Faraday Future proposes $200M robotics sale
If completed, FFAI would receive AIxCrypto equity subject to an 18-month lock-up, while the contemplated PIPE is not a condition to the transaction.
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Rhea-AI Filing Summary
Faraday Future Intelligent Electric (FFAI) entered into a non-binding term sheet with its majority-owned subsidiary AIxCrypto Holdings for the subsidiary to acquire FFAI’s robotics business, excluding options held by FFAI executives. The expected US$200 million price would be paid to FFAI in AIxCrypto common and non-voting convertible preferred stock. The expected per-share price is the lower of US$2.246 and the average Nasdaq Official Closing Price for the five trading days immediately before definitive agreements are signed. FFAI Global Executive Chairman Jerry Wang is also AIxCrypto’s CEO, making the transaction related-party.
FFAI’s special committee unanimously approved signing the term sheet and recommended it to the board; the board approved signing, not the sale. Completion remains subject to definitive agreements, ongoing committee review and favorable recommendation, a satisfactory fairness opinion, required approvals and closing conditions. Closing is expected in Q4 2026. At closing, FFAI would enter an 18-month lock-up on AIxCrypto securities. A contemplated private placement of not more than US$30 million in gross proceeds is not a transaction condition.
By the end of August, FFAI reported 552 cumulative EAI device sales and shipments. In Q2, average contribution margin exceeded 30% and cumulative revenue reached approximately US$1.52 million. Preliminary management projections put robotics revenue at US$7.1 million in 2026 and US$45.17 million in 2027; the projections may change materially.
Filing Explained
Proposed AIxCrypto stock payment is capped absent stockholder approval; preferred conversion and voting await approval, while any stock dividend depends on price and closing.
The
The term sheet also says outstanding RobotCo options excluded from the acquisition would be assumed and converted into rights to buy AIxCrypto equity.
If the final per-share price is below
8-K Event Classification
Key Figures
Key Terms
non-binding term sheet financial
fairness opinion financial
non-voting convertible preferred stock financial
lock-up agreement financial
Concurrent PIPE financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is FFAI’s proposed robotics sale worth?
When could FFAI’s proposed robotics transaction close?
Is the proposed AIxCrypto private placement required for the FFAI transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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) |
| 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 | ||
| The |
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 8.01 Other Events.
Entry into a Non-Binding Term Sheet regarding Acquisition of the Company’s Robotics Business
On September 25, 2026, Faraday Future Intelligent Electric, Inc., a Delaware corporation (the “Company”), entered into a non-binding term sheet (the “Term Sheet”), with AIxCrypto Holdings, Inc, the Company’s majority owned subsidiary (“AIxC”), for the sale of the Company’s robotics business (the “Proposed Transaction”).
Pursuant to the Term Sheet, AIxC would acquire, directly or through one or more affiliates or subsidiaries, all outstanding equity interests of the Company’s robotics business, excluding any outstanding options to purchase equity in the Company’s robotics business held by the Company’s executives. The parties currently expect to effect the Proposed Transaction as a two-step transaction, in which AIxC would acquire the Company’s robotics business and then merge the Company’s robotics business with and into a newly formed subsidiary of AIxC in a forward merger.
Special Committee Review
In addition to the Company being the majority owner of AIxC, the Company’s Global Executive Chairman, Jerry Wang, is the Chief Executive Officer of AIxC. Accordingly, the Proposed Transaction is a related party transaction. The Proposed Transaction was reviewed and approved by a special committee (the “Special Committee”) of the Company’s Board of Directors (the “Board”). The Special Committee was formed and empowered and delegated the full power and authority of the Board to (i) review, evaluate, investigate and negotiate terms and conditions of the Proposed Transaction, (ii) determine whether the Proposed Transaction is advisable and in the best interests of the Company and its stockholders, (iii) reject the Proposed Transaction and determine not to pursue the Proposed Transaction or any alternative thereto, (iv) recommend to the Board what action, if any, should be taken by the Company with respect to the Proposed Transaction, and (v) take such other actions as the Special Committee deems necessary or appropriate in connection with the foregoing. The Board will not approve, authorize, recommend or cause the Company to enter into the Proposed Transaction or submit the Proposed Transaction to the stockholders of the Company without the prior favorable recommendation of the Special Committee.
On September 25, 2026, the Special Committee unanimously approved the execution of the Term Sheet and recommended the same to the Board. On the same day, acting upon the recommendation of the Special Committee, the Board approved the execution of the Term Sheet. The Special Committee’s approval of the Term Sheet does not constitute approval of the Proposed Transaction or any definitive agreement. The Proposed Transaction or any definitive agreement remains subject to the Special Committee’s ongoing review and favorable recommendation following completion of its evaluation, including consideration of the terms of the definitive agreement, including receipt of a fairness opinion satisfactory to it, and approval by the Board acting upon the recommendation of the Special Committee.
Proposed Consideration and Related Agreements
The aggregate purchase price for the Proposed Transaction is expected to be US$200 million (the “Purchase Price”), payable in the form of the issuance to the Company of AIxC common stock and non-voting convertible preferred stock. The price per share of AIxC stock is expected to be the lower of (i) US$2.246 and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing of definitive agreements.
At the Closing, the Company would enter into a lock-up agreement with AIxC, pursuant to which the Company would agree not to sell, transfer, pledge, hedge or otherwise dispose of any AIxC securities for a period of eighteen (18) months following the closing, subject to certain exceptions. Also, the Company and AIxC will enter into an investor rights agreement setting forth the parties’ agreed governance arrangements, including any agreed rights of the Company to nominate one or more members of the AIxC Board of Directors and any other agreed voting arrangements with respect to AIxC.
The Term Sheet also contemplates two-year noncompetition and nonsolicitation covenants applicable to the Company and its affiliates, subject to specified exceptions for non-robotics electric vehicle and automotive businesses, related software and services and aftermarket activities.
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Closing Conditions
The closing of the Proposed Transaction would be subject to customary representations and warranties and customary closing conditions, including receipt of all required internal corporate approvals by the Company (including approval by its Board of Directors and the Special Committee; execution of the definitive agreements and material ancillary agreements; satisfaction of applicable Nasdaq requirements and receipt of required regulatory and third-party approvals; absence of a material adverse change in the Company’s robotics business; no material litigation or proceeding to challenge, restrain or otherwise interfere with the Proposed Transaction; and satisfactory arrangements with agreed key employees. The Proposed Transaction is expected to close in the 4th quarter of 2026.
Non-Binding Effect
Except for the confidentiality, non-binding effect and miscellaneous provisions contained in Sections 7, 8 and 9 of the Term Sheet, the Term Sheet is non-binding and does not obligate either party to negotiate or execute definitive agreements or to consummate the Proposed Transaction.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 99.1and incorporated herein by reference.
On September 28, 2026, the Company issued a press release announcing the non-binding Term Sheet as discussed below in Item 8.01 of this Current Report on Form 8-K. Also, in connection with a conference call to be held by the Company on September 29, 2026, to discuss the Proposed Transaction and the Term Sheet, the Company references the presentation furnished as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 8.01, Exhibit 99.2 and Exhibit 99.3 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Proposed Transaction; its proposed structure, valuation and consideration price; the negotiation and execution of the Definitive Agreement and other ancillary agreements; required corporate, Nasdaq, regulatory and third-party approvals. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
These risks and uncertainties include, among others, the possibility that the parties may not enter into the Definitive Agreement or may change the terms or structure of the Proposed Transaction; the possibility that the Special Committee or the Board may not approve or proceed with the Proposed Transaction; conflicts of interest arising from the Company’s status as AIxC’s majority stockholder; failure to obtain required corporate, Nasdaq, regulatory or third-party approvals; failure to satisfy closing conditions; disruption to the Company’s or its robotics business’s operations from the announcement or pendency of the Proposed Transaction; the costs of the Proposed Transaction; integration risks; dilution resulting from the proposed equity consideration; the Company’s liquidity and need for additional capital; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026, and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC. Forward-looking statements speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to update them.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| No. | Description of Exhibits | |
| 99.1 | Non-binding Term Sheet between Faraday Future Intelligent Electric, Inc. and AIxCrypto Holdings, Inc. dated September 25, 2026 | |
| 99.2 | Press Release dated September 28, 2026. | |
| 99.3 | Presentation dated September 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| FARADAY FUTURE INTELLIGENT ELECTRIC INC. | ||
| Date: September 28, 2026 | By: | /s/ Koti Meka |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Term Sheet Regarding Proposed Acquisition of RobotCo
Date: September 25, 2026
This non-binding term sheet (this “Term Sheet”) summarizes the principal terms of the proposed acquisition by AIxCrypto Holdings, Inc. (Nasdaq: AIXC) (“Purchaser”), directly or through one or more of its designated affiliates or subsidiaries, of all outstanding equity interests of the parent company of the existing entity operating the Robotics Business (“RobotCo”), excluding outstanding options to purchase equity in RobotCo (collectively, the “Outstanding Options”) from Faraday Future Intelligent Electric Inc. (“FFAI” or “Seller”). RobotCo is expected to hold and operate the robotics business currently owned and operated by FFAI (the “Robotics Business”). Purchaser’s proposed acquisition of RobotCo is referred to herein as the “Proposed Transaction.” This Term Sheet is for discussion purposes only and does not create any binding obligation except as expressly provided herein. The Proposed Transaction is subject to the approval of the respective special committees of boards of directors of Purchaser and Seller, that consist of independent directors of Purchaser and Seller, respectively, and have been formed to evaluate and negotiate the Proposed Transaction (the “Purchaser Special Committee” and the “Seller Special Committee”).
