Faraday Future signs robotics sale agreement with FFR
The seller parties agreed not to dispose of 100% of the consideration for 18 months after closing without FFR special committee consent, subject to exceptions.
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Rhea-AI Filing Summary
Faraday Future Intelligent Electric Inc. (FFAI) signed a definitive agreement to sell its robotics business to FFR through its transfer to FF Robotics and FFR’s acquisition of that subsidiary. The Purchase Price is $200 million multiplied by one minus the ratio of shares issuable under outstanding FF Robotics options to FF Robotics shares outstanding on a fully diluted basis immediately before closing. FFR will issue 1,317,949 common shares and 65,427 non-voting convertible preferred shares to Smart Technology Holdings Ltd., the Cayman Seller; the as-converted share amount equals the Purchase Price divided by $2.246.
Before stockholder approval, FFR may not issue shares above its charter authorization or Nasdaq limits; preferred shares cannot convert until approval. FF Robotics options will be assumed and converted at a 0.89 exchange ratio. Closing conditions include regulatory approvals, internal restructuring and employment agreements with Yueting Jia and Jiawei Wang.
The A&R Lead Investor Agreement, effective upon closing and certain approvals, assigns FFAI’s Lead Investor rights to FF Global Partners LLC. A proxy from FFAI, Yueting Jia and Jiawei Wang, subject to Support Agreement obligations, is intended to give the entity more than 50% of FFR’s voting power. The transaction is related-party because FFAI controls FFR.
Filing Explained
If completed, FFGP can designate four of FFR’s seven directors; a concurrent financing of up to $30 million is not required for closing.
The sale agreement is signed but not closed; if completed, FF Global Partners LLC (FFGP) can designate four of FFR’s seven directors, giving it a board majority.
The agreement also gives FFGP the board chair and committee representation; its four-seat right lasts until the group’s ownership falls below
The parties agreed to cooperate in a concurrent private placement of up to
FFAI’s transition-services agreement, effective
Either party may terminate if the transaction has not closed on or before
8-K Event Classification
Key Figures
Key Terms
fully diluted basis financial
Purchaser Stock Price financial
controlled company regulatory
Transition Services Agreement financial
FAQ
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What is FFAI’s robotics business sale price and how will FFR pay?
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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):
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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)) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Faraday Future Intelligent Electric Inc.’s (the “Company”) Current Report on Form 8-K filed on September 28, 2026, on September 25, 2026, the Company entered into a non-binding term sheet with FFR or the sale of the Company’s robotics business (the “Robotics Business”). On October 12, 2026, the Company entered into a Transaction Agreement (the “Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company and subsidiary of the Company (the “Cayman Seller” and, together with the Company, the “Seller Parties”), FFR, FF EAI Robotics Inc., a California corporation wholly owned by the Cayman Seller (“FF Robotics”), and FFR Acquisition Sub LLC, a limited liability company formed under the laws of the state of Delaware and a wholly owned subsidiary of FFR (“Merger Sub”).
Pursuant to the Transaction Agreement, and prior to the closing of the transactions contemplated thereby (the “Closing”), the Seller Parties and FF Robotics will complete an internal restructuring pursuant to which the Robotics Business, and all assets, intellectual property, data, contracts, employees and liabilities related thereto, will be contributed to FF Robotics and its subsidiaries. At the Closing, FFR will acquire from the Cayman Seller all of the issued and outstanding shares of FF Robotics (the “Equity Exchange”) and, immediately thereafter, FF Robotics will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of FFR (the “Merger” and, together with the Equity Exchange and the other transactions contemplated by the Transaction Agreement, the “Transactions”). The parties intend that the Equity Exchange and the Merger, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Consideration. The aggregate consideration payable by FFR (the “Purchase Price”) will be $200,000,000, multiplied by one minus the quotient of (i) the number of shares of FF Robotics common stock issuable upon exercise of outstanding options to purchase shares of FF Robotics common stock (the “FF Robotics Options”) divided by (ii) the aggregate number of shares of FF Robotics common stock outstanding immediately prior to the Closing, calculated on a fully diluted basis. At the Closing, FFR will issue to the Cayman Seller 1,317,949 shares of common stock of FFR, par value $0.001 per share (“FFR Common Stock”), and 65,427 shares of a newly designated series of non-voting convertible preferred stock of FFR, par value $0.001 per share (“FFR Preferred Stock” and, together with such FFR Common Stock, the “Purchaser Stock Consideration”), with the aggregate number of shares of FFR Common Stock represented by the Purchaser Stock Consideration, on an as-converted basis, equal to the Purchase Price divided by $2.246 (the “Purchaser Stock Price”). Each share of FFR Preferred Stock will be convertible into one share of FFR Common Stock and will carry no discount, interest, preferential dividend, redemption right or other special economic rights. At the effective time of the Merger, each outstanding FF Robotics Option will be assumed by FFR and converted into an option to purchase FFR Common Stock at an exchange ratio of 0.89, on the same vesting and other terms, and FFR has agreed to file a registration statement on Form S-8 covering the shares of FFR Common Stock issuable upon exercise of such assumed options.
