FF EAI Robotics agrees to deal at roughly $200M value
Upon specified conditions, FF Global Partners LLC would hold more than half of FFR’s voting power through a proxy.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
FF EAI Robotics Ecosystem Inc. (FFR) agreed to acquire Faraday Future Intelligent Electric Inc.’s robotics business at an agreed valuation of approximately $200 million. At closing, FFR will issue 1,315,313 common shares and 65,475 non-voting preferred shares; each preferred share is convertible into 1,000 common shares only after required stockholder approval. The purchase-price formula adjusts a $200 million base for outstanding RobotCo options, which FFR will assume at a 0.89 exchange ratio, subject to adjustment for specified corporate actions.
Closing depends on internal restructuring, required approvals and other conditions; completion was expected by the end of October 2026. A separate PIPE provides aggregate gross proceeds of up to $10 million at the lower of the Nasdaq Official Closing Price immediately before execution and $2.246 per share. The acquisition is not conditioned on PIPE funding; its net proceeds are designated for robotics development and operations.
Upon specified conditions, Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang will grant FF Global Partners LLC a proxy, giving it more than 50% of voting power for director elections and making FFR a controlled company. FFGP may designate four of seven directors during the Majority Designation Period. FFAI management’s standalone projections—not FFR guidance—include revenue of approximately $7 million in 2026 and $45 million in 2027, with positive operating cash flow projected for the third quarter of 2028.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major pointFFR cites substantial doubt about its ability to continue as a going concern, as described in its periodic reports.
- Moderate point. Forward-looking: it has not happened yet and may not happen.FFGP’s conditional proxy would confer more than 50% of voting power, making FFR a controlled company.
Filing Explained
PIPE shares have no contractual lock-up under the purchase agreement, despite the release’s stated six-month resale restriction.
The PIPE agreement is conditional on, and scheduled to close substantially concurrently with, the acquisition; it allows up to
The release says PIPE investors may not sell for six months or before resale registration is effective, while the purchase agreement says the securities have no contractual lock-up and remain subject to securities-law transfer restrictions.
8-K Event Classification
Key Figures
Key Terms
beneficial ownership limitation regulatory
controlled company regulatory
fully diluted basis financial
Assumed Options financial
Transition Services Agreement financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What will FFR issue to acquire the robotics business?
How much can FFR’s PIPE raise, and what is the subscription price?
What voting and board rights does FF Global Partners LLC receive?
How long are the acquisition consideration securities subject to a lock-up?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
AIxCrypto Holdings, Inc.
(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 | ||
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.
Transaction Agreement
In its Current Report on Form 8-K filed on September 28, 2026, FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.) (the “Company”) disclosed its entry into a non-binding term sheet with Faraday Future Intelligent Electric Inc. (“FFAI”), the Company’s majority stockholder, concerning the proposed acquisition by the Company of FFAI’s robotics business (the “Robotics Business”).
On October 12, 2026, the Company entered into that certain transaction agreement (the “Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company (the “Cayman Seller”), FFAI (together with the Cayman Seller, the “Seller Parties”), FF EAI Robotics Inc., a California corporation (“RobotCo”), and FFR Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company agreed to acquire the Robotics Business from the Seller Parties.
Due to the related-party nature of the transactions contemplated under the Transaction Agreement and other transaction documents (the “Transactions”) as FFAI is the Company’s majority stockholder, a special committee of the Company’s board of directors (the “Board”), composed of independent directors Chen Shi and Jason E. Dodier (the “Special Committee”), unanimously determined that the Transactions are fair to, and in the best interests of, the Company, and unanimously recommended that the Board approve the Transaction Agreement and the Transactions. Based on the Special Committee’s recommendation, the Board unanimously (i) determined that the Transactions are fair to, and in the best interests of, the Company, and (ii) approved entry into the Transaction Agreement and the consummation of the Transactions. The Special Committee and the Board received a fairness opinion from the Special Committee’s financial advisor, Advanture Capital Solutions LLC.
At the closing of the Transactions (the “Closing”), the Company will acquire all issued and outstanding shares of RobotCo from the Cayman Seller in exchange for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and non-voting convertible preferred stock, par value $0.001 per share (the “Preferred Stock”) (the “Equity Exchange”). Immediately following the Equity Exchange, RobotCo will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned direct subsidiary of the Company (the “Merger”).