1. Acquisition of Equity Interests; Structure. Subject to the terms and conditions to be set forth in the definitive acquisition agreement for the Proposed Transaction (the “Definitive Agreement”), at the closing of the Proposed Transaction (the “Closing”), (i) Purchaser, directly or through one or more affiliates or subsidiaries, would acquire all outstanding equity interests of RobotCo, excluding the Outstanding Options, from Seller, free and clear of all liens, claims and encumbrances, through stock purchase, reverse subsidiary merger or other form as mutually agreed by Seller and Purchaser, and (ii) all Outstanding Options would be assumed and converted into the right to purchase equity in Purchaser. The parties currently expect the Proposed Transaction to be effectuated as a two-step transaction, pursuant to which Purchaser will acquire all outstanding equity interests of RobotCo, excluding the Outstanding Options, and, subsequently, RobotCo will merge with and into a newly-formed subsidiary of Purchaser in a forward merger.
2. Robotics Business Scope and Internal Restructuring. Prior to signing of the Definitive Agreement, Seller and RobotCo will complete an internal restructuring (the “Internal Restructuring”), pursuant to which the Robotics Business and all assets, intellectual property, data, contracts, employees and liabilities related thereto will be contributed into RobotCo. In connection with the Internal Restructuring, Seller and RobotCo will promptly prepare PCAOB-audited financial statements relating to the Robotics Business.
3. Purchase Price; Equity Consideration; Special Stock Dividend.
(a) Purchase Price. Subject to completion of due diligence, negotiation of the Definitive Agreement, required internal corporate approvals of the Proposed Transaction by Purchaser and Seller (including approvals of the Purchaser Special Committee and the Seller Special Committee, and receipt of fairness opinions satisfactory to the Purchaser Special Committee and the Seller Special Committee, respectively), the aggregate purchase price for all of the outstanding equity interests of RobotCo is expected to be US$200 million (the “Purchase Price”).
(b) Purchaser Stock Consideration. The Purchase Price will be payable in the form of the issuance to Seller of equity securities of Purchaser (collectively, the “Purchaser Stock Consideration”) as described further in Section 3(c) below.
(c) Blocker. The Purchaser Stock Consideration will consist of (i) shares of common stock of Purchaser, par value US$0.001 per share (“Common Stock”), and (ii) non-voting convertible preferred stock of Purchaser, par value US$0.001 per share (the “Preferred Stock”), subject to the maximum number of shares of preferred stock authorized under Purchaser’s certificate of incorporation (the “Certificate of Incorporation”). Notwithstanding anything herein to the contrary, Purchaser will not issue any Common Stock or Preferred Stock to Seller in excess of the maximum amount that may be issued without stockholder approval of Purchaser under the Certificate of Incorporation and applicable Nasdaq Listing Rules. The Preferred Stock will have no discount, interest, preferential dividend, redemption right or other special economic rights. The Preferred Stock will contain an absolute conversion and voting blocker prohibiting its conversion into Common Stock, or the exercise of voting rights arising from such conversion, unless and until the requisite stockholder approval of Purchaser is obtained.
(d) Per Share Price. Subject to completion of due diligence, negotiation of the Definitive Agreement, required internal corporate approvals of the Proposed Transaction by Purchaser and Seller (including approvals of the Purchaser Special Committee and the Seller Special Committee, and receipt of fairness opinions satisfactory to the Purchaser Special Committee and the Seller Special Committee, respectively), the price per share of Common Stock and the Preferred Stock for purposes of determining the number of shares comprising the Purchaser Stock Consideration is expected to be the lower of (i) US$2.246 and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing of the Definitive Agreement (the “Per Share Price”).
(e) Purchaser Valuation and Special Stock Dividend. For illustrative purposes only, based on the share price of Purchaser of US$2.246, the pre-Closing equity valuation of Purchaser on an as-converted basis is expected to be approximately US$54.87 million (=US$2.246/share * 24,428,874 shares on a fully diluted basis) (the “Purchaser Valuation”). If the Per Share Price is less than US$2.246, Purchaser plans to declare a one-time special stock dividend (the “Special Stock Dividend”) on the Common Stock and the Preferred Stock issued and outstanding as of a record date prior to the Closing. The Special Stock Dividend is payable conditional upon and subject to the Closing. The number of shares of Common Stock that will be issued to each outstanding share of the Common Stock and the Preferred Stock pursuant to the Special Stock Dividend is expected to be the result of (i) US$2.246 minus the Per Share Price, then divided by (ii) the Per Share Price. This Section 3(e) is subject to further tax analysis and review.
(f) Lock-Up. At the Closing, Seller would enter into a lock-up agreement (the “Lock-Up Agreement”) with Purchaser pursuant to which, without Purchaser’s prior written consent, Seller would agree not to sell, transfer, pledge, hedge or otherwise dispose of any Purchaser Stock Consideration for a period of eighteen (18) months following the Closing (the “Lock-Up Period”), subject to (i) an exception for the pledge of Purchaser Stock Consideration as collateral in bona fide financing transactions with any transferee or foreclosing party being bound by the lock-up for the remaining Lock-Up Period, and (ii) other customary exceptions (including affiliate transfer exception) to be set forth in the Lock-Up Agreement.
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(g) Investor Rights Agreement. At the signing of the Definitive Agreement of the Proposed Transaction, Purchaser and Seller or another entity designated by Seller would enter into an investor rights agreement (the “Investor Rights Agreement”) setting forth the parties’ agreed governance arrangements, including any agreed rights of Seller to nominate one or more members of the Board of Directors of Purchaser and any other agreed voting arrangements with respect to Purchaser, substantially similar to the governance arrangements between FF Global Partners and Seller.
(h) Non-Competition and Non-Solicitation. For a period of two (2) years following the Closing, Seller and its affiliates (which will, for the purpose of this Term Sheet and the Definitive Agreement, exclude Purchaser and its affiliates) would not, without Purchaser’s prior written consent, directly or indirectly, (i) engage in any business that is competitive with the robotics business (the “Competitive Business”) in the territories that Purchaser or any of its controlled affiliates (such entity, each a “Covered Entity”) will have presence from time to time (such territory, each a “Covered Territory”), (ii) contact, solicit or develop any new customer in connection with the Competitive Business in any Covered Territory, or (iii) own any interest in, manage, control, participate in (whether as a partner, member, shareholder, lender, co-venturer, consultant or otherwise) any other person that engages in a Competitive Business in any Covered Territory. Notwithstanding the foregoing, Seller and its affiliates may acquire and hold, solely as a passive investment, up to five percent (5%) of the outstanding equity securities of any publicly traded company that engages in a Competitive Business, provided that neither Seller nor any of its affiliates has any management, control, board representation or other active participation in the business or affairs of such company. For a period of two (2) years following the Closing, Seller and its affiliates (which will, for the purpose of this Term Sheet and the Definitive Agreement, exclude Purchaser and its affiliates) would not, without Purchaser’s prior written consent, directly or indirectly, (i) solicit, hire or retain any employee, consultant, independent contractor, sales or other representative of any Covered Entity to leave the employment of such Covered Entity, or (ii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of any Covered Entity to cease or refrain from doing business with such Covered Entity or otherwise interfere with the relationship between such Covered Entity and any of its customers, suppliers, licensees, licensors, franchisees, lessors or other business relations. Notwithstanding anything to the contrary herein, the Non-Competition and Non-Solicitation provisions shall expressly include exceptions for Seller’s electric vehicle/automotive business, vehicle-related software and services and aftermarket activities related to the foregoing businesses, to the extent that such activities do not, directly or indirectly, involve manufacturing, sale or development of, or providing support or services to, robotics or any ancillary part thereto. In addition, Seller and its affiliates (which will, for the purpose of this Term Sheet and the Definitive Agreement, exclude Purchaser and its affiliates) shall not be deemed to be in violation of the foregoing restrictions with respect to any business, activity or industry that Purchaser has agreed in writing is not a Competitive Business.
(i) Registration Rights. At any time following the twelve (12) month anniversary of Closing, Seller would have a right to request Purchaser to file a resale registration statement with respect to the Common Stock (including Common Stock issued or issuable upon conversion of the Preferred Stock) that is acquired by Seller in the Proposed Transaction and then held by Seller, subject to Seller providing such information, representations and undertakings as Purchaser may reasonably require. Purchaser will use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable following filing and, in any event, no later than the expiry of the Lock-Up Period.