Nasdaq Limitations; FFR Stockholder Approval. No FFR Common Stock or FFR Preferred Stock will be issued in excess of the amount authorized by FFR’s certificate of incorporation or the maximum amount permitted without stockholder approval under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), and no FFR Preferred Stock will be convertible into FFR Common Stock, and no voting rights arising from such conversion may be exercised, unless and until FFR’s stockholders approve the issuance of the Purchaser Stock Consideration and the FFR Common Stock issuable upon conversion of the FFR Preferred Stock, and any related amendment to FFR’s certificate of incorporation (the “FFR Stockholder Approval”). FFR has agreed to file a proxy statement and to call and hold a special meeting of its stockholders to seek the FFR Stockholder Approval as promptly as practicable following the Closing.
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Representations, Warranties and Covenants. The Transaction Agreement contains customary representations and warranties of the Seller Parties regarding themselves and FF Robotics and its subsidiaries, and of FFR. The Transaction Agreement also contains customary covenants, including, among others, covenants of the Seller Parties to cause FF Robotics to operate in the ordinary course of business prior to the Closing, to deliver PCAOB-audited financial statements of the Robotics Business, and not to solicit or negotiate alternative acquisition proposals. In addition, for two years following the Closing, the Seller Parties have agreed not to engage in, or solicit employees or customers in connection with, any business competitive with the Robotics Business, subject to exceptions for the Company’s electric vehicle business and related activities that do not involve robotics. FFR has agreed, upon request made after the first anniversary of the Closing, to file a resale registration statement covering the FFR Common Stock issued as, or issuable upon conversion of, the Purchaser Stock Consideration. The parties have also agreed to cooperate in a concurrent private placement of FFR equity securities for gross proceeds of up to $30,000,000, although the Closing is not conditioned on such financing.
Indemnification. From and after the Closing, the Seller Parties have agreed to jointly and severally indemnify FFR and its affiliates for breaches of the Seller Parties’ representations, warranties and covenants and for pre-Closing taxes, subject to the survival periods and caps specified in the Transaction Agreement. At FFR’s election, indemnification amounts owed by the Seller Parties may be satisfied by the surrender of shares of FFR Common Stock or FFR Preferred Stock. FFR has agreed to indemnify the Seller Parties for breaches of FFR’s representations, warranties and covenants, subject to the caps in the Transaction Agreement.
Conditions to Closing. The obligations of the parties to consummate the Transactions are subject to customary conditions, including the accuracy of representations and warranties, performance of covenants, receipt of required regulatory approvals and consents, the absence of any legal restraint, the absence of a material adverse effect on FF Robotics or FFR, as applicable, completion of the internal restructuring, execution of the ancillary transaction documents, and entry by Yueting Jia and Jiawei Wang into employment agreements with FF Robotics.
Termination. The Transaction Agreement may be terminated prior to the Closing by mutual written consent of FFR (with the approval of the special committee of independent directors of the board of directors of FFR (the “FFR Special Committee”)) and the Company (with the approval of the special committee of independent and disinterested directors of the Company’s board of directors (the “Company Special Committee”)), by either FFR or the Company upon an uncured material breach by the other party, if the Closing has not occurred on or before December 31, 2026, or if a final, non-appealable order prohibits the Transactions.
Approvals. The Transaction Agreement and the Transactions were approved by the Company’s board of directors upon the recommendation of the Company Special Committee, and by FFR’s board of directors upon the recommendation of the FFR Special Committee, following receipt by the FFR Special Committee of a fairness opinion from its financial advisor. Because FFR is controlled by the Company, the Transactions constitute related-party transactions.
Amended and Restated Lead Investor Agreement
Concurrently with the execution of the Transaction Agreement, the Company entered into an Amended and Restated Lead Investor Agreement (the “A&R Lead Investor Agreement”) with FFR, FF Global Partners LLC (“FFGP”), Yueting Jia and Jiawei Wang, which amends and restates the Lead Investor Agreement, dated September 19, 2025, between the Company and FFR. Pursuant to the A&R Lead Investor Agreement, the Company assigns to FFGP its rights as “Lead Investor” thereunder, and each of the Company, Mr. Jia and Mr. Wang grants FFGP an irrevocable proxy to vote all of its or his shares of FFR capital stock, such that FFGP will hold more than 50% of the voting power for the election of FFR’s directors and FFR will qualify as a “controlled company” under Nasdaq rules. The proxy is subject to any voting obligations under the Support Agreement (as defined below).
