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:
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).
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. ☐
The unaudited pro forma financial information of the Company giving
effect to the transactions contemplated by the Transaction Agreement as of and for the six months ended June 30, 2026 and the year ended
December 31, 2025 are attached as Exhibit 99.1 and are incorporated by reference herein.
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.
Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
Faraday Future Intelligent Electric Inc.
Robotics Business Reorganization and Related Financing
On October 23, 2026, Faraday Future Intelligent Electric Inc. (the
“Company” or “FFAI”), through its subsidiaries, completed the transfer of its robotics business (the “Robotics
Business”) to FF EAI Robotics Ecosystem Inc. (“FFR”), formerly AIxCrypto Holdings, Inc., pursuant to the Transaction
Agreement dated October 12, 2026 (the “Reorganization”). In connection with the Reorganization, FFR entered into a securities
purchase agreement with two investors for an aggregate $10.0 million private investment in public equity financing (the “PIPE Financing”
and, together with the Reorganization, the “Transactions”).
FFR was controlled by the Company before the Reorganization and remains
a consolidated subsidiary following the Transactions. The Robotics Business is held indirectly through FFR following the Reorganization.
The Transactions change the interests attributable to the Company and noncontrolling shareholders without a loss of control.
The accompanying unaudited pro forma condensed consolidated balance
sheet gives effect to the Transactions as if they occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements
of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to the Transactions as if they occurred
on January 1, 2025.
The unaudited pro forma condensed consolidated financial information
is presented in accordance with Article 11 of Regulation S-X and U.S. generally accepted accounting principles (“U.S. GAAP”).
It should be read together with the Company’s consolidated financial statements and related notes for the year ended December 31,
2025 and the six months ended June 30, 2026.
The pro forma financial information is presented for illustrative purposes
and does not necessarily reflect the financial position or results of operations that would have occurred had the Transactions been completed
on the dates indicated, or the Company’s future financial position or results of operations. No management adjustments for anticipated
synergies, cost savings or other operating improvements are included.
Faraday Future Intelligent Electric Inc. | 1
Unaudited Pro Forma Condensed Consolidated Balance Sheet
June 30, 2026 (Dollars in thousands)
| | |
FFAI
Historical | | |
Subsequent
Events
(a) | | |
Robotics
Disposal
(b) | | |
FFR
Consolidation
(c) | | |
PIPE
(d) | | |
Ownership
Allocation
(e) | | |
Pro Forma | |
| Cash and cash equivalents | |
| 11,196 | | |
| 6,796 | | |
| (6,895 | ) | |
| 6,895 | | |
| 10,000 | | |
| — | | |
| 27,992 | |
| Restricted cash, current | |
| 12,537 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 12,537 | |
| Accounts receivable, net | |
| 400 | | |
| — | | |
| (192 | ) | |
| 192 | | |
| — | | |
| — | | |
| 400 | |
| Digital assets | |
| 5,213 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,213 | |
| Deposits | |
| 13,368 | | |
| — | | |
| (437 | ) | |
| 437 | | |
| — | | |
| — | | |
| 13,368 | |
| Inventory | |
| 3,185 | | |
| — | | |
| (1,775 | ) | |
| 1,775 | | |
| — | | |
| — | | |
| 3,185 | |
| Other current assets | |
| 6,241 | | |
| — | | |
| (453 | ) | |
| 453 | | |
| — | | |
| — | | |
| 6,241 | |
| Total current assets | |
| 52,140 | | |
| 6,796 | | |
| (9,753 | ) | |
| 9,753 | | |
| 10,000 | | |
| — | | |
| 68,936 | |
| Property and equipment, net | |
| 140,026 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 140,026 | |
| Restricted cash, non-current | |
| 30,152 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 30,152 | |
| Operating lease right-of-use assets | |
| 14,784 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 14,784 | |
| Intangible assets, net | |
| 554 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 554 | |
| Goodwill | |
| 23,692 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 23,692 | |
| Other non-current assets | |
| 18,454 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 18,454 | |
| Total assets | |