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4. Closing Conditions. Purchaser’s obligation to close the Proposed Transaction should be subject to customary closing conditions, including:
(a) completion of the Internal Restructuring in accordance with the agreed transaction structure, to the extent not completed before execution of the Definitive Agreement;
(b) receipt of all required internal corporate approvals of the Proposed Transaction by Purchaser (including approval by the Purchaser Special Committee), Seller and RobotCo;
(c) the parties’ negotiation, execution and delivery of the Definitive Agreement and any material ancillary agreements (including the Lock-Up Agreement, the Investor Rights Agreement, a voting and support agreement with Seller and any of its affiliates that own voting shares of Purchaser, and a transition services agreement, if applicable);
(d) receipt of all required regulatory approvals (including submission of a Listing of Additional Shares notification with Nasdaq) and applicable third-party consents;
(e) no material adverse change in the Robotics Business;
(f) no person or governmental authority having commenced or threatened to commence any material litigation or proceeding to challenge, restrain or otherwise interfere with the Proposed Transaction;
(g) each key employee of the Robotics Business agreed between Purchaser and Seller during the due diligence process (collectively, the “Key Employees”) entering into employment arrangements with RobotCo or the applicable subsidiary, or otherwise agreeing to continue their employment with RobotCo or the applicable subsidiary, in each case on terms reasonably acceptable to Purchaser; and
(h) the accuracy of the representations and warranties to be provided by Seller with respect to Seller, RobotCo and its subsidiaries, and compliance with the applicable covenants, in each case as set forth in the Definitive Agreement.
5. Definitive Agreements. In addition to the matters contemplated hereby, the Definitive Agreement will contain customary representations and warranties, interim covenants, exclusivity, post-Closing indemnification provisions, customary indemnification and D&O insurance protections for any departing directors and officers of Purchaser, and other provisions customary for transactions of this nature.
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6. Financing Cooperation. The parties agree to use their respective commercially reasonable efforts to cooperate in good faith to complete a private placement of securities of Purchaser that is expected to be consummated concurrently with the consummation of the Proposed Transaction (the “Concurrent PIPE”), including, without limitation, with respect to investor outreach and negotiation, due diligence support, review and negotiation of investment documentation and registration statement preparation. For the avoidance of doubt, however, the Proposed Transaction shall not be conditioned upon the consummation of the Concurrent PIPE or any other financing. The Concurrent PIPE is expected to consist solely of equity securities of Purchaser (and, for the avoidance of doubt, not convertible notes or any other debt securities of Purchaser) for aggregate gross proceeds of not more than US$30 million, priced at the basis of a pre-money equity valuation of US$254.87 million (i.e. the Purchase Price of US$200 million plus the indicative Purchaser Valuation of US$54.87 million), subject to adjustments for market terms and conditions.
7. Confidentiality. Neither Purchaser nor Seller shall, without the prior written consent of the other party, disclose the existence, terms or substance of the Term Sheet except to its advisors, employees, agents, counsel, financing sources or accountants who are directly involved in the consideration of this matter and are advised of the confidential nature and agree to similarly keep it confidential; except where such disclosure may be compelled in a judicial or administrative proceeding or as otherwise required by law, applicable Nasdaq Listing Rules or other regulatory requirement; provided that, to the extent legally permissible, the disclosing party shall give the other party prompt notice of such disclosure.
8. Non-Binding Effect. Except for Sections 7, 8 and 9, which are intended to be legally binding on Purchaser and Seller, this Term Sheet is a non-binding summary of material terms for discussion purposes only and is not intended to be, and shall not be construed as, an offer, commitment, agreement in principle or obligation of any party to negotiate, execute any definitive agreement or consummate the Proposed Transaction. The parties may discuss in good faith any additional matters relating to the Proposed Transaction to the extent not expressly covered hereby. No party will have any liability or obligation with respect to the Proposed Transaction unless and until the applicable parties execute and deliver the Definitive Agreement, and then only on the terms set forth therein.
9. Miscellaneous. This Term Sheet shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Delaware. This Term Sheet may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement, which shall become effective when signed and delivered by each of the parties hereto. Any signature on this Term Sheet whose image shall have been transmitted electronically shall constitute an original signature, and delivery of copies of this Term Sheet by electronic transmission shall constitute delivery of this Term Sheet, for all purposes. The headings of the various sections of this Term Sheet are for reference purposes only and shall not affect in any way the meaning or interpretation of this Term Sheet.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Term Sheet on the date first written above.
| THE SELLER: | ||
| Faraday Future Intelligent Electric Inc. | ||
| By: | /s/ Koti Meka | |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
| THE PURCHASER: | ||
| AIxCrypto Holdings, Inc. | ||
| By: | /s/ Jie (Jay) Sheng | |
| Name: | Jie (Jay) Sheng | |
| Title: | President, Chief Financial Officer & Executive Director | |
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Exhibit 99.2
Faraday Future Announces Strategic Upgrade into Robotaxi and EAI Cabin Technology Operator and Physical AI Investment Holding Company; To Combine Its Robotics Business at Approx. $200 Million Valuation with AIxC (soon FFR) for a Standalone Listing
| ● | FFAI is upgrading into a Robotaxi and EAI Cabin (Intelligent cabin) shared mobility operations company and a Physical AI investment holding company. Evolving its automotive business from an EV manufacturer to a Robotaxi shared-mobility operator. FF aims to advance its “Four Future Trends” concept, once again helping to drive automotive-industry transformation. |
| ● | AIxC proposes to acquire and consolidate FFAI’s robotics assets and businesses at a market-based valuation of approximately $200 million, aiming to become the first Nasdaq-listed pure-play robotics ecosystem company built on a “Four-Core Full-Stack” AI ecosystem in the U.S. Now both the Board of FFAI and AIxC have approved the Term sheet. |
| ● | AIxC will change its name to FF EAI Robotics Ecosystem Inc. on September 30, with its Nasdaq ticker changing from AIXC to FFR, effective at the opening of trading on the same day. Upon completion of the proposed transaction, FFAI is expected to become FFR’s single largest controlling stockholder. This would mark FFAI’s successful incubation of a Nasdaq-listed EAI robotics company. FFAI also plans to continue increasing its ownership in FFR over time. |
| ● | Following completion of the proposed transaction, FFAI is expected to consolidate FFR’s financial results into its own financial statements, subject to FFAI’s resulting ownership interest and applicable accounting standards, and to the definitive agreements. |
| ● | In less than one year, FFAI’s EAI robotics business completed Phase One of its “Built in USA” Acceleration Program, advanced the “One-Brain Multi-Form, Multi-Capability” FF EAI Robot World 2.0, and launched 24 FCC-certified products across three robot forms, with customer deliveries underway. By the end of August, cumulative EAI Device sales and shipments reached 552 units; Q2 average robotics product gross margin exceeded 30%, and cumulative revenue reached approximately $1.52 million. Across the remaining three cores, the EAI Brain entered engineering testing and delivery, Developer Platform 1.0 went live, the EAI Data Factory established an initial commercial closed loop, four Industry Productivity Solutions launched, and RoboShare secured multiple paid orders. |
| ● | Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, the business is projected to reach positive operating cash flow in the third quarter of 2028. Those projections contemplate unaudited revenue of approximately $7.1 million in 2026 at a positive gross margin and approximately $45.17 million in 2027 at 30.5%, cumulative 2026–2030 revenue of approximately $1.98 billion with gross margins expected to improve over time, along with growing cumulative EAI Device sales exceeding 130,000 units. |
| ● | FFAI plans to adopt an upgraded operating model inspired by Berkshire Hathaway and Alphabet, and expects to announce additional strategic upgrade plans for the new FFAI in the near term. |
| ● | Subject to closing of the proposed deal, FFR will provide a standalone platform to highlight and unlock the value of the robotics business, which may gradually reduce reliance on substantially dilutive financing and is expected to significantly reduce FFAI’s potential equity dilution. Following the strategic upgrade of its automotive business, a lighter operating model is expected to help substantially reduce costs. Together, these initiatives are intended to help FFAI’s intrinsic value be better recognized and accelerate the maximization of value for stockholders. |
Los Angeles, CA (Sept. 28, 2026) -- Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global EAI ecosystem company, today announced two major strategic business upgrades and value-restructuring initiatives, together with the latest execution progress and key breakthroughs:
1. To become a Physical AI investment, incubation, and holding company and bring its robotics business into AIxC, which is expected to be renamed FFR;
2. Upgrade its automotive strategy across three areas: entering Robotaxi operations, including potential connectivity with the Cybercab network; extending FF’s EAI cabin technology to other intelligent vehicles; and enabling FF vehicles to connect with Robotaxi networks.
Upon completion of the transaction, FFAI is expected to become AIxC’s single largest controlling stockholder. The specific transaction arrangements remain subject to definitive agreements, Special Committees of Board of Directors of AIxC and FFAI and regulatory approvals, and formal Company announcements.
FFR Targets Positive Operating Cash Flow by Q3 2028 and Top 3 EAI Robotics Ecosystem Companies Overall Over the Next Five Years
Nasdaq-listed AIxC and FFAI have signed a non-binding term sheet for the proposed combination of FFAI’s robotics assets and business with AIxC at a market-based valuation of $200 million. The goal is to become the No. 1 publicly traded pure-play “Four-Core Full-Stack AI” robotics ecosystem company
The proposed transaction between FFAI and AIxC is expected to include an 18-month lock-up arrangement for shares of the robotics business, with the specific terms subject to definitive agreements between the parties. This arrangement reflects FFAI’s long-term confidence in its robotics business and value. The pre-transaction valuation of AIxC is approximately $55 million.