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The A&R Lead Investor Agreement fixes the size of FFR’s board of directors at seven directors and grants FFGP the right to designate four directors, constituting a majority of the board, and the chairperson of the board, until the group members have ceased to beneficially own at least 25% of the shares of FFR Common Stock beneficially owned by the Company as of the signing date for 365 consecutive days, and thereafter a proportional number of directors (but not less than one). The A&R Lead Investor Agreement also provides FFGP with, among other things, committee representation rights, approval rights over the appointment and removal of FFR’s chairperson and chief executive officer, consent rights over certain dilutive or Nasdaq Listing Rule 5635-triggering issuances and other specified actions, participation rights in future financings and a top-up right to maintain the group’s voting percentage. The A&R Lead Investor Agreement will become effective upon the Closing and certain approvals and will terminate automatically if the Closing has not occurred within 180 days after its signing date, in which case the original Lead Investor Agreement will continue in effect with the Company as Lead Investor.
Support Agreement
Concurrently with the execution of the Transaction Agreement, the Company, Mr. Jia and Mr. Wang entered into a Support Agreement with FFR (the “Support Agreement”), pursuant to which each such stockholder agreed to vote, or act by written consent with respect to, all shares of FFR capital stock beneficially owned by it or him in favor of the proposals constituting the FFR Stockholder Approval and against any competing or inconsistent proposal, and not to transfer such shares, subject to limited exceptions. The Support Agreement terminates upon the earlier of receipt of the FFR Stockholder Approval and the termination of the Transaction Agreement.
Transition Services Agreement
In connection with the Transaction Agreement, the Company entered into a Transition Services Agreement with FF Robotics, effective as of October 1, 2026 (the “Transition Services Agreement”), pursuant to which the Company will provide to FF Robotics, from time to time, services in support of the Robotics Business as set forth in one or more statements of work issued by FF Robotics and accepted in writing by the Company. The Transition Services Agreement also governs services that the Company has provided to the Robotics Business since October 1, 2026 in anticipation of the Transactions. The services may be provided globally, including in the United States, China and the Middle East, and may be provided by the Company’s affiliates or through their employees, contractors or designated partners.
Fees for the services will equal the Company’s actual, direct and documented costs of providing the services, without markup, and will be invoiced monthly in arrears and payable within 30 days after receipt. No fees are payable before the date of the Transaction Agreement. FF Robotics is responsible for all taxes applicable to the services, other than taxes on the Company’s income.
Lock-up Agreement
In connection with the Transaction Agreement, each of the Seller Parties will enter into a lock-up agreement with FFR, effective as of the Closing (the “Lock-up Agreement”), pursuant to which, without the prior written consent of the FFR Special Committee, it will not, for a period of 18 months following the Closing, offer, sell, pledge, hedge or otherwise dispose of 100% of the Purchaser Stock Consideration, including any FFR Common Stock issuable upon conversion of the FFR Preferred Stock, subject to customary exceptions, including bona fide pledges in financing transactions. The Lock-up Agreement will terminate automatically upon the termination of the Transaction Agreement.
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The Transaction Agreement, the form of Lock-up Agreement, the Support Agreement, the A&R Lead Investor Agreement, the Transition Services Agreement and certain other transaction documents have been attached as exhibits to this Current Report on Form 8-K to provide information regarding their terms. They are not intended to provide any other factual information about the parties to the transaction documents or any of their respective affiliates. The representations, warranties and covenants contained in the transaction documents were made only for the purposes of such transaction documents and as of specified dates, were solely for the benefit of the parties to such transaction documents and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the transaction documents instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to securityholders. Securityholders are not third-party beneficiaries under the transaction documents. Accordingly, they should not rely on the representations, warranties and covenants contained in the transaction documents or any descriptions thereof as characterizations of the actual state of facts or condition of any of the parties or any of their respective affiliates.