The purchase price payable to the Cayman Seller is (a) US$200 million multiplied by (b)(i) one minus (ii)(A) the number of shares of RobotCo common stock issuable upon exercise of outstanding options immediately before the Closing divided by (B) the number of shares of RobotCo common stock outstanding immediately before the Closing on a fully diluted basis (the “Purchase Price”). The Purchase Price excludes consideration attributable to those outstanding options of RobotCo, which will be assumed by the Company as described below. The consideration share price is US$2.246 per share. The Transaction Agreement does not provide for the special stock dividend contemplated by the previously announced term sheet.
The Purchase Price will be paid through the issuance of 1,315,313 shares of Common Stock and 65,475 shares of Preferred Stock. Each share of Preferred Stock will be convertible into one thousand shares of Common Stock. The Preferred Stock will be non-voting and will have no discount, interest, preferential dividend, redemption right or other special economic rights. Before issuance, the Company will adopt and file a certificate of designation specifying its terms. No Common Stock or Preferred Stock may be issued in excess of the amount authorized by the Company’s certificate of incorporation or, without the requisite stockholder approval, the maximum amount permitted under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable. The Preferred Stock may not be converted into Common Stock, and voting rights arising from conversion may not be exercised, unless and until the requisite stockholder approval of the Company is obtained. This absolute blocker applies to the Seller Parties, their affiliates and subsequent holders, including upon distributions, transfers or pledges, and cannot be circumvented through cash settlement, waiver, amendment or another arrangement.
At the effective time of the Merger, each outstanding and unexercised option to acquire RobotCo common stock, whether vested or unvested, will be converted into an option to acquire Common Stock. The exchange ratio is 0.89, subject to adjustment for specified corporate actions. The number of shares underlying each assumed option will equal the current number of underlying RobotCo shares multiplied by the exchange ratio, and its per-share exercise price will equal its existing exercise price divided by the exchange ratio.
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Before the Closing, FFAI and RobotCo are required to complete an internal restructuring (the “Internal Restructuring”) that transfers the Robotics Business and related assets, data, contracts, employees and liabilities to RobotCo or its subsidiaries. Certain identified shared software and technology will be licensed under long-term intellectual property license agreements. In addition, the Company will cooperate with the Seller Parties and RobotCo in completing employee transition and onboarding of employees of RobotCo and the Robotics Business, effective as of the Closing or the applicable transfer date. In anticipation of the entry into the Transaction Agreement, FFAI, RobotCo and the Company entered into that certain transition services agreement (the “Transition Services Agreement”), effective on October 1, 2026, pursuant to which FFAI will provide transition services to RobotCo in (i) EAI Device; (ii) EAI Brain & Open Source and Open Developer Platform; (iii) Data Factory; and (iv) Industry Solutions, and other relevant services. Fees for the services equal FFAI’s actual, direct and documented costs of providing the services, without markup. No fees are payable before the date of the Transaction Agreement. The Company will be liable for service fees during the period from October 1, 2026, until the earlier of (i) the date of the Closing, or (ii) termination of the Transaction Agreement. The initial term of the Transition Services Agreement is twelve months, and FFAI and RobotCo may extend the term upon mutual consent. The foregoing description of the Transition Services Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.
The Transactions are subject to closing conditions, including completion of the Internal Restructuring; required regulatory, corporate and third-party approvals and consents; absence of specified restraints and material adverse effects; accuracy of representations and warranties and performance of covenants; arrangements with specified key employees; and execution and delivery of the ancillary transaction documents.
The Transaction Agreement contemplates that, as promptly as reasonably practicable after the Closing, the Company will obtain stockholder approval by written consent in lieu of a meeting, in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”), of (i) the issuance of the consideration securities and the Common Stock issuable upon conversion of the Preferred Stock for purposes of applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable, and (ii) any amendment to the Company’s certificate of incorporation, as amended, required to authorize sufficient shares (collectively, the “Stockholder Proposals”). Following receipt of the written consent, the Company will file an information statement on Schedule 14C with the SEC. Shares of Common Stock issued as consideration before the requisite stockholder approval will not be entitled to vote or consent on the Stockholder Proposals to the extent prohibited by applicable Nasdaq Listing Rules.
Upon written request at any time following the twelve-month anniversary of the Closing, the Company will prepare and file a resale registration statement with the SEC covering the resale of the Common Stock issued, or issuable upon conversion of the Preferred Stock, under the Transaction Agreement and held by the Seller Parties or any permitted transferee.