Upon completion of the transaction, FFAI is expected to continue to participate in the robotics business’s potential value appreciation through its ownership interest. AIxC is expected to discontinue its crypto strategy entirely and transform into a pure-play Robotics Ecosystem Company centered on the Four-Core Full-Stack AI ecosystem, spanning robotics R&D, supply chain, manufacturing, sales, deployment, data and operations.
In less than one year, FFAI’s EAI robotics business has achieved significant progress, exceeding initial expectations. The Company has completed Phase One of its “Built in USA” Acceleration Program and is advancing the “One-Brain Multi-Form, Multi-Capability” FF EAI Robot World 2.0. FFAI has launched 24 products across three robot forms, all of which have received FCC certification, with user deliveries underway.
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The Company’s “Four-Core Full-Stack AI” Ecosystem is beginning to take shape. By the end of August, cumulative EAI Device sales and shipments reached 552 units. In the second quarter, the average contribution margin of FFAI’s robotics products exceeded 30%, while cumulative revenue reached approximately $1.52 million.
Progress has also been made across the ecosystem’s other three cores. FFAI’s internally developed EAI Brain has entered engineering testing and delivery. Developer Platform 1.0 is now live, and the EAI Data Factory has established an initial commercial closed loop, including the completion of its first round of real-robot data collection and training. In addition, four Industry Productivity Solutions have been completed and launched, while RoboShare has secured multiple paid orders. RoboShare aims to become one of the top two robot-sharing and rent al platforms in the United States.
Under preliminary projections prepared by FFAI management, the FF EAI Robotics business anticipates total revenue from the Four-Core Full-Stack AI ecosystem is expected to reach $7.1 million in 2026, with a positive gross margin. Total revenue is expected to reach $45.17 million in 2027, with gross margin increasing to 30.5% as the business enters a higher-margin phase. Over five years, the projected cumulative revenue of estimated $1.98 billion, with gross margin gradually rising to about 54% in 2030. As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and service businesses develop, ecosystem revenue as a share of total revenue is expected to increase from 22% in 2026 to 49%, which FFR believes would further demonstrate the value of the “Four-Core Full-Stack AI” ecosystem. FFR also expects to significantly increase R&D investment, with cumulative five-year investment of approximately $300 million to maintain product and technology leadership. The projections are subject to change and may differ materially.
FFAI management projects that EAI Device unit sales are targeted at 2,001 units in 2026 and 7,400 units in 2027, exceeding 130,000 units cumulatively over five years. The data business is expected to grow rapidly, with cumulative five-year data supply exceeding 19 million hours, supporting the continued optimization of the EAI Brain and advancement of its computing capabilities. While peers such as Figure and Agility Robotics pursue a “One Form Does It All” model, FFR believes that relying on a single form to address every use case has inherent limits. Through ongoing “One Brain, Multiple Forms” R&D, FFR intends to support the scaled deployment of multiple robot forms while maintaining strong product competitiveness.
Industry Productivity Solutions are expected to initially focus on education and research, security and inspection, industrial productivity, and service-sector productivity applications, before expanding into additional verticals to accelerate the deployment and application of robots with multiple forms and capabilities.
FFAI Upgrades from EV Manufacturer to Robotaxi + EAI Cabin Technology Operator, Joining Forces with RoboShare to Build a Lighter-Asset Shared Mobility Model
The automotive industry is entering a significant period of transformation shaped by autonomous driving, shared autonomous mobility and mobility services. As early as 2014, FF Founder and Global CEO YT Jia was among the first in the industry to propose the “Four Future Trends” strategy of Electrification, AI, Internet and Sharing. In light of the trend toward more socialized and shared vehicle use, and the new opportunities created by fragmented vehicle-asset ownership, FF plans to explore a lighter-asset model to advance the Four Future Trends, with the aim of upgrading its automotive business into an EAI cabin and Robotaxi shared-operations company and once again becoming a participant in and driver of automotive-industry transformation.
Following its strategic upgrade, FFAI will work with RoboShare to expand its Robotaxi autonomous shared mobility business, including by connecting to the Cybercab network, exploring the deployment of FF’s “3rd aiSpace” EAI cabin technology in other conventional intelligent vehicles, and connecting FF’s own vehicles to Robotaxi networks. By leveraging RoboShare’s sharing platform and operational capabilities, FFAI also plans to pursue opportunities in vehicle-asset onboarding, operations and user services.
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FFAI Establishes and Strengthens Its Position as an Investment Holding Company, Advancing Synergies Across Shared Mobility, Robotics and Physical AI to Unlock Ecosystem Value
Alongside the strategic upgrade of its automotive business, FFAI plans to build a more complete Physical AI industrial ecosystem, further expanding its capabilities in industry investment, business incubation and investment holding. The Company aims to gradually establish a development model combining industrial operations, capital investment, and ecosystem collaboration.
As the first U.S. company incubated within the FFAI ecosystem with independent operating capabilities and public-listing potential, FFAI’s robotics business is expected to serve as an important starting point for FFAI to support the independent development of mature businesses and further explore opportunities in Physical AI industry investment, business incubation and investment holding. FFAI intends to use its holding platform to lead top-level strategic planning and its incubation system to rapidly validate and efficiently scale businesses. It also plans to support mature businesses in pursuing independent financing, valuation and development, creating a layered growth structure in which businesses advance independently while reinforcing one another.
By supporting mature businesses in pursuing independent public listings or operations, FFAI expects to reduce the valuation discount associated with bundling all businesses together and reduce the need to continually dilute parent-company stockholders to support mature businesses’ ongoing development. Once independently valued, the value of mature businesses may be separately reflected in the value of FFAI’s equity holdings, potentially supporting the Company’s market value and further unlocking value across the FFAI ecosystem.
Four Dimensions of Value Creation Expected to Reshape FFAI’s Capital Structure and Financial Profile and Open a New Chapter of Independent Growth for FFR
As the first business incubated within the FF ecosystem with independent operating capabilities and public-listing potential, the robotics business is expected to move beyond legacy burdens through independent operations and financing, opening a new cycle of growth for its robotics business. FFAI, meanwhile, plans to further strengthen its investment holding platform position, retain its business-incubation capabilities and participate in the robotics business’s potential value appreciation through its ownership interest. Together, these three changes are expected to unlock four dimensions of value:
Strategic Value: Upon completion of the transaction, FFAI proposes to contribute its robotics business to AIxC to achieve an independent public listing and continues to be AIxC’s single largest controlling stockholder. FFAI would therefore expect to hold an interest in a Nasdaq-listed robotics company initially valued at approximately $200 million. FFAI may consolidate AIxC’s financial statements and continue to participate in the robotics business’s potential value appreciation, further advancing its strategic upgrade and vertical focus on Physical AI.
Business Value: FFAI’s planned Robotaxi shared-operations business may create ecosystem synergies with RoboShare, AIxC’s robot-sharing platform. The integration of resources across robotics, shared mobility and Physical AI may unlock additional business value and new growth opportunities.
Financial Value: Following the independency of the robotics business, its profitability, growth trajectory, funding requirements and uses of capital are expected to be presented with greater clarity. Financial-reporting transparency and quality may improve. As the robotics business’s operating fundamentals continue to strengthen, the relevant results in AIxC’s and FFAI’s consolidated financial statements may also improve materially.
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Capital Value: FFR will provide a standalone platform to highlight and unlock the value of the robotics business, gradually reduce reliance on substantially dilutive financing, and seek to maximize stockholder value as soon as possible. At the FFAI level, the Company’s future valuation framework may comprise the value of the holding platform, newly incubated businesses and independently operated mature businesses, providing greater clarity in its valuation structure. Future funding needs of the robotics business are expected to be addressed primarily through AIxC’s independent platform, potentially reducing financing pressure and equity dilution at FFAI. Through its ownership interest in AIxC, FFAI may continue to participate in the robotics business’s potential value appreciation while reinforcing the holding platform’s business-incubation and value-creation capabilities.
FFAI to Operate Under a Model Inspired by Berkshire Hathaway and Alphabet, With Further Strategic Upgrades to Be Announced Soon
Following this strategic upgrade, FFAI plans to operate under a model inspired by Berkshire Hathaway and Alphabet and announce further strategic-upgrade initiatives in the near term.
The parties are advancing the execution of definitive agreements, financing arrangements and transaction closing in an orderly manner. According to FFR, it plans to announce more next-phase strategy and business plan upon completion of the transaction.
At the signing of the definitive agreements, FFAI and FFR plan to enter into an Investor Rights Agreement setting forth governance arrangements agreed by the parties, including rights to nominate members of FFR’s Board of Directors. These arrangements are expected to be like the governance arrangements between FFGP and FFAI.