The foregoing summaries of the Transaction Agreement, the form of Lock-up Agreement, the Support Agreement, the A&R Lead Investor Agreement, and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibits 2.1, 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and each of which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 14, 2026, the Company issued a press release with respect to the Transactions. A copy of such press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
On October 14, 2026, Jiawei Wang, the Global Executive Chairman of the Company, gave a presentation on behalf of both the Company and FFR to certain investors regarding the Transactions. The slide deck in connection with such presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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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 | |
| 2.1* | Transaction Agreement, dated as of October 12, 2026, by and among Faraday Future Intelligent Electric Inc., Smart Technology Holdings Ltd., FF EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC and FF EAI Robotics Inc. | |
| 10.1 | Form of Lock-up Agreement | |
| 10.2* | Support Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang | |
| 10.3* | Amended and Restated Lead Investor Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., FF Global Partners LLC, Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang | |
| 10.4* | Transition Services Agreement, effective as of October 1, 2026, by and between Faraday Future Intelligent Electric Inc. and FF EAI Robotics Inc. | |
| 99.1 | Press Release, dated October 14, 2026. | |
| 99.2 | Investor Presentation Slide Deck | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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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: October 14, 2026 | By: | /s/ Koti Meka |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Faraday
Future Announces that it has Signed a Definitive Agreement with FFR to
Combine FFAI’s Full Robotics Business at Approx. $200 Million Valuation and $2.246
Per Share, Representing Approximately 50 Percent Premium
| ● | Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“FFAI”) and FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (formerly AIxCrypto Holdings, Inc. and AIXC) (“FFR”) signed definitive agreements on October 12, 2026, for FFR to acquire FFAI’s robotics assets and business in an all-stock transaction. |
| ● | FFR to become the First U.S.-Listed Pure-Play Humanoid and Bionic EAI Robotics Company under the agreement. |
| ● | The parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. The closing is expected to be completed by the end of October 2026. |
| ● | FFR will issue shares to FFAI at $2.246 per share, representing a premium of approximately 50% to FFR’s closing price of $1.50 on the signing date of October 12, 2026 and approximately 55% to the closing price of $1.45 on October 13, 2026. |
| ● | FFAI to upgrade from EAI vehicle manufacturing to a Robotaxi Sharing Network and AI VisiCabin technology operator, joining forces with RoboShare to build a lighter-asset shared mobility model. |
| ● | The transaction was approved by the respective special committees comprising disinterested independent directors of FFAI and FFR, and is supported by a fairness opinion issued by an independent financial advisor engaged by FFR’s special committee. |
| ● | FFR has secured its first round of PIPE financing of up to $10 million. The financing is priced at market, with no discount or no warrants. |
| ● | Upon closing of the acquisition transaction and PIPE financing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup, management and employees approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total. |
| ● | From FFAI’s perspective, upon completion of the transaction, FFAI will remain FFR’s majority and controlling stockholder, allowing it to continue participating in the future value creation of the robotics business. Subject to applicable conditions, FFAI expects to consolidate FFR’s financial statements, which could improve the relevant financial metrics, with the goal of maximizing stockholder value as soon as possible. |
| ● | Following closing, FFAI is expected to be the majority and controlling stockholder of FFR, which aims to become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, targeting a top-three overall ranking in the EAI robotics industry over the next five years. |
| ● | In less than a year, FFAI’s EAI robotics business has made progress exceeding expectations. FFAI has completed Phase One of the “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 and begun customer deliveries. |
| ● | By the end of September, cumulative EAI Device sales and shipments reached 817 units. In the second quarter, the average gross margin on FFAI’s robotics products exceeded 30%, and cumulative revenue was approximately $1.52 million. |
| ● | Under preliminary projections prepared by FFAI management for its robotics business, revenue for 2026 is projected to reach approximately $7 million, with a gross margin of 10%; revenue for 2027 is projected to reach approximately $45 million, with a gross margin of 30.5%. Cumulative revenue from 2026 through 2030 is projected to reach approximately $1.98 billion, with gross margin expected to increase to 54% in 2030 and cumulative EAI Device sales from 2026 to 2030 exceeding 130,000 units. |
| ● | FFR’s governance framework will draw on the governance arrangements between FF Global Partners LLC and FFAI to support leadership continuity, strategic oversight, and long-term execution, with the aim of making the Company one of the most valuable EAI companies in the Physical AI era. |
| ● | FFAI expects that the separate listing of the robotics business through FFR will sharpen its focus on Physical AI and EAI robotics, accelerate commercialization at scale, improve capital efficiency and financial transparency, and unlock value for FFAI stockholders. |
Los Angeles, CA (October 14, 2026) — Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF,” or the “Company”), a California-based global Embodied AI (“EAI”) ecosystem company, today announced that it has signed definitive agreements with FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC) for FFR to acquire FFAI’s full robotics ecosystem business at an agreed valuation of approximately $200 million.
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The transaction advances the parties’ previously announced transaction process to the definitive agreement stage. Its structure has been simplified to facilitate execution and closing. Following closing, FFR will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, with the goal of maintaining a top three overall ranking in the EAI robotics industry over the next five years.
FFAI plans to adopt an upgraded operating model inspired by Berkshire Hathaway and Alphabet and upgrade from EAI vehicle manufacturing to a Robotaxi Sharing Network and AI VisiCabin technology operator, joining forces with RoboShare to build a lighter-asset shared mobility model. Following the strategic upgrade, FFAI plans to work with RoboShare to expand shared mobility, Robotaxi and EAI cabin businesses; explore integrating FF’s “3rd aiSpace” (Intelligent Cabin) into shared vehicles; and facilitate the connection of FFAI vehicles to the Robotaxi network. These efforts are intended to create synergies among vehicles, cabin experiences, and shared operations. By leveraging RoboShare’s sharing platform and operational capabilities, FFAI also plans to pursue opportunities in vehicle-asset onboarding, operations and user services.