| 279,802 | | |
| 6,796 | | |
| (9,753 | ) | |
| 9,753 | | |
| 10,000 | | |
| — | | |
| 296,598 | |
| Accounts payable | |
| 49,444 | | |
| (130 | ) | |
| (1,289 | ) | |
| 1,289 | | |
| — | | |
| — | | |
| 49,314 | |
| Accrued expenses and other current liabilities | |
| 41,422 | | |
| (1,362 | ) | |
| (550 | ) | |
| 550 | | |
| — | | |
| — | | |
| 40,060 | |
| Related party accrued expenses | |
| 12,669 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 12,669 | |
| Warrant liability | |
| 768 | | |
| (2 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 766 | |
| Related party accrued interest | |
| 18 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 18 | |
| Other financing liabilities, current | |
| 1,063 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,063 | |
| Operating leases, current | |
| 864 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 864 | |
| Related party notes payable, current | |
| 1,696 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,696 | |
| Notes payable, current | |
| 27,977 | | |
| (1,025 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 26,952 | |
| Total current liabilities | |
| 135,921 | | |
| (2,519 | ) | |
| (1,838 | ) | |
| 1,838 | | |
| — | | |
| — | | |
| 133,402 | |
| Other financing liabilities, non-current | |
| 48,587 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 48,587 | |
| Operating leases, non-current | |
| 12,383 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 12,383 | |
| Other liabilities, non-current | |
| 1,249 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,249 | |
| Related party notes payable, non-current | |
| 2,505 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,505 | |
| Notes payable, non-current | |
| 71,951 | | |
| (8,660 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 63,291 | |
| Related party derivative call option | |
| 980 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 980 | |
| Derivative call option | |
| 4,814 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,814 | |
| Total liabilities | |
| 278,390 | | |
| (11,179 | ) | |
| (1,838 | ) | |
| 1,838 | | |
| — | | |
| — | | |
| 267,211 | |
| Common stock | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1 | |
| Additional paid-in capital | |
| 4,751,694 | | |
| 22,168 | | |
| (27,868 | ) | |
| 27,868 | | |
| 3,631 | | |
| 21,477 | | |
| 4,798,969 | |
| Accumulated other comprehensive income (loss) | |
| 943 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 943 | |
| Accumulated deficit | |
| (4,779,927 | ) | |
| (6,159 | ) | |
| 19,954 | | |
| (19,954 | ) | |
| — | | |
| — | | |
| (4,786,086 | ) |
| Noncontrolling interests | |
| 28,702 | | |
| 1,965 | | |
| — | | |
| — | | |
| 6,369 | | |
| (21,477 | ) | |
| 15,560 | |
| Total liabilities and equity | |
| 279,802 | | |
| 6,796 | | |
| (9,753 | ) | |
| 9,753 | | |
| 10,000 | | |
| — | | |
| 296,598 | |
See accompanying notes to the unaudited pro forma condensed consolidated
financial information.
Faraday Future Intelligent Electric Inc. | 2
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six months ended June 30, 2026
(Amounts in thousands of U.S. dollars; weighted-average shares in thousands; per-share amounts in U.S. dollars)
| | |
FFAI
Historical | | |
Subsequent
Events
(a) | | |
Robotics
Disposal
(b) | | |
FFR
Consolidation
(c) | | |
PIPE
(d) | | |
Ownership
Allocation
(e) | | |
Pro Forma | |
| Revenue | |
| 1,348 | | |
| — | | |
| (1,141 | ) | |
| 1,141 | | |
| — | | |
| — | | |
| 1,348 | |
| Cost of revenues | |
| 23,428 | | |
| — | | |
| (785 | ) | |
| 785 | | |
| — | | |
| — | | |
| 23,428 | |
| Gross loss | |
| (22,080 | ) | |
| — | | |
| (356 | ) | |
| 356 | | |
| — | | |
| — | | |
| (22,080 | ) |
| Research and development | |
| 11,133 | | |
| — | | |
| (5,122 | ) | |
| 5,122 | | |
| — | | |
| — | | |
| 11,133 | |
| Sales and marketing | |
| 7,676 | | |
| — | | |
| (4,331 | ) | |
| 4,331 | | |
| — | | |
| — | | |
| 7,676 | |
| General and administrative | |
| 23,500 | | |
| — | | |
| (9,932 | ) | |
| 9,932 | | |
| — | | |
| — | | |
| 23,500 | |
| Loss on disposal of property and equipment | |
| 316 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 316 | |
| Impairment of long-lived assets and deposits | |
| 183 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 183 | |
| Credit loss expense | |
| 143 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 143 | |
| Impairment of intangible assets, including goodwill | |
| 5,701 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,701 | |