“Through this strategic upgrade, FF has the opportunity to once again become a driving force in the transformation of the automotive industry,” said YT Jia, Founder and Global CEO of FF. “FFAI plans to combine its robotics business with AIxC to create an independently listed robotics company. FFAI will also unlock value through a more open and resilient approach. This marks a new beginning for both companies and an important step for EAI and Physical AI as they move from exploration to building an industry together and toward a major leap forward.”
The Company will host a conference call and webcast to discuss the proposed transaction, its strategic rationale, expected financial and operational benefits, and the Company’s long-term growth plans. Executives from both organizations will provide additional details regarding the transaction, followed by a question-and-answer session.
Date: September 29, 2026
Time: 8:30 a.m. ET/ 5:30 a.m. PT
Dial-In: 1-877-407-9716 or 1-201-493-6779
Participant Link: https://callme.viavid.com/viavid/?callme=true&passcode=13759533&h=true&info=company&r=true&B=6
Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Access ID: 13762866
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ABOUT FARADAY FUTURE
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ffai.com/
FORWARD LOOKING STATEMENTS
Important factors, that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; the ability of B2B preorder companies to locate customers to purchase our robotics products, on which their nonbinding preorders substantially depend; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; the ability of the Company to close its proposed transaction for the purchase of its robotics business by AIxC; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; the ability of the Company to evolve from a standalone EAI vehicle manufacturer into a shared-mobility operator; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; 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 Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026, and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.
CONTACTS:
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
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Exhibit 99.3
Sep. 2026 Leading the Future of America's Embodied AI Ecosystem 12 Years of Automotive Manufacturing Excellence, Now Powering Robotics. FF EAI Robot World FF EAI Robotics Ecosystem Inc.
Forward Looking Statements This presentation, including any investor materials or other document of which it forms a part (this "Communication"), contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding AIxCrypto Holdings, Inc. ("AIxCrypto," the "Company," "us," "our," or "we") and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as "may," "might," "will," "shall," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "goal," "objective," "seeks," "likely," or "continue," or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward- looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. AIxCrypto can give no assurance that such forward-looking statements or financial projections will prove to be correct. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to: The proposed transaction. The term sheet is non-binding and may not result in definitive agreements; the proposed transaction may not be approved by the Special Committee, the Board or applicable regulators, and may not be completed on the terms described or at all; the conditions to closing and the parties' ability to satisfy them; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution; the proposed special stock dividend and our ability to declare and pay it; the fact that the counterparty is our controlling stockholder and the conflicts of interest inherent in the transaction; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the proposed non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that we must satisfy initial listing requirements in connection with a change of control or change in the nature of our business; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated. Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially. Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause .including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders' equity, minimum bid price and other applicable standards. Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders. Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace. Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident. Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses. Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures. This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC's website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports. The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither AIxCrypto nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. AIxCrypto reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. No Offer or Solicitation This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
A G E N D A Contents 01 Company overview & investment highlights An EAI and physical AI company applying 12 years of automotive expertise to robotics, just before value is unlocked 02 Four-Core Full-Stack AI Ecosystem —— A unique source of competitive advantage in the industry The Four-Core Full-Stack AI Ecosystem evolution flywheel Product and technology innovations and distinctive advantages Business performance across the four cores and next steps FFR's core business model, powered by the Ecosystem Evolution Flywheel 03 One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities —— Core competitive advantages that set FFR apart from Tesla Core competitiveness grounded in natural evolution 04 User acquisition: channels × use cases × open ecosystem —— Accelerating global expansion A distinctive, highly competitive approach to building the user ecosystem 05 Built in USA + information security —— Strengthening U.S. companies' global industry competitiveness and brand credibility FCC and ICTS policy tailwinds create a competitive moat for FF Robotics 12 years of technology development position FF among the first to deliver robots at scale Policy support and manufacturing expertise create a strong competitive advantage. 06 Financial projections & valuation benchmarking Monthly sales hitting successive record highs in 2026; Quarterly operating cash flow projected to turn positive in Q3 2028 07 Appendix Agility analysis
01 FFR Overview: An Embodied AI Company, 12 Years of Automotive Capabilities Powering Robotics The first U.S. EAI robotics OEM to deliver humanoid and bionic robots, and No. 1 in shipments up to date ■Company profile FFR is a U.S. Embodied AI (EAI) robotics OEM building a Four-Core Full-Stack AI Ecosystem across, EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, EAI Data Factory. And It is the first U.S. company to deliver both humanoid and bionic robots, advancing the robotics industry's growth. Four-Core Full-Stack AI Ecosystem The only company in North America with an initial Four-Core Full-Stack AI Ecosystem, serving education, industry, security and commercial services. The delivery, data collection, brain evolution, capability improvement and deployment cycle supports commercialization at scale. One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities • One intelligent brain powers multiple robot form factors. • Multiple robot form factors serve diverse use cases. 12 years of automotive expertise FFR applies FF's 12 years of U.S. R&D, AI software, supply chain, manufacturing, quality, compliance, delivery and user operations to robotics. FFAI Group has invested approximately $4B, with 50% allocated to R&D. Built in USA program: building U.S. robotics manufacturing capabilities • U.S. assembly, with FF's own factory opening in 2026 • Hanford manufacturing facility • First EAI robot off the U.S. line in February 2027 Five-year targets • Top 3 among U.S. companies in global EAI device sales • Top 3 in industry ecosystem revenue Note: 2026E–2028E figures are forward-looking targets based on the company's business plan, not performance commitments. Actual results may differ. 12 Years · Invested ~$4.0B Automotive-grade R&D / manufacturing / supply-chain system (50% R&D) Today · Achieved 550+ units #1 in U.S. cumulative shipments · positive unit gross margin 2026E · Target $7.1M · 2,001 units Full-year revenue and shipment targets 2027E · Target $45.2M · 7,400 units Full-year revenue and shipment targets; first in-house line EAI robot in Feb 2027 2028E · Target Q3 Operation CF Positive Operating cash flow positive for the quarter · ~$150M to reach breakeven
01 Management Team: Deep EAI Industry Experience & FFAI Group Empowerment FF Robotics & FFAI Management Team YT Jia FFAI Founder & CEO Background • EAI ecosystem builder • Founder of LeEco ecosystem and FFAI • 26 years of industry experience Jerry Wang FFAI Executive Chairman AIXC CEO Background • FFAI founding team member, 2014–2026 (12 years) Andrew Grossman Head of Legal Background • Led legal, governance and strategy at AIxCrypto Holdings (incl. robotics business and corporate transformation) • Former General Counsel of Neon Machine • 20+ years as partner at WilmerHale and Paul Hastings (M&A, capital markets, technology & IP) Chris Chen FFR SVP, Business Development, Growth & Revenue Background • 20+ years in the automotive, technology and AI industries • Leads commercialization of the "Four Core Full Stack" strategy and Physical AI ecosystem building Terry Wang FFR SVP, Strategy, Business & Operations, Compliance & Risk Control Background • 20 years of strategic planning and operations experience at internet and EV companies • Former General Manager of LeEco PMO Hong Rao Head of EAI Brain & EAI R&D Background • Former VP of Connected Vehicle, Autonomous Driving & AI at FF • CTO of Borqs • Senior Director of Mobile Software Engineering at Motorola Aaron Ma Head of Industrial Productivity Solutions & Data Factory Background • 20+ years of automotive and smart device R&D experience • Former Head of Automotive R&D and VP of IAI Software R&D at FF • Previously at LeEco and Meizu Yongqiang Yang Head of Open Source & Developer Platform Background • 25 years of technology management and industry experience • CTO of LeTV • Co-founder and Chairman of LeCloud; pioneer of China's cloud video industry • Built China's first smart TV app store and open platform; multiple Chinese and U.S. patents Jim Gao Head of Device, Product & PLE Background • 15 years of product R&D in internet, consumer electronics and EVs • Held roles at Sina, iQIYI, LeTV and LeTV US • Led multiple products from 0 to 1, with user bases exceeding 100 million Jay Sheng AIXC President & CFO Background • 16+ years of cross-border management in Europe and the U.S.; operations and board governance expertise • Former GM of AVIC Beiqi North America and Acting GM of Europe • Former Independent Director & Audit Committee Chair at FF; INED & Audit Committee Chair at AIXC Max Ma Head of Supply Chain Background • Regional Key Account Manager, Mercedes-Benz Technology • Business Unit Manager, Altran Koti Meka FFAI CFO Background • Cost optimization, product development finance and corporate finance at Ford • 22 years of industry experience Todd Harrington FFAI General Counsel Background • 20+ years of legal leadership experience • General Counsel at several technology companies before joining FFAI • J.D., Loyola Law School; B.S. EE, CSU Long Beach; admitted in California and before the USPTO Tin Mok Head of Middle East Background • 15+ years of senior management in global consumer electronics • Part of FF's early founding team Jason Song Head of China Background • Co-founder and President of SiTech Electric Vehicle • Former VP of Strategic Cooperation at FF; led establishment of FF's China HQ in Huanggang, Hubei
01 Investment Highlights: The Entry Point Before Value Is Unlocked An opportunity to own a stake in a potential top-three robotics ecosystem among U.S. Nasdaq-listed companies, supported by strategic, business and capital-markets advantages 01 Strategic advantages Built in USA Twelve years of automotive-grade capabilities position FFR among the first companies to deliver robots at scale. 02 Business advantages No. 1 in device shipments · 550+ units Cumulative shipments through August 2026; the first U.S. company to deliver humanoid and bionic robots, the leading U.S. robotics OEM by shipments, and No. 1 in device sales. The first U.S. EAI robotics education industry solution A profitable, closed-loop Data Factory business 03 Capital-markets advantages Investment scarcity Nasdaq offers few pure-play robotics investments. FFR is currently the only humanoid and bionic robotics company among them delivering at scale with positive contribution margin per unit. Value not yet unlocked A substantial portion of the robotics business's value remains unrecognized. Important Notice: This material is intended solely for certain eligible investors and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offering will be made only through definitive transaction documents and solely to eligible investors under applicable exemptions from U.S. securities laws. The securities have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption. The timelines, transaction structure, valuation and listing arrangements herein are preliminary estimates and forward-looking statements, subject to market conditions, due diligence, board and shareholder approvals, and SEC, Nasdaq and other regulatory reviews. Actual outcomes may differ materially; no commitment or guarantee is made. Neither the SEC nor any state securities regulator has approved or disapproved the securities or determined the accuracy or completeness of this material. Investment involves substantial risks, including limited liquidity and loss of principal. Investors should consult their own legal, tax and financial advisers. North America's only "four-core" ecosystem EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory evolve through a continuous delivery, data collection, brain evolution, capability improvement and deployment cycle. One brain already covers the complete Robot World RoboShare (RaaS) lowers the adoption barrier, drives scaled deployment, and generates recurring service and asset-operating revenue. One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities One intelligent brain powers multiple robot form factors; multiple robot form factors serve diverse use cases.