Share Issuance at $2.246 per Share, a Premium to FFR’s Market Price
Under the definitive agreements, the parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. The agreed transaction values reflect the parties’ mutual recognition of the strategic value of their respective businesses and are not based solely on prevailing market prices.
The definitive agreements advance the transaction from the previously announced non-binding term sheet to a signed contractual framework. The special stock dividend mechanism contemplated in the earlier term sheet is not part of the definitive transaction. Its removal simplifies the transaction structure and is intended to support efficient execution and closing.
The parties’ agreed valuation of approximately $60 million for FFR reflects its Nasdaq-listed platform, existing shareholder base and trading infrastructure, relatively simple balance sheet and capitalization structure, existing RoboShare business, and financial assets, including cash, cash equivalents, note receivables and certain investments, including investments in FFAI. FFR’s existing RoboShare platform also offers potential synergies with the acquired robotics business across sales, leasing, deployment and recurring services. Following the transaction, FFR will emerge as a Nasdaq-listed company with an established shareholder base, a relatively simple balance sheet, minimal debt, and no outstanding convertible notes, providing the robotics business with direct access to U.S. capital markets.
Pryor Cashman serves as legal counsel to FFAI. Loeb & Loeb LLP serves as legal counsel to the FFR Special Committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR’s Special Committee and has rendered a fairness opinion to FFR’s Special Committee.
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FFR Has Secured Up to $10 Million in PIPE Financing with No Discount
FFR has secured up to $10 million in first-round PIPE financing. The financing is priced at market, with no discount, no warrants, and low associated financing costs, and is structured to minimize equity dilution. To best support investor interests, FFR limited the offering to approximately $10 million to meet its current funding needs while reducing unnecessary equity dilution.
Upon closing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup. Management and employees will hold approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
These estimates are subject to confirmation and may change based on the final transaction capitalization and PIPE terms.
The financing will further strengthen FFR’s capital base and provide resources to advance its “Four-Core Full-Stack AI” strategy, supporting product R&D, commercialization, and scaled deployment of the robotics ecosystem.
Upon completion of the financing, the Company will have additional resources for business development, R&D investment, and market expansion. For stockholders and investors, lower financing costs and limited equity dilution are expected to further improve the Company’s capital structure and support the realization of the robotics business’s long-term value.
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FFR Aims to Achieve and Maintain a Top Three Comprehensive Ranking in the EAI Robotics Industry
The Company is building a full-lifecycle robotics business spanning research and development, supply chain, manufacturing, sales, deployment, data, and operations, centered on its “Four-Core Full-Stack AI” ecosystem.
Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, revenue is projected to reach approximately $7 million in 2026 and $45 million in 2027. The projections contemplate positive gross margin in 2026, gross margin of approximately 30% in 2027 and approximately 54% in 2030, cumulative revenue of approximately $1.98 billion from 2026 through 2030, and positive operating cash flow in the third quarter of 2028. Cumulative financing requirements before then are projected to be no more than $150 million, implying low dilution for stockholders and financing needs well below those of industry peers.
FFAI management projects EAI Device sales of 2,001 units in 2026 and 7,400 units in 2027, with cumulative sales exceeding 130,000 units over five years. The projections also contemplate more than 19 million hours of cumulative data supply over five years and approximately $300 million in cumulative research and development investment over the same time period.
As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services develop, ecosystem revenue is projected to grow from 22% of total revenue in 2026 to 49% by 2030. These projections were prepared by FFAI management and have not been adopted by FFR as Company guidance. Actual results may differ materially.
Board, Governance Framework and Employee Incentives Support Leadership Continuity and Long-Term Execution
To support the continuity and long-term execution of the robotics business after closing, the transaction includes arrangements covering employee incentives, key employee retention, governance, and Board composition. As part of these arrangements, outstanding employee stock-option incentives associated with the FF EAI Robotics business will be assumed and converted, at the agreed exchange ratio, into stock options of FFR. The structure is intended to align the long-term interests of the core team with FFR’s development and long-term value creation.
Key employees are expected to be retained and to enter into employment agreements, which are important conditions to closing. Key management will continue to support both FFR and FFAI, helping preserve the talent and business capabilities needed to support the robotics business.
FFR’s governance framework is expected to be similar to the governance arrangements between FF Global Partners LLC and FFAI, intended to support leadership continuity, strategic oversight and long-term execution under the founding team’s leadership, while providing additional protections at the Board level. The final arrangements will be described in FFR’s filings with the SEC.
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Independent Listing Is Intended to Highlight the Value of the Robotics Business
For two years following closing, FFAI and its affiliates have agreed to observe non-competition restrictions in territories where FFR and its affiliates conduct robotics business.
For FFAI and its stockholders, the transaction anchors the agreed value of the robotics business and releases it through a standalone public-company platform, while FFAI is expected to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.
Next, FFAI will work with FFR to advance the transaction closing in an orderly manner. The closing is expected to be completed by the end of October. Upon completion of the transaction, FFAI will announce its next-stage strategy and business plan.
