Faraday Future replaces auditor after going concern audit warning

Faraday Future Intelligent Electric Inc. has replaced its independent auditor, terminating Macias Gini & O’Connell LLP (MGO) and appointing HTL International, LLC as its new independent registered public accounting firm, effective December 10, 2025.

Rhea-AI Filing Summary

Faraday Future Intelligent Electric Inc. has replaced its independent auditor, terminating Macias Gini & O’Connell LLP (MGO) and appointing HTL International, LLC as its new independent registered public accounting firm, effective December 10, 2025.

MGO’s audit report on the company’s financial statements for the year ended December 31, 2024 contained an emphasis-of-matter paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but otherwise was not modified. The company reports there were no disagreements or reportable events with MGO through December 10, 2025, and that it did not consult with HTL on accounting principles, potential audit opinions, or reportable matters before engaging the new firm.

Positive

• None.

Negative

• Going concern uncertainty: The prior auditor’s report on the year ended December 31, 2024 highlighted substantial doubt about Faraday Future Intelligent Electric Inc.’s ability to continue as a going concern.
• Auditor change: The company terminated Macias Gini & O’Connell LLP and appointed HTL International, LLC as its new independent registered public accounting firm, marking a significant shift in external oversight.

Insights

Accounting and audit specialist

Auditor change and a prior going concern emphasis point to heightened financial risk, even though no disagreements with the former auditor were reported.

Faraday Future Intelligent Electric Inc. ended its engagement with Macias Gini & O’Connell LLP and appointed HTL International, LLC as its new independent registered public accounting firm on December 10, 2025. Changing auditors is a significant governance event because the external auditor sign‑off underpins confidence in a company’s financial reporting.

MGO’s report on the financial statements for the year ended December 31, 2024 included an emphasis of a matter about substantial doubt regarding the company’s ability to continue as a going concern. A going concern emphasis signals that the auditor sees significant uncertainty about whether the company can meet its obligations over the foreseeable future, which is typically a major risk factor for equity holders and creditors.

The company states there were no disagreements and no reportable events with MGO through December 10, 2025, and that it did not consult with HTL on accounting principles, audit opinions, or contentious matters before the appointment. While the absence of reported disputes may ease concerns about conflicts with the former auditor, the combination of a going concern emphasis and an auditor transition keeps financial stability and future audit conclusions as central risk considerations.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Faraday Future Intelligent Electric Inc. (FFAI) disclose?

Faraday Future reported that its Audit Committee terminated Macias Gini & O’Connell LLP as its independent registered public accounting firm on December 10, 2025 and approved the engagement of HTL International, LLC as the new auditor.

What did the prior auditor say about Faraday Future’s ability to continue as a going concern?

Macias Gini & O’Connell LLP’s report on Faraday Future’s financial statements for the year ended December 31, 2024 included an emphasis-of-matter paragraph about substantial doubt regarding the company’s ability to continue as a going concern.

Did Faraday Future (FFAI) report any disagreements with its former auditor MGO?

The company states that during its two most recent fiscal years and through December 10, 2025, there were no disagreements with MGO on accounting principles, financial statement disclosure, or auditing scope or procedures, and no reportable events as defined in Regulation S‑K Item 304(a)(1)(v).

Did Faraday Future consult with new auditor HTL before the engagement?

Faraday Future reports that during its two most recent fiscal years and through December 10, 2025, neither it nor anyone on its behalf consulted with HTL on the application of accounting principles, potential audit opinions, or any matters involving disagreements or reportable events.

What exhibits accompanied Faraday Future’s disclosure about its auditor change?

The company filed Exhibit 16.1, a letter from Macias Gini & O’Connell LLP regarding the disclosures, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

1

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

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