02 Four-Core Full-Stack AI Ecosystem: FFR's Ecosystem Evolution Flywheel ■Four-Core Full-Stack AI Ecosystem FFR's robotics business model combines EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Each core operates independently while reinforcing the others through a flywheel that maximizes business value. ■Internal flywheel Data and capabilities circulate across the four cores: more devices → more data → a stronger brain → more deployments → more sales. ■External flywheel Opening all four cores builds a developer ecosystem around a reciprocal customer– supplier model. Partners buy FFR devices to develop skills, solutions and components. FFR purchases and integrates their capabilities, expanding the ecosystem and increasing device sales. Four-Core Full- Stack AI Robotics Ecosystem EAI Devices EAI Data Factory EAI Brain Developer Platform Industry Productivity Solutions Open device ecosystem FFR and partner brands serve the broader market Brain licensing and an open-source developer platform License EAI Brain capabilities to partners and attract developers Open Data Factory Data sales and training services for data collection and large language model companies Open Industry Productivity Solutions Open to solution providers and system integrators
02 Four-Core Full-Stack AI Ecosystem: Business Progress 02 EAI Devices 550+ units • Cumulative shipments with positive contribution margin per unit • 2026 target: 2,001 units; ~130,000 units over five years • Focus on education, industry, security and inspection 01 EAI Brain & Developer Platform 100% deployment 100 skills / 200 developers • Simulation motion-tracking success rate validates cross-form-factor compatibility • Core stack: AI interaction, VLA, manipulation and WBC • VLA fine-tuning on NVIDIA GR00T; SONIC advances WBC • Commercialization framework established: Soul Framework / Brain Blocks / SDK 03 Industry Productivity Solutions Year-end 2026 Across education, industry, security and commercial services, translate EAI capabilities into repeatable, deployable and scalable industry productivity solutions. 04 EAI Data Factory 2,100 hrs/month (Aug. 2026) → 20,000 hrs/month (year-end 2026) • Integrated collection → training → evaluation → deployment → continual learning cycle • 50,000 hours of real-world data targeted for the year, building a lasting competitive advantage • Data business revenue exceeds $400,000
02 Four-Core Full-Stack AI Ecosystem: EAI Brain & Developer Platform Key takeaway The EAI Brain is FFR's proprietary software stack, with a four-layer architecture spanning skill applications to system support. Built on the NVIDIA ecosystem, it serves general users and professional developers through an open-source, open platform. EAI Brain · proprietary intelligence Open source and open platform Users L1 Skill application layer L2 Understanding · orchestration · execution layer L3 System support layer Skill application layer (open ecosystem) Open-source platform Aggregation architecture General users & developers Professional developers Built on the NVIDIA ecosystem · Isaac / GPU compute / simulation Demonstrated core capabilities Perception & 3D scanning High-precision point-cloud mapping and environment understanding Motion capture · simulation · S2R Motion capture → retargeting → simulation training → real-robot policies Integrated security & inspection solution Visible-light / thermal multimodal inspection with centralized control Whole-body control (WBC) Coordinated whole-body control and real-time gait generation
01 Brain Blocks programming Block-based programming platform · Full path from Blocks to ROS 2 · No-code deployment across robot models · Natural-language Vibe Coding 02 EAI Souls engine A robot "soul" and personality engine · Customizable character, voice and knowledge bases · More personalized companionship 03 Create Studio (beta) Video-to-motion creation tool · Upload a video to generate robot movements · Enables students and creators to produce robot content 04 SDK / API development kit Local tools for professional developers · Pre-deployment simulation testing · One- click deployment to physical robots 05 Developer portal A unified developer portal · For young developers, educators, creators, engineers and researchers · Develop, test, publish and manage Agent Skills end to end 06 Youth skills store A marketplace for student-created Agent Skills · Students publish projects and build portfolios · Peers and teachers discover, test and share 02 Developer Platform: An Open Ecosystem Accelerating Deployment
02 Four-Core Full-Stack AI Ecosystem: EAI Devices Three form factors, five series, 11 models: humanoids, quadrupeds and mobile manipulators Humanoid Futurist Flagship full-size humanoid 51 DOF · 172 cm/55 kg · Thor platform · 3D LiDAR · Education/research/industrial training From $89,900 Master Mid-size athletic humanoid 131 cm/39 kg · 31 DOF · Orin platform · 50+ languages/30+ expressions · Guided tours and shows From $29,990 Master Mini Compact humanoid 100 cm/20 kg · Pro/Ultra From $9,990 Nova Entry-level miniature humanoid Under 50 cm · Home companionship Pricing TBA Quadruped Navi Foundational learning quadruped 8 kg weight · 3D-printed/DIY · Visual programming · STEM education/home companionship $1,990 Aegis Professional quadruped 10 kg payload · Quadruped or four-wheel · 30° slope/35 cm obstacle · 5.5 m/s · Education/security & inspection From $3,990 Aegis Ultra-W Lightweight professional wheel-legged quadruped ~22 kg · 5.5 m/s · 65 cm obstacle · Security/companionship From $12,990 Aegis Mega A Mid-size industrial wheel-legged quadruped 50 kg payload · 25 cm steps/80 cm obstacle · Security/inspection $74,990 Aegis Mega D Mid-size industrial wheel-legged quadruped Dual hot-swap batteries, 5 h · Multi-payload modules $74,990 Aegis Hyper Large industrial quadruped All-weather · Thermal imaging/gas detection/3D scanning $137,900 Mobile manipulator Faber Mobile manipulator 5 kg payload per arm · 7 DOF · Height-adjustable body · 2 m/s · Dual LiDAR · Thor computing · Autonomous charging — production, sorting and data capture Contact sales for pricing One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities — the broadest EAI device portfolio by form factor in the U.S. market, spanning education, industrial application, security & inspection, and entertainment.
