Faraday Future Intelligent Electric Inc SEC Filings

Faraday Future Intelligent Electric Inc. filed a definitive proxy requesting stockholder approval for five proposals tied to capital structure, equity incentives and corporate identity. The company seeks approval to increase authorized Common Stock by 65,225,672 shares (from 167,245,313 to 232,470,985, ~39% increase) and Preferred Stock by 5,031,000 shares (from 12,900,000 to 17,931,000), raising total authorized shares to 250,401,985 (Share Authorization Proposal).

Other proposals include approval of issuance of Class A shares to holders of certain convertible notes and warrants consistent with Nasdaq Rule 5635(d) (Private Placement Proposal), a name change to Faraday Future AI Electric Vehicle Inc. (Name Change Proposal), an increase of 9,500,000 shares to the 2021 Stock Incentive Plan, and authority to adjourn the Special Meeting if needed. Voting options and deadline are provided (proxy, telephone, internet; votes must be received by 8:59 p.m. PT on September 18, 2025), and certain proposals may be treated as broker non-votes.

Faraday Future Intelligent Electric Inc. reporting persons disclosed potential ownership interests in Class A common stock arising from warrants and convertible debt. FF Vitality Ventures LLC can acquire 3,397,339 shares (about 3.4% of the class), FF Simplicity Ventures LLC can acquire 525,650 shares (about 0.5%), and ATW Partners Opportunities Management, LLC (and two individuals identified as managing members) report shared voting and dispositive power over 3,923,098 shares (about 3.9% of the class).

The reported share amounts represent the approximate number of shares the FF entities "can acquire within sixty (60) days" through conversion or exercise of certain warrants and convertible debt. ATW Partners serves as investment manager to the FF entities and two managing members are identified as having shared voting/dispositive power; the filers disclaim beneficial ownership except to the extent of any pecuniary interest and certify the securities were not acquired to change or influence control of the issuer.

Faraday Future Intelligent Electric Inc. furnished a Current Report on Form 8-K stating that on August 13, 2025 the company issued a press release (filed as Exhibit 99.1) and an Inline XBRL cover page (Exhibit 104).

The press release announced an investor conference call on August 18, 2025 to discuss results for the fiscal quarter ended June 30, 2025, and said the company will unveil a major strategy upgrade on August 16, 2025. The filing explicitly states the information is being furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act, and is not incorporated by reference except as expressly stated. The report is signed by Matthias Aydt, Co-Global Chief Executive Officer, dated August 13, 2025.

Matthias Aydt, a director and Co-Global CEO of Faraday Future Intelligent Electric Inc. (ticker shown as FFAI in the filing), purchased one (1) share of Series A Preferred Stock (par value $0.0001) on 08/06/2025 for cash consideration of $100.00. The transaction is reported in Table I as a non-derivative purchase and is recorded as direct beneficial ownership.

The Form 4 identifies the purchase as from the issuer and references the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock for the security's rights and preferences. The filing lists the reporting person address as C/O Faraday Future Intelligent Electric at Gardena, CA 90248, and indicates the form was filed by one reporting person.

Faraday Future Intelligent Electric Inc. issued one share of newly designated Series A Preferred Stock to Matthias Aydt for $100. The share is non-convertible, carries no dividends, and confers 5,000,000,000 votes exercisable only on a board-approved "Share Authorization Proposal" and then only in the same proportion as holders of Class A and Class B common stock actually vote (excluding abstentions). The Series A will not vote on that proposal unless at least one-third of outstanding common stock is present in person or by proxy.

The Series A holder has a $100 liquidation preference, transfer restrictions prior to stockholder approval, and redemption rights to receive $100 either at the board's discretion or automatically following approval of the shareholder proposals. The Certificate of Designation and the Purchase Agreement are filed as exhibits.

Faraday Future Intelligent Electric Inc. will hold a virtual Special Meeting of Stockholders on September 19, 2025 (Record Date: August 6, 2025) to vote on five proposals the Board recommends FOR. Key proposals include increasing authorized common stock by 65,225,672 shares (≈39%) and preferred stock by 5,031,000 shares (the Share Authorization Proposal); obtaining shareholder approval under Nasdaq Rule 5635(d) for issuance of shares related to a financing; changing the company name to Faraday Future AI Electric Vehicle Inc.; and adding 9,500,000 shares to the Amended and Restated 2021 Stock Incentive Plan.

The financing described in the proxy stems from a July 14, 2025 Securities Purchase Agreement to sell up to an aggregate of $82 million of senior unsecured convertible notes, related common warrants and Series B Preferred Stock in two closings, subject to registration and closing conditions. The Unsecured Notes carry a 10% interest rate (increasing to 18% on default), an initial conversion price of $1.75, a floor price of $1.048, and conversion/exercise limitations tied to beneficial ownership percentages. One outstanding share of Series A Preferred Stock carries 5,000,000,000 votes and will vote proportionally on the Share Authorization Proposal and be automatically redeemed if that proposal is approved. The proxy includes mechanics for virtual attendance, voting methods, quorum requirements and solicitation arrangements (Georgeson retained, fee up to ~$75,000).