“This agreement will help us grow the business, develop our technology, and build our AI systems,” said YT Jia, Founder and Global Chief Executive Officer of Faraday Future. “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 making a major leap forward which will give the robotics business a dedicated public-company platform alongside RoboShare’s capabilities.”
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.ff.com/
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FORWARD-LOOKING STATEMENTS
This communication, including any presentation, press release, investor materials or other document of which it forms a part, 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 Faraday Future Intelligent Electric Inc. (“FFAI,” 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, the proposed disposition of the FF EAI Robotics business, the projections referenced in this communication 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. FFAI 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. Important factors that may affect actual results or outcomes include, among others: the Company’s ability to consummate the sale of the Company’s robotics business to FFR in a timely manner, if at all; 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; FFR’s ability to successfully integrate and operate the robotics business; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; 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; demand for the robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability 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 to expand into additional markets for its robotics products; the reliance on a single OEM for most of the robotics products; the reliance on Chinese OEMs for all of the robotics products; the possibility of the federal government banning imports of Chinese robotics products; the ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEMs to timely supply robotics; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; 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 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 and FFR’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.
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The projections referenced in this communication 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.
The forward-looking statements in this communication speak only as of the date hereof. Except as required by law, neither FFAI 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. FFAI 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.
CONTACTS
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
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Exhibit 99.2
Forward-Looking Statements This presentation, dated October 14, 2026, 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 FF EAI Robotics Ecosystem Inc. ("FFR," the "Company," "us," "our," or "we") and our industry, and Faraday Future Intelligent Electric Inc. ("FFAI") and its business. 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, 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. Neither FFR nor FFAI can give assurance that such forward-looking statements or financial projections will prove to be correct. 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. 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 proposed transaction is subject to the conditions in the Transaction Agreement and any required regulatory approvals, 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 issuance of non-voting preferred stock and the restrictions on its conversion; the fact that the counterparty is our controlling stockholder and the conflicts of interest inherent in the transaction; the effects of the amended and restated lead investor agreement, including the concentration of voting and governance rights in FF Global Partners LLC and the other group members, the Company's potential reliance on controlled-company exemptions and contractual limitations on certain corporate, governance and financing actions; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements entered into or contemplated in connection with the transaction; 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; restrictions under Nasdaq Listing Rule 5635 on the number of shares of common stock we may issue before stockholder approval, and the timing of that approval and of the Regulation 14C information statement process; reviews or requirements of the Committee on Foreign Investment in the United States and other regulatory authorities; export control, sanctions and supply-chain restrictions, including with respect to suppliers in, and persons with remote access located in, the People's Republic of China; the DOJ Data Security Program rule and other restrictions on sensitive personal data; our dependence on key personnel, including Yueting Jia and Jiawei Wang; the extent of revenue derived from related parties; and the substantial funding required by the acquired business, which materially exceeds the anticipated proceeds of any concurrent financing; 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. FFAI is our controlling stockholder and the counterparty to the proposed transaction, and has an interest in the transaction that differs from, and may conflict with, the interests of our other stockholders. Each projected figure in this Communication, for every period presented, including 2026E through 2030E, is a forward-looking target based on FFAI management's business plan and is not a performance commitment, forecast or guidance of FFR. Investors should not infer that FFR or FFAI considers the projections to be predictive of actual results. 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 assumptions reflected in the business plan reviewed in connection with the proposed transaction. 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.
Forward-Looking Statements (continued) 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 FFR's and FFAI's respective filings with the U.S. Securities and Exchange Commission (the "SEC"), including their Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and 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 FFR nor FFAI 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. FFR 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. Non-GAAP Financial Measures This Communication includes EBITDA, contribution margin, unit gross margin and cumulative funding need, which are not measures prepared in accordance with U.S. GAAP. [A reconciliation of historical non-GAAP measures to the most directly comparable GAAP measures is included in the Appendix.] A reconciliation of projected non-GAAP measures is not provided because the reconciling items cannot be predicted without unreasonable efforts; such items could be significant. Industry and Third-Party Data Statements regarding market position and peer companies are based on [identified sources as of their dates], internal estimates and information published by third parties, which FFR has not independently verified. Peer-company information, including that of private companies, is self-reported and may not be prepared on a basis comparable to FFR's. Oral Statements Oral forward-looking statements made in connection with this Communication are qualified by the cautionary statements herein and in FFR's SEC filings.