| Total operating expenses | |
| 48,652 | | |
| — | | |
| (19,385 | ) | |
| 19,385 | | |
| — | | |
| — | | |
| 48,652 | |
| Loss from operations | |
| (70,732 | ) | |
| — | | |
| 19,029 | | |
| (19,029 | ) | |
| — | | |
| — | | |
| (70,732 | ) |
| Net loss on digital assets | |
| (2,930 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,930 | ) |
| Change in fair value of notes payable and warrants | |
| 4,032 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,032 | |
| Change in fair value of related party notes payable | |
| 1,524 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,524 | |
| Loss on settlement of notes payable | |
| (16,276 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (16,276 | ) |
| Loss on settlement of note receivable | |
| (376 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (376 | ) |
| Other income, net | |
| 7,417 | | |
| — | | |
| 23 | | |
| (23 | ) | |
| — | | |
| — | | |
| 7,417 | |
| Interest expense | |
| (4,826 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,826 | ) |
| Loss before income taxes | |
| (82,167 | ) | |
| — | | |
| 19,052 | | |
| (19,052 | ) | |
| — | | |
| — | | |
| (82,167 | ) |
| Income tax benefit | |
| 887 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 887 | |
| Net loss | |
| (81,280 | ) | |
| — | | |
| 19,052 | | |
| (19,052 | ) | |
| — | | |
| — | | |
| (81,280 | ) |
| Net loss attributable to noncontrolling interests | |
| (6,395 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 183 | | |
| (6,212 | ) |
| Net loss attributable to FFAI | |
| (74,885 | ) | |
| — | | |
| 19,052 | | |
| (19,052 | ) | |
| — | | |
| (183 | ) | |
| (75,068 | ) |
| Less: deemed dividend | |
| (222 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (222 | ) |
| Loss available to common stockholders | |
| (75,107 | ) | |
| — | | |
| 19,052 | | |
| (19,052 | ) | |
| — | | |
| (183 | ) | |
| (75,290 | ) |
| Weighted-average shares — basic | |
| 1,757 | | |
| 7,075 | | |
| — | | |
| — | | |
| — | | |
| (1 | ) | |
| 8,831 | |
| Weighted-average shares — diluted | |
| 1,757 | | |
| 7,075 | | |
| — | | |
| — | | |
| — | | |
| (1 | ) | |
| 8,831 | |
| Basic loss per share | |
| (42.74 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (8.53 | ) |
| Diluted loss per share | |
| (42.74 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (8.53 | ) |
See accompanying notes to the unaudited pro forma condensed consolidated
financial information.
Faraday Future Intelligent Electric Inc. | 3
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 2025
(Amounts in thousands of U.S. dollars; weighted-average shares in thousands; per-share amounts in U.S. dollars)
| | |
FFAI
Historical | | |
Subsequent
Events
(a) | | |
Robotics
Disposal
(b) | | |
FFR
Consolidation
(c) | | |
PIPE
(d) | | |
Ownership
Allocation
(e) | | |
Pro Forma | |
| Revenue | |
| 536 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 536 | |
| Cost of revenues | |
| 98,302 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 98,302 | |
| Gross loss | |
| (97,766 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (97,766 | ) |
| Research and development | |
| 16,603 | | |
| — | | |
| (300 | ) | |
| 300 | | |
| — | | |
| — | | |
| 16,603 | |
| Sales and marketing | |
| 12,310 | | |
| — | | |
| (248 | ) | |
| 248 | | |
| — | | |
| — | | |
| 12,310 | |
| General and administrative | |
| 55,733 | | |
| 1,647 | | |
| (355 | ) | |
| 355 | | |
| — | | |
| — | | |
| 57,380 | |
| Loss on disposal of property and equipment | |
| 2,459 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,459 | |
| Impairment of long-lived assets and deposits | |
| 137,435 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 137,435 | |
| Goodwill impairment | |
| 4,450 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,450 | |
| Credit loss expense | |
| 4,294 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,294 | |
| Total operating expenses | |
| 233,284 | | |
| 1,647 | | |
| (902 | ) | |
| 902 | | |
| — | | |
| — | | |
| 234,931 | |
| Loss from operations | |
| (331,050 | ) | |
| (1,647 | ) | |
| 902 | | |
| (902 | ) | |
| — | | |
| — | | |
| (332,697 | ) |
| Change in fair value of notes, warrants and derivatives | |
| 49,093 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 49,093 | |
| Change in fair value of related party notes payable | |
| (1,627 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,627 | ) |
| Loss on settlement of notes payable | |
| (100,524 | ) | |
| (3,992 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (104,516 | ) |