Education A learning platform for K–12 and research All six series & Navi Industry Manufacturing, logistics and material handling Security / inspection Patrol, monitoring and industrial inspection Faber Aegis Commercial services Reception, guided tours, entertainment and services All six series Four-Core Full-Stack AI Ecosystem: Industry Productivity Solutions & Developer Platform — Four Core Use Cases
Proprietary Data OS · Centralized + decentralized · Four data types · High-margin revenue with repeat purchases Business model — centralized + decentralized Centralized data factory 1,000 m² · 50+ devices · 6 real-world environments 01 Simulation + egocentric capture Proprietary full-stack software; high-quality foundation-model training data 02 Egocentric data capture Real-world capture at LA HQ; first supermarket-shelf environment deployed 03 Teleoperation data Motion-data commercialization underway; first order signed in May 2026 Decentralized data factory Accessible distributed collection · Real-world feedback loop 01 Integrated with EAI Devices Every deployed device feeds data back to the brain 02 First autonomous collection robot First humanoid for autonomous data collection delivered Technology — four data types → one pipeline ▸Human video First- and third-person multimodal capture → manipulation trajectories ▸Teleoperation Centralized factory; 50+ devices across 6 environments → motion data ▸Autonomous operation Decentralized real-world operations → continuous feedback ▸Simulation Isaac Sim / MuJoCo; long-tail and high-risk scenarios → synthetic trajectories Output: standardized LeRobot trajectories; cross-form-factor compatibility Post-processing pipeline ① Preprocessing and alignment Multimodal time alignment · denoising · sequence segmentation · sensor calibration ② Extraction and retargeting Skeleton/keypoint extraction · Retargeting · Motion label generation ③ Annotation, cleaning and validation Automated annotation · human QA · model-based validation · dataset construction Data platform and revenue milestones ▸Data marketplace On-demand search across four data types for external buyers ▸Decentralized contributors Crowdsourced collection · privacy · incentives ▸Annotation and orchestration Scaled annotation · quality control · workflow orchestration ▸Quality dashboard KPI monitoring · Dataset versioning · Compliance governance ▸Infrastructure Centralized factory + decentralized network + Isaac Sim / MuJoCo; data lake and training compute Three commercial milestones — August 2026 01 First sales order EAI Data Factory signs its first sales order - concept turns into revenue. Data business revenue exceeds $400,000. 02 End-to-end commercial validation Data monetization validated: collection → processing → delivery → revenue. 03 Accelerating the flywheel Device → data → brain flywheel now self-reinforcing "Data is no longer just a cost. It generates revenue with clear pricing, high margins and repeat purchases." The EAI Data Factory closes the loop: proprietary Data OS · real-world collection · AI-driven pipeline · scalable, high-margin data revenue. 02 Four-Core Full-Stack AI Ecosystem: EAI Data Factory
Futurist Master Master Mini Compact humanoid for education, research and competition. Nova Entry-level humanoid to start your embodied AI learning journey. Faber Aegis Navi Aegis Ultra-W Pro lightweight wheel- legged quadruped for security patrol and home companionship. Aegis Mega A Mid-size industrial wheeled-legged quadruped with 50 kg payload for complex- terrain operations. Aegis Mega D Mid-size industrial wheel- legged quadruped with a single-chassis, multi- payload module design. Aegis Hyper Large industrial quadruped for all- weather autonomous inspection. 03 One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities: Robot World Full-size professional humanoid for industrial and professional applications. Mid-size athletic humanoid for competition, education and companionship. Mobile manipulator for industrial automation and commercial services. Professional EAI quadruped for inspection and industry applications. A Foundational AI learning quadruped for the next generation of AI developers.
03 One Brain, Multiple Forms vs. One Form, Multiple Capabilities: FFR vs. Tesla/Figure FFR's "One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities" approach underpins a platform-based EAI ecosystem, with advantages across form-factor coverage, use-case adaptability, and ecosystem openness. Tesla/Figure focus on a single humanoid form factor, with an emphasis on production at scale. FFR: One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities One unified EAI Brain powers multiple robot form factors. Form factors: N+ FFR Brain Unified Embodied AI Humanoid robots Quadruped robots Mobile manipulators Tesla Optimus/Figure 03: One Form, Multiple Capabilities A single general-purpose humanoid, designed for production at scale Form factors: 1 Optimus/Figure 03 Brain Optimized for a Single Form Factor Humanoid Robot Optimus (the only device) New form factors require additional hardware development • Platform vs. single product: A unified EAI Brain powers humanoid, quadruped and other robot form factors. New form factors reuse the same brain at low incremental development cost. Tesla's capabilities are constrained by its single humanoid form factor. • Multiple forms, multiple capabilities: Multiple robot form factors improve adaptability across use cases and data collection efficiency. A single form factor draws on a comparatively limited range of real-world data sources. • Ecosystem openness: FFR offers open-source solutions and a developer platform, attracting third parties to help build the ecosystem. Tesla's development is proprietary and closed, with strengths in production at scale but more limited external ecosystem participation.
04 Customer Acquisition: Channels × Use Cases × Open Ecosystem Sales channels, four core use cases and an open ecosystem jointly accelerate customer acquisition and global expansion ①Sales channels: reach and convert customers through 5+1+1 FF PAR B2B PAR partners / integrators and equity participation B2B sales B2B Direct enterprise sales; solutions and ROI Marcom B2C Livestream commerce and demand generation Community B2C Community and word-of- mouth conversion E-commerce B2C Direct website and e- commerce sales M³ Across all channels Mentor-Mentee ecosystem RoboShare RaaS rental Online rental delivering immediate value ②Four core use cases: reach and adoption ③Open partnerships: joint development Education A learning platform from K–12 to research All six series & Navi Security / inspection Patrol, monitoring and industrial inspection Aegis Industrial Applications Manufacturing, logistics and material handling Faber Commercial services Shows, interaction and commercial performances All six series User acquisition Industry productivity solutions Solutions for vertical industry use cases Developer Platform 1+6+N ecosystem Data Data asset operations Services Delivery and maintenance 5+1+1 sales channels × four core use cases × open ecosystem = three models working together to drive customer growth
Management views the new policy as supporting U.S. EAI robotics rather than eliminating the category: a place-of-production standard excludes foreign-made finished robots and encourages domestic manufacturing. For FFR, this is a policy-driven reshaping of the landscape — with FFR on the benefiting side. Policy interpretation Core rationale: block foreign-made products, not the industry Current: finished robots blocked — the test is production location Products failing the "domestic end product" standard cannot obtain FCC authorization for import, marketing or sale — the test is production location, not nationality. Pending: components tighten in stages; U.S. assembly is the runway Component policy is expected to tighten in stages; "imported components + U.S. final assembly" provides a transition runway — early movers hold the advantage. Outlook: ICTS likely extends to robotics — a second layer atop FCC ICTS is likely to extend to robotics, adding foreign-adversary thresholds on top of the FCC's production-location test — a dual layer of constraints. Net effect: products blocked, regulation layering — U.S. entry barriers keep rising Regulation-driven competitive advantages for FFR 1.1 Compliance and localization hurdles deter new entrants 1.2 Overseas EAI players face rising regulatory uncertainty 1.3 FFR's U.S. platform gains supplier choice and pricing power 1.4 Scarcer compliant supply strengthens FFR's channel position 1.5 Compliant U.S. supply is scarce — FFR is the long-term partner 1.6 While rivals stall, FFR compounds channels, scenarios and data U.S. entry for Chinese supply-chain partners: the policy encourages U.S. component manufacturing; FF's bridge model offers partners a compliant entry route. If components also tighten? Phased buffers + multi-sourcing + priority localization of high- value parts + in-house Faber production. A blanket ban would contradict reshoring goals and hurt the whole industry — considered unlikely. Risk Disclosure: this slide includes policy interpretations and forward-looking estimates (component tightening pace; ICTS extension to robotics); neither is guaranteed. Formal component cost determinations, Conditional Approval and ICTS compliance assessments should be verified by trade / FCC counsel. Sources: FCC DA 26-786 (Jul. 28, 2026) · 48 CFR §25.101(a) · BIS Connected Vehicle ICTS Final Rule. Protecting U.S. companies and industrial competitiveness. A blanket ban is unlikely — it would equally harm Tesla Optimus, Figure and FF, contrary to Washington's intent. The rules block "foreign-made finished products" and support "Built in USA." 05 Built in USA + Information Security: FFR's FCC & ICTS Competitive Moat