01 FFAI: A Physical AI Investment & Holding Platform Benchmarking Berkshire Hathaway — expanding across Physical AI through controlling stakes and M&A Analogy: Berkshire Hathaway vs. FFAI Berkshire Hathaway FFAI Core model Diversified: financial services & insurance, tech giants, manufacturing Focused solely on investment and M&A within Physical AI Management Controlling stakes with board- level governance Controlling stakes with board- level governance and operations Value creation Long-term holding Long-term holding Holding structure FFAI (Nasdaq: FFAI) FFR (EAI Robotics) Controlled FF & FX (EAI Cabin, Robotaxi) Controlled Potential M&A EAI Brain & Developer Platform Industry Productivity Solutions EAI Data Other Physical AI (e.g., drones) All in on the Tesla ecosystem • FX Super One & FF 92 join Robotaxi as a premium tier • Capital-light fleet expansion: a premium tier with no new vehicle, Hanford capacity, and public proof of fleet economics The transaction: FFR becomes an independent, Nasdaq-listed robotics business $200M Valuation basis; option-adjusted consideration at $2.246 options assumed separately $10M Following the proposed transaction, the robotics business would be held in a separately listed company, and its results would be reported in FFR's periodic SEC filings. Solid: controlled holdings · Dashed: potential future M&A / controlling stakes. Transaction information is a summary only and is qualified in its entirety by the definitive agreements filed by FFR with the SEC. PIPE amount shown is a maximum; the acquisition is not conditioned on PIPE funding. Robotics-related opportunities would be pursued by FFR, subject to the transaction's non-competition provisions. Tesla initiatives: These initiatives relate to FFAI and not FFR. Tesla initiatives are proposed and forward-looking and depend on Tesla allocation, network terms, regulatory approvals and financing; Tesla, Cybercab, FSD, Robotaxi and Supercharger are trademarks of Tesla, Inc. • FF "3rd AI Space" in Cybercab cockpits: sports, markets, mobile office • FF brings fleet capital, depot ops and premium models; Tesla brings Cybercabs, network access, FSD and charging PIPE at $1.50/share
02 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. 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, Multi-forms, Multi-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 expected to be 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: All 'E' figures and targets on this slide, including the five-year targets, are FFAI management projections for the RobotCo business on a standalone basis, are forwarding-looking commitments. See 'Forward-Looking Statements.' 12 Years · Invested ~$4.0B Automotive-grade R&D / manufacturing / supply-chain system (50% R&D) Today · Achieved 817 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 Operating Cash Flow Positive Operating cash flow positive for the quarter Sources and as-of dates for current / historical statements: 09/30/2026
03 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 Sources and as-of dates for current / historical statements: 09/30/2026
03 Four-Core Full-Stack AI Ecosystem: Business Progress 02 EAI Devices 817 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 Sources and as-of dates for current / historical statements: 09/30/2026 All projected figures are FFAI management projections for the FF EAI Robotics business on a standalone basis; not FFR guidance.
03 Four-Core Full-Stack AI Ecosystem: EAI Devices Three form factors, five series, 24 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, Multi-forms, Multi-capabilities — the broadest EAI device portfolio by form factor in the U.S. market, spanning education, industrial application, security & inspection, and entertainment. Sources and as-of dates for current / historical statements: 09/30/2026
04 RoboShare: Rental Demand Drives Sales, Sales Expand Supply A robot-sharing marketplace connecting customers, robot owners and local operators; one rental order turned a 5-robot plan into a 23-robot signed order ①Marketplace: three participants, one platform Customers Rent before buying Access robots for short-term projects or longer-term use without purchasing them Robot owners Put assets to work List eligible robots for rental and receive equipment-use fees Local operators Deploy and fulfil Support on-site deployment, operation and fulfilment of rental orders ②Business model: asset-light, platform fees + direct services Revenue model: platform fees + direct services • RoboShare coordinates booking, pricing, scheduling, payment and fulfilment • Revenue = platform commissions on rentals + direct services (project coordination, content design, customer operating support) • Marketplace transaction volume is separate from recognized platform fee and service revenue Supply model: asset-light, multi-brand • Starts with FF robots; open to additional brands • Expands through equipment owned by customers, dealers and third parties, supported by local fulfilment partners; the platform does not hold every robot • RoboShare & Co.: North American partner program connecting dealers, owners, customers, referral partners and rental operators ③Early commercial evidence: rentals convert into purchases US$33,000 One-year rental order, education customer 5 → 23 robots Purchase plan → signed order after the rental +18 units Additional FFAI robot units ordered 1 → 3 models Purchase mix widened The RoboShare flywheel Rental demand Robot purchases Rentable supply More rental capacity Rental demand drives sales, sales expand supply: a one-year rental order turned a 5-robot plan into a 23-robot signed order Note: early commercial example. Rental order value differs from recognised platform revenue, and purchased robots do not automatically become rentable supply. RoboShare is operated by AIxCrypto EAI, Inc., a subsidiary of FF EAI Robotics Ecosystem, Inc. Sources and as-of dates for current / historical statements: 09/30/2026
04 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 69 105 152 158 265 Mar Apr May Jun Jul Aug Sep 817 units Mar–Sep cumulative · Sep 265 units, new monthly high 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 $0.90M), so no GM. 4Q25 actuals from audited and 1H26 actuals from unaudited carve-out combined financial statements of the Robotics Business. PCAOB-audited financial statements have not been completed and may differ. No quarterly split, hence 4Q25 and 1H26 shown. Monthly shipments per internal data. PROPRIETARY AND CONFIDENTIAL Sources and as-of dates for current / historical statements: 09/30/2026 All projected figures are FFAI management projections for the FF EAI Robotics business on a standalone basis; not FFR guidance.