| Loss on settlement of related party notes payable | |
| (5,128 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (5,128 | ) |
| Interest expense | |
| (8,649 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (8,649 | ) |
| Net loss on digital assets | |
| (4,117 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,117 | ) |
| Other income, net | |
| 4,983 | | |
| (4 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,979 | |
| Loss before income taxes | |
| (397,019 | ) | |
| (5,643 | ) | |
| 902 | | |
| (902 | ) | |
| — | | |
| — | | |
| (402,662 | ) |
| Income tax expense | |
| (63 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (63 | ) |
| Net loss | |
| (397,082 | ) | |
| (5,643 | ) | |
| 902 | | |
| (902 | ) | |
| — | | |
| — | | |
| (402,725 | ) |
| Net loss attributable to noncontrolling interests | |
| (6,386 | ) | |
| (383 | ) | |
| — | | |
| — | | |
| — | | |
| 3,483 | | |
| (3,287 | ) |
| Net loss attributable to FFAI | |
| (390,696 | ) | |
| (5,260 | ) | |
| 902 | | |
| (902 | ) | |
| — | | |
| (3,483 | ) | |
| (399,439 | ) |
| Weighted-average shares — basic | |
| 829 | | |
| 7,075 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,904 | |
| Weighted-average shares — diluted | |
| 829 | | |
| 7,075 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,904 | |
| Basic loss per share | |
| (471.48 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (50.54 | ) |
| Diluted loss per share | |
| (471.48 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (50.54 | ) |
See accompanying notes to the unaudited pro forma condensed consolidated
financial information.
Faraday Future Intelligent Electric Inc. | 4
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information
1 Basis of Presentation
The Reorganization is a transfer among entities under common control.
FFR and the Robotics Business continue to be consolidated at their existing carrying amounts. Under Financial Accounting Standards Board
Accounting Standards Codification Topic 810, Consolidation, changes in the Company’s ownership interest in a subsidiary that do
not result in a loss of control are accounted for as equity transactions. The carrying amounts attributable to the Company and noncontrolling
interests are adjusted to reflect their revised interests in FFR. No consolidated disposal gain or loss, new goodwill or fair-value step-up
is recognized.
The Robotics Disposal column removes the historical assets, liabilities
and operating results of the Robotics Business. The FFR Consolidation column includes those same carrying amounts through FFR and reflects
elimination of the related intercompany investment and subsidiary equity interests. The Robotics Business remains in continuing operations.
The separate PIPE and ownership allocation columns reflect external financing and changes in the attribution of equity and earnings.
The Company began consolidating FFR on September 29, 2025. FFR’s
results before that date are excluded from the historical and pro forma statements of operations. The Robotics Business’s results
for the full periods presented are included, with its ownership attribution adjusted for the Transactions as of January 1, 2025. Certain
expense captions of the Robotics Business have been reclassified to conform to the Company’s presentation, without changing net
loss. Amounts may not add due to rounding. Historical 2025 per-share data reflect the Company’s one-for-150 reverse stock split
in 2026. Potential common shares are excluded from diluted loss per share when their effect is antidilutive.
The pro forma presentation assumes receipt of the full $10.0 million
PIPE subscription. No discretionary debt repayments, future equity-line draws or investment income on unused proceeds are included. The
equity exchange and subsequent merger are expected to qualify as a tax-free reorganization under Section 368(a)(1)(A) of the Internal
Revenue Code of 1986, as amended. Accordingly, no incremental U.S. federal income tax effect has been reflected for these transactions.
Corporate overhead and underlying third-party costs that continue to be incurred by the consolidated group remain in operating expenses.
2 Transaction Terms and Consideration
The Reorganization consideration consists of 1,315,313 shares of FFR
common stock and 65,475 shares of FFR Series C preferred stock. The Series C preferred stock is convertible into an aggregate 65,474,624
shares of common stock under its filed certificate of designation. The consideration is held within the Company’s consolidated group.