The Company and the Seller Parties have agreed to cooperate in a potential concurrent private placement financing consisting solely of equity securities, with gross proceeds of no more than US$30 million and a purchase price at the “Minimum Price” determined in accordance with Nasdaq Listing Rule 5635(d). The Transactions are not conditioned on that financing or any other financing.
The Transaction Agreement contains representations, warranties, interim operating covenants, exclusivity obligations, termination, and post-Closing indemnification provisions that are customary for transactions of this type. Furthermore, for a period of two years after the Closing, the Seller Parties and their affiliates will be subject to noncompetition and nonsolicitation restrictions, subject to specified exceptions for non-robotics electric vehicle and automotive businesses, related software and services and aftermarket activities.
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The Transaction Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. In particular, the representations and warranties contained in the Transaction Agreement were made only for the purposes of the Transaction Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Transaction Agreement. The representations and warranties contained in the Transaction Agreement may be subject to limitations agreed upon by the parties to the Transaction Agreement and are qualified by information in confidential disclosure schedules provided in connection with the signing of the Transaction Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement may be subject to a standard of materiality provided for in the Transaction Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing description of the Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement, attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.
Lock-up Agreement
The Transaction Agreement contemplates that a lock-up agreement (the “Lock-up Agreement”) will be executed and delivered by each Seller Party on or prior to the Closing. Under the Lock-up Agreement, each Seller Party will be subject to restrictions for a period of eighteen months following the Closing with respect to 100% of the consideration securities received pursuant to the Transaction Agreement, including Common Stock issued or issuable upon conversion of the Preferred Stock and securities issued in respect thereof in specified corporate events. The restrictions prohibit sales, transfers, hedging and public announcements of an intention to engage in such transactions, subject to specified consent and transfer exceptions. The Lock-up Agreement terminates automatically upon termination of the Transaction Agreement in accordance with its terms.
The foregoing description of the Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Lock-up Agreement, attached hereto as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by this reference.
Support Agreement
The Transaction Agreement contemplates that a support agreement (the “Support Agreement”) will be entered into by and among the Company, FFAI, Yueting Jia and Jiawei Wang on or prior to the Closing. Each undersigned stockholder undertakes to approve the stockholder proposals described above by written consent and, if a meeting is held, to attend for quorum purposes and vote in favor of the proposals and against specified competing or obstructive actions. These voting obligations apply to shares that each undersigned stockholder is entitled to vote and exclude proposals that would materially and disproportionately adversely affect such stockholder compared with other Company stockholders. The Support Agreement also restricts transfers, subject to specified exceptions, and prohibits inconsistent voting arrangements. The voting and transfer obligations continue until the earlier of receipt of all approvals of the stockholder proposals and termination of the Transaction Agreement in accordance with its terms.
The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Support Agreement, attached hereto as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by this reference.
Amended and Restated Lead Investor Agreement
On October 12, 2026, the Company entered into that certain amended and restated lead investor agreement (the “Lead Investor Agreement”) with FF Global Partners LLC (“FFGP” or the “Lead Investor”), FFAI, Yueting Jia and Jiawei Wang (together with FFGP and FFAI, the “Group Members”). The Lead Investor Agreement constitutes the investor rights agreement contemplated by the Transaction Agreement and amends and restates the lead investor agreement, dated September 19, 2025, by and between the Company and FFAI (the “Original Agreement”). Except for specified provisions effective as of signing, the Lead Investor Agreement will become effective automatically upon satisfaction of specified conditions, including consummation of the Transactions and approval by the Board and the applicable governing bodies of FFAI and FFGP (the “Amendment Effective Date”), at which time FFAI’s rights as lead investor under the Original Agreement will be assigned to FFGP. Until then, the Original Agreement remains in full force and effect.
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Upon the Amendment Effective Date, FFAI, Yueting Jia and Jiawei Wang will grant FFGP an irrevocable proxy to exercise, in FFGP’s sole discretion, all voting and consent rights attaching to Company securities now or subsequently owned of record or beneficially owned by them or their affiliates, subject to specified transfer exceptions and their obligations under any support agreement entered into in connection with the Transactions, including the Support Agreement. Each of them retains all other rights of ownership, including the right to receive dividends and distributions. If the Closing has not occurred within 180 days after signing, each grantor may revoke the proxy. The Group Members have acknowledged that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the proxy, FFGP will hold more than 50% of the voting power for the election of directors, and the Company will qualify as a “controlled company” under the Nasdaq Listing Rules. Upon FFGP’s request, the Company must rely on available controlled company exemptions and may not cease such reliance without FFGP’s consent.
