLDING LIMITED and Song Wang, an amended and restated FFAI securities purchase agreement, a new common stock purchase warrant, and a related $2,000,000 loan agreement that was later terminated and applied to the subscription.

How much is being invested in Faraday Future under the amended securities purchase agreement?

The amended and restated securities purchase agreement sets a total subscription amount of $12 million, with $500,000 allocated to Class A common stock and $11.5 million to Series C Convertible Preferred Stock of Faraday Future, replacing the prior $10,000,000 purchase structure disclosed earlier.

What are the key terms of Faraday Future’s Series C Convertible Preferred Stock?

The Series C Convertible Preferred Stock has a stated value of $1,000 per share and an initial conversion price of $0.26, with 11,502 shares designated. It is immediately convertible and also allows an alternate conversion using the higher of $0.13 and 100% of the preceding trading day’s closing price.

What are the main features of the FFAI warrant issued to GOLD KING ARTHUR?

Faraday Future issued a common stock purchase warrant exercisable for 1,000,000 Class A shares at $1.50 per share for four years. Exercise begins after delivery of the 500th FX Super One vehicle and is limited by a 9.99% beneficial ownership cap and a 19.99% Nasdaq Rule 5635(d) issuance threshold.

How does the $2,000,000 loan relate to AIxCrypto’s Faraday Future investment?

Faraday Future borrowed $2,000,000 from GOLD KING ARTHUR at 10% interest under a loan agreement funded by AIxCrypto via the entrusted investment structure. When the amended securities purchase agreement was executed, this loan was cancelled and its principal and interest applied toward the $12 million subscription.

How was the definition of “FFAI Shares” changed in AIxCrypto’s entrusted investment agreement?

The entrusted investment agreement was amended so “FFAI Shares” now include not only FFAI Class A common stock but also any FFAI preferred stock, plus loans, debt instruments, or convertible promissory notes issued by Faraday Future, broadening the types of securities that can be managed under the arrangement.

Filing Exhibits & Attachments

8 documents