The related investment and subsidiary equity interests are eliminated in consolidation.
| Component |
|
Quantity / amount
($ in thousands) |
|
Measurement |
| FFR common stock |
|
1,315,313 shares |
|
Part of the internal equity consideration |
| FFR Series C preferred stock |
|
65,475 shares; 65,474,624 common-share equivalents |
|
Part of the internal equity consideration |
| Total internal consideration, carrying-value basis |
|
7,914 |
|
Historical net carrying amount transferred; eliminated in consolidation |
| External cash consideration for the Robotics Business transfer |
|
— |
|
No payment outside the consolidated group |
| External PIPE subscriptions |
|
10,000 |
|
Cash proceeds before issuance costs |
Faraday Future Intelligent Electric Inc. | 5
Lumina Investment International Limited and Lioness Limited subscribed
for $4.0 million and $6.0 million, respectively, of FFR common stock and Series D preferred stock. At the $1.50 subscription price, the
$10.0 million financing represents approximately 6,666,667 common-share equivalents before whole-share rounding and related refunds. The
allocation between common stock and Series D preferred stock is subject to the purchase agreement’s ownership limitations; those
conversion limitations do not reduce the assumed economic participation of the PIPE investors.
Unexercised options to purchase shares of FF EAI Robotics Inc. are
assumed by FFR at the contractual exchange ratio of 0.89, with underlying shares rounded down for each award. Unexercised options and
early-exercised shares that remain unvested and repurchasable at the exercise price are excluded from the as-converted ownership allocation;
cash received for those early exercises is recognized as a refundable deposit liability.
3 Pro Forma Adjustments
(a) Subsequent Transactions
Reflects completed post-June 30, 2026 financing and equity transactions,
including at-the-market offerings of FFAI common stock, note conversions, vendor settlements, compensation-liability transfers, FFR’s
issuance of advisory shares to About Investment Pte. Ltd. and completed purchases of FFR common stock under its equity line of credit
(“ELOC”) facility, plus $0.569 million of employee checks received subject to collection and recorded as refundable exercise
deposits. These transactions increase weighted-average FFAI common shares by 7,075,240 in each period. The 2025 statement includes net
nonrecurring expense of $5.643 million from these financing and equity transactions; these one-time effects are not repeated in the six
months ended June 30, 2026. No full third-quarter operating results or incremental transaction-related employee compensation are included.
(b) Robotics Disposal
Reflects removal of the Robotics Business’s historical assets,
liabilities and operating results, which are restored through FFR in adjustment (c).
(c) Consolidation through FFR and Intercompany Eliminations
Reflects reconsolidation of the Robotics Business at the carrying amounts
removed in adjustment (b) and elimination of the related intercompany investments, consideration, balances and charges. Adjustments (b)
and (c) have no combined effect on consolidated assets, liabilities, revenue or net loss. Underlying third-party costs remain in consolidated
expenses, and the royalty-free common technology license creates no incremental consolidated royalty expense or intangible asset.
(d) PIPE Financing
Reflects $10.0 million of external PIPE proceeds, increasing noncontrolling
interests by $6.369 million and FFAI additional paid-in capital by $3.631 million, including the change in participation in FFR’s
pre-financing net assets. The presentation assumes permanent-equity classification and as-converted participation of the PIPE securities.
No Reorganization costs or PIPE issuance costs have been reflected.
(e) Ownership Allocation
Reflects reallocation of the existing carrying amounts of equity between
FFAI and noncontrolling interests for the Reorganization, with the corresponding parent-equity adjustment recorded in additional paid-in
capital and accumulated other comprehensive income, as applicable. The noncontrolling ownership percentage on an as-converted basis changes
from the historical 42.46% to 12.1789% after the Reorganization and 18.2098% after the PIPE Financing; FFAI’s post-PIPE participation
is 81.7902%. The allocation excludes the 3,990,000 recallable, unpurchased ELOC shares and the employee shares described in Note 2. The
$5.907 thousand carrying amount of subsidiary option equity remains a separate component of noncontrolling interests, with no additional
compensation charge.
The statements of operations reallocate losses of FFR and the Robotics
Business between FFAI and noncontrolling interests using the post-PIPE participation of 18.2098% in both periods, including FFR’s
existing acquisition-basis charges. Each change in loss attributable to noncontrolling interests has an equal and opposite effect on loss
attributable to FFAI; consolidated net loss is unchanged. The 2025 allocation excludes FFR’s results before September 29, 2025.
The 2026 weighted-average FFAI share count also reflects the revised noncontrolling participation in FFAI shares held by FFR from April
15 through June 30, 2026.
Faraday Future Intelligent Electric Inc. | 6
