false
0001805521
0001805521
2025-12-10
2025-12-10
0001805521
FFAI:ClassCommonStockParValue0.0001PerShareMember
2025-12-10
2025-12-10
0001805521
FFAI:RedeemableWarrantsExercisableForSharesOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2025-12-10
2025-12-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 10, 2025
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39395 |
|
84-4720320 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 18455 S. Figueroa Street |
|
|
| Gardena, CA |
|
90248 |
| (Address of principal executive offices) |
|
(Zip Code) |
(424) 276-7616
(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 |
| Class A common stock, par value $0.0001 per share |
|
FFAI |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
|
FFAIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On December 10, 2025, the Audit
Committee of the Board of Directors of Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State
of Delaware (the “Company”) terminated Macias Gini & O’Connell LLP (“MGO”) as the independent registered
public accounting firm of the Company.
The report of MGO on the financial
statements of the Company as of and for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting principles, but did contain an emphasis of a matter related
to substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s
two most recent fiscal years and the subsequent interim period through December 10, 2025, there were no disagreements with MGO on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of MGO, would have caused it to make reference to the subject matter of the disagreement(s) in connection
with its report. During the Company’s two most recent fiscal years and the subsequent interim period through December 10, 2025,
there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided MGO with
a copy of the foregoing disclosure and requested MGO to furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made therein. A copy of such letter furnished by MGO is filed as Exhibit 16.1 to this Form
8-K.
On December 10, 2025, the Company’s
Audit Committee approved the engagement of HTL International, LLC (“HTL”) as the Company’s new independent registered
public accounting firm.
During the Company’s
two most recent fiscal years and the subsequent interim period through December 10, 2025, neither the Company nor anyone on its behalf
consulted with HTL regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the
type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided
that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
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 |
| 16.1 |
|
Letter from Macias Gini & O’Connell LLP |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 12, 2025 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
2