Built in USA roadmap: factory opening in 2026, first new product in February 2027 Phase 1 Core capabilities · through July 2026 Initial development of three cores: 1. EAI Brain and Developer Platform 2. Industry Productivity Solutions 3. EAI Data Factory U.S. manufacturing site assessment and planning underway, including Hanford. During 2026 Robotics factory begins operations Phase 2 Assembled in USA · 2026.8 – 2027.2 Accelerate U.S. assembly of EAI devices and related components. Robotics factory opens in 2026, with the first new EAI device off the line in February 2027. February 2027 First new EAI device off the line Phase 3 Complete "Built in USA" · target Q4 2028 U.S. manufacturing of EAI devices, related components and key components that advance the industry. 3–5 Models / year New models launched and manufactured in the U.S. annually 05 Built in USA: 12 Years of Technology Development Position FFR Among the First to Deliver at Scale
06 Financials & Valuation: Monthly Sales at Record Highs in 2026; Quarterly Operating Cash Flow Turns Positive in Q3 2028 Actual shipments (monthly) → 5-year plan (annual): Units (bars) × Gross margin (line) + Revenue ACTUAL 2026 monthly shipments (units) 22 46 69 105 152 158 Mar Apr May Jun Jul Aug 552 units Mar–Aug cumulative · new high every month Actual financials Revenue GM 4Q25A $0 n/a* 1H26A $1.14M 31% PLAN 5-year plan: units, gross margin & revenue 10% 31% 44% 49% 54% Gross margin (line) Units (bars) Revenue CAGR ~250% 2026E 2027E 2028E 2029E 2030E Revenue ($M) 7.1 45.2 258.9 604.7 1,064.2 Units 2,001 7,400 24,125 40,250 60,000 Gross margin 10% 31% 44% 49% 54% 134K units 5-yr cumulative units (2026E–2030E) 150× Revenue growth 2026E → 2030E $1.06B 2030E revenue +$361M 2030E EBITDA Q3 2028 Quarterly operating cash flow turns positive GM 10% → 54%: entry-level education models first (positive unit margin) → richer product mix, ecosystem & software reaching 49% of revenue → growing recurring revenue per installed robot + scale cost-down and capacity ramp * No revenue in 4Q25 (opex $0.90M), so no GM. Actuals from the Robotics Business carve-out combined financial statements (as of 6/30/2026, unaudited); no quarterly split, hence 4Q25 and 1H26 shown. Monthly shipments per internal data. PROPRIETARY AND CONFIDENTIAL
Revenue grows 150x in five years, with ecosystem and software reaching 49% Revenue mix · device sales × ecosystem and software ($M) EBITDA turns positive in 2028, reaching +$361M in 2030E; gross margin rises from 10% to 54% EBITDA and Net Income ($M) Peak cumulative funding need of ~$150M (Q3 2028); five-year CapEx of $98M Cumulative funding need · operating basis, before financing ($M) Quarterly operating cash flow turns positive in Q3 2028; FY2028 reaches +$1.8M Quarterly operating cash flow · Q1 2027 – Q4 2028 ($M) 06 Financial Projections: Five-Year Financial Overview
06 Valuation Benchmarking: FF Robotics at $200M vs. Peers 2027E P/S = market cap ÷ 2027E consensus revenue (FactSet / Capital IQ) · U.S. split into "Specialized Robotics" and "Embodied AI Robotics" Greater China listings · embodied AI / collaborative robots + FFR Unitree Mkt cap $32.9B · 27E revenue $791M · STAR Market 2026 41.6x Dobot Mkt cap $1.2B · 27E revenue $161M · HKEX 2024 7.6X · mkt cap $1.2B UBTech Mkt cap $5.1B · 27E revenue $901M · HKEX 2023 5.6X · mkt cap $5.1B FF Robotics $200M ÷ BP FY27E $45M 4.4x · Entry $0.2B Regional median 7.6x — FFR is below the median of all Greater China embodied AI peers Conclusion: FFR's 4.4x is below both peer-group medians; and in the U.S. market, the number of listed embodied AI robotics companies is 0 — Upon closing, FFR will be the first listed embodied AI robotics company in the U.S., commanding scarcity pricing. U.S. listings · embodied AI robotics (humanoid / quadruped) 0 There is currently no listed embodied AI robotics ecosystem company in the U.S. Upon closing, FFR becomes the first — at an entry multiple of just 4.4x (2027E P/S). U.S. listings · specialized robotics (warehousing / delivery / service / security) Symbotic Mkt cap $24.1B · 27E revenue $3,619M · Warehouse automation 6.7X · mkt cap $24.1B Serve Robotics Mkt cap $0.42B · 27E revenue $33M · Last-mile delivery 12.6X · mkt cap $0.42B Richtech Robotics Mkt cap $0.42B · 27E revenue $7M · Service robots 62.2x Micropolis AI Mkt cap $0.03B · 27E revenue $14M · Security 2.5X · mkt cap $0.03B Knightscope Mkt cap $0.03B · 27E revenue $39M · Security patrol 0.8X · mkt cap $0.03B Group median 6.7x / mean 17.0x — FFR's 4.4x remains below the group median Note: Market caps and 2027E revenue are FactSet / Capital IQ consensus and market data (snapshot as of 2026-09-05; to be refreshed before release). The two panels use different x-axis scales. FFR's multiple is based on the $200M contribution price ÷ BP v10.0 FY2027E revenue of $45M. Private references: Figure AI ~$39B, Apptronik >$5.5B, Agility $2.5B (SPAC listing in progress; no revenue forecast). Illustrative only; not an offer of securities. Mkt cap $32.9B Mkt cap $0.42B
06 U.S. Peer Benchmarking: Significant Growth Potential for FFR FFR One-Brain Multi-Form Robot World Agility Robotics Single industrial humanoid: Digit Figure AI Single general-purpose humanoid: Helix The only investment combining deliveries, positive contribution margin and public-market liquidity Product form factors One Brain, Multiple Forms: 3 forms / 6 series / 25 models Single form factor: Digit (currently v4) Single general-purpose humanoid Use cases Education, industry, security / inspection and commercial services Warehouse logistics Logistics / manufacturing pilots Cumulative deliveries 550+ units; No. 1 in U.S. shipments Single-digit shipments; 9 pilot production lines - Product status Volume deliveries underway; first unit off FFR's U.S. line in Feb. 2027 v5 not yet in volume production (2026 launch planned) Figure 03 in small batches Ecosystem revenue First Data Factory order: $400K, delivered and recognized $300M+ lease contracts with a related party; 453,000 warrants, released against milestones - Latest revenue $1.52M cumulative (independent third-party customers) FY2025: $1.78M (64% related-party) - Margin / profit (actual) +30% positive contribution margin −151% gross margin ($2.7M gross loss) - Cash burn ~$150M cumulative funding to breakeven in 2028 2025 cash uses: $102M; going-concern uncertainty - Breakeven timing Q3 2028 (positive operating cash flow) Not disclosed - Listing / transaction Reverse merger: Q4 2026 SPAC (Churchill XI): expected Q4 2026–Q1 2027 Private; no S-1 filed Valuation ~$200M $2.5B pre-money (≈12.5× FFR) $39B (≈195× FFR) 2027E P/S 4.4× (contribution valuation) No revenue guidance; ≥~25× at implied full order capacity - Proposed financing $10–30M ~$620M ($420M trust + $200M PIPE) ~$1.9B raised privately to date ① Strategy ② Business ③ Financials ④ Capital Sources: Public filings and company investor materials: Agility Robotics Investor Presentation (June 24, 2026) and Form S-4 (FY2025 audited financials, Note 14); Figure AI's self-reported Financial Profile; FFR company data. Forward-looking figures are identified as in the sources. Illustrative only; not an offer of securities. 2027E P/S: FFR contribution valuation / BP FY2027E revenue of $45M; Figure self-reported 2027E revenue of $110M. Agility has no revenue forecast: ≥~25× is an implied lower bound using its order economics (1,000 units × ~$100K/unit/year), assuming all units are delivered and recognized for a full year. The actual multiple may be higher.
06 AIXC Cap Table Overview Source: AIXC Cap Table · Shares (USD) 21,108,884 Total Outstanding Common Stock Authorized 225,000,000 shares 579,518 Warrant Outstanding 601 Series A-2 Preferred Stock Authorized 15,000,000 shares 4,122 Series B Preferred Stock Authorized 15,000,000 shares Outstanding vs. Authorized Share Class Outstanding Authorized Utilization Common Stock 21,108,884 225,000,000 9.38% Warrants 579,518 — — Series A-2 Preferred 601 15,000,000 0.004% Series B Preferred 4,121.79 15,000,000 0.03% Unconverted Preferred → As-Converted Common Preferred Class Unconverted As-Converted Common Stock Series A-2 601 267,587 Series B 4,121.79 1,835,170 Total 4,722.79 2,102,757 Conversion price is $2.246 for both series (Stated Value $1,000/share). Already-converted preferred is excluded — its common shares are already reflected in the outstanding common stock balance. As Converted Total Outstanding Shares≈ 23,791,159 = Common Stock 21,108,884 (incl. historically converted preferred, not double-counted) + Warrants as exercised 579,518 + as-converted common from unconverted Series A-2/B 2,102,757.
Appendix Agility Robotics: $2.5B Valuation Prices In Long-Term Scale Business scale: still early-stage ■Current revenue Nearly pre-revenue; offering materials present cash uses without a separate revenue line ■2025 cash uses $102M (opex $111M = SG&A $37M + R&D $74M) ■Flagship product Digit v5 launch planned for 2026, before volume delivery; current deployments use v4 ■Commercial deployment 9 customer production lines; 65,000 cumulative operating hours ■Order backlog $300M+ (1,000 v5 units / 3-year RaaS / milestone-linked; not current revenue) ■Equity raised to date >$390M since inception Valuation: already elevated $2.5B pre-money equity value Implied valuation multiple (basis) Multiple Valuation / current revenue Pre-revenue; no material current revenue n.m. Valuation / $300M+ backlog Multi-year and milestone-linked, not annual revenue ~8x Valuation / ~$100M potential annual revenue 1,000 units × ~$100K/unit/year, assuming full delivery ~25x Valuation / $390M equity raised Step-up since inception ~6x Valuation / $102M cash uses in 2025 Current cash burn ~24x Share price: nearly doubled after announcement, then declined CCXI daily close, June 25–Sept. 11, 2026 ■Before announcement: near the ~$10 trust floor ■Peak: ~90% gain; intraday high of $19.69 ■Sept. 11: $12.41, down 35% from peak, still 24% above the floor Key takeaway The $2.5B valuation largely reflects a long-term 10,000+ unit deployment scenario, versus 9 deployments, minimal revenue and an unlaunched flagship today. Shares have fallen 35% from their closing peak but retain a ~24% premium to the trust floor, indicating continued demand for scarce publicly traded humanoid robotics investments. Sources: Agility Robotics Investor Presentation (June 24, 2026) and Form S-4. CCXI daily closing prices: stockanalysis.com, through Sept. 11, 2026. Illustrative only; not investment advice or an offer of securities. 6/24 merger announced Closing peak $19.10 (intraday $19.69) Mid-July S-4 filing (FY2025 financials) $12.41 (9/11) 35% below peak SPAC trust floor: $10.00 Jul Aug Sep
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