Revenue grows 150x in five years, with ecosystem and software reaching 49% Revenue mix · device sales × ecosystem and software ($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) 04 Financial Projections: Five-Year Financial Overview All projected figures are FFAI management projections for the FF EAI Robotics business on a standalone basis; not FFR guidance.
04 U.S. Peer Benchmarking: Significant Growth Potential for FFR FFR One Brain, Multi-forms 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, Multi-forms: 3 forms / 5 series / 11 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 817 units; No. 1 in U.S. shipments Single-digit shipments; 9 pilot production lines - Product status Volume deliveries underway; first unit expected to be 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 gross 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 Acquisition: 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 $10M ~$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. All FFR-column projections are FFAI management projections for the FF EAI Robotics business on a standalone basis; not FFR guidance.
05 FFR Pro Forma Capitalization at Closing Free float is 13.0M shares, 10.7% of the as-converted total · 89.3% is locked up, vesting or awaiting registration Holder At closing (before stockholder approval) After approval, as-converted (fully diluted) Can it be sold in the near term? Common stock Restricted preferred (as- converted) Shares % of total Status Lock-up / registration FFAI (existing shares + consideration shares) 14,672,392 65,470,083 80,142,475 65.7% Locked up 18-month lock-up; registration rights only after 12 months; affiliate holder RobotCo employees (ESOP) 12,124,310 – 22,261,799 18.2% Restricted 180-day market standoff; shares and options vest 25% at 6 months, then monthly over 36 months PIPE investors 4,412,242 2,254,424 6,666,666 5.5% Restricted Restricted securities; not saleable until the resale registration is effective (to be filed within 30 days of closing) Existing AIXC public (excl. FFAI) 13,001,904 – 13,001,904 10.7% Free float Freely tradable Total 44,210,848 67,724,507 122,072,844 100% At closing (before stockholder approval): only 13.0M shares can trade, all held by existing public stockholders. 44.2M common shares will be outstanding, but the 17.9M issued at closing to FFAI, employees and PIPE investors are locked up or unregistered. Because Nasdaq rules limit common stock issuance before approval, a further 67.7M shares are issued as non-voting restricted preferred (shown as-converted); FFAI's preferred converts once approval is effective (~Dec 2026). FFAI voting power: 33.2% at closing, 71.6% after approval. Ownership after stockholder approval, as-converted and fully diluted (122.1M shares) FFAI 65.7% · 18-month lock-up Employees 18.2% standoff + vesting PIPE 5.5% Free float 10.7% 89.3% locked up, vesting or awaiting registration 10.7% tradable Illustrative: $200M RobotCo valuation basis at $2.246/share; $10M PIPE at $1.50 (illustrative price). Restricted preferred shown as the number of common shares issuable on conversion; each share of preferred stock is convertible into 1,000 shares of common stock, subject to the required approval and applicable conversion restrictions. % FD = fully diluted; % common = common stock only. Source: FFR pro forma cap table (Exercised case, 10/13/2026),
Thank you Investor Contact FF EAI Robotics Ecosystem Inc. (Nasdaq: FFR) 1990 E. Grand Ave. El Segundo, California 90245 Investor Relations Department IR@aixcrypto.ai +1 (760) 452-8111 https://investors.ff.com/ Additional Information and Where to Find It FFR intends to file with the SEC an information statement on Schedule 14C relating to the proposed transaction. No vote or proxy is being solicited in connection with this Communication. Investors are urged to read the information statement and FFR's other SEC filings when available, because they will contain important information about FFR, the FF EAI Robotics business and the proposed transaction. These documents will be available free of charge at www.sec.gov and at https://investors.ff.com/.
Filing Exhibits & Attachments
10 documentsPress Releases
Agreements & Contracts
- EX-10.1 FORM OF LOCK-UP AGREEMENT 19.1 KB
- EX-10.2 SUPPORT AGREEMENT, DATED AS OF OCTOBER 12, 2026, BY AND AMONG FF EAI ROBOTICS EC 65.5 KB
- EX-10.3 AMENDED AND RESTATED LEAD INVESTOR AGREEMENT, DATED AS OF OCTOBER 12, 2026, BY A 141.9 KB
- EX-10.4 TRANSITION SERVICES AGREEMENT, EFFECTIVE AS OF OCTOBER 1, 2026, BY AND BETWEEN F 69.3 KB