The Board will have seven members, subject to specified exceptions and FFGP’s consent to changes in size. FFGP may designate four directors and, in any event, a Board majority until the aggregate Group Shares (as defined in the Lead Investor Agreement) fall below 3,339,270 shares of Common Stock on an as-converted basis (equal to 25% of FFAI’s beneficially owned Common Stock at signing, adjusted for specified corporate actions) for 365 consecutive days (the “Majority Designation Period”), subject to an exception for specified financing facilitation transactions. Company issuances do not adjust this share threshold. Thereafter, FFGP retains proportional designation rights based on the Group Members’ voting percentage under the Lead Investor Agreement, calculated on an as-converted basis without giving effect to conversion caps or voting blockers, rounded up, with at least one designee. FFGP is also entitled, to the extent permitted by applicable SEC and Nasdaq requirements, to proportional representation, rounded up, on each Board committee and at least one designee on each committee. FFGP may select the Chairperson during the Majority Designation Period and may remove and replace its designees at any time. If an FFGP designee is not elected at a stockholder meeting, FFGP may require the Company to temporarily expand the Board and appoint a replacement designee. FFGP designees are not required to qualify as independent directors, and their appointment or nomination is subject only to limited review by the Board’s nominating and corporate governance committee, with a designee deemed approved if the committee does not respond within 15 business days, subject to tolling while requested information necessary to assess a designee remains outstanding. The Company must cause the Board to include sufficient independent directors to satisfy Nasdaq listing standards, taking into account any controlled company exemptions. Each designee must deliver to FFGP an undated, pre-signed resignation and reassignment letter, which FFGP may deliver to the Company at any time. The Company must amend its bylaws to reflect the fixed Board size after the Amendment Effective Date.
While FFGP has director designation rights, the appointment, removal or replacement of, and any material change to the title, authority, reporting line or compensation of, the Chairperson and the Chief Executive Officer, including any Co-Chief Executive Officer, are reserved to the full Board, may not be delegated, and require approval by a majority of FFGP’s serving designees. Designees may share information with FFGP, subject to Delaware law, confidentiality undertakings for material nonpublic information and Board restrictions where a Group Member or its affiliate is adverse to the Company.
During the Majority Designation Period, FFGP has consent rights over specified equity issuances, including issuances of 15% or more over a rolling twelve-month period, subject to exceptions; transactions requiring a vote under Nasdaq Listing Rule 5635; below-Minimum Price issuances; issuances of securities ranking senior to or on parity with, or amendments to the terms of, the Company’s Series B Convertible Preferred Stock; anti-takeover arrangements; and new equity incentive plans or reserve increases exceeding 10% of outstanding Common Stock annually. The Company also may not amend its organizational documents in a manner adverse to the rights of FFGP or the other Group Members under the Lead Investor Agreement without FFGP’s prior approval and, upon FFGP’s request, must take specified actions to conform its organizational documents to those rights. In addition, during the Majority Designation Period, FFGP has rights to participate in subsequent equity and debt financings, subject to specified exclusions, and a top-up right, exercisable by FFGP or another Group Member or affiliate, to purchase additional securities to restore the Group Members’ pre-issuance voting percentage following issuances that reduce it, including certain issuances excluded from the participation right. If any such purchase requires stockholder approval under Nasdaq rules, the Company must call a stockholder meeting within 60 days, and the Board must recommend approval. The Company is also prohibited from taking actions intended to, or that would reasonably be expected to, impair FFGP’s rights, and must provide substantially identical rights with respect to any spin-off or similar entity in which a Group Member receives equity.
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The term is 99 years from the Amendment Effective Date. The Lead Investor Agreement automatically terminates if the Closing does not occur within 180 days after signing, in which case the Original Agreement continues in effect with FFAI as lead investor. FFGP may terminate the Lead Investor Agreement in its sole discretion on five days’ written notice, or by mutual agreement with the Company; the Company has no unilateral termination right. The proxy terminates upon termination of the Lead Investor Agreement.
The foregoing description of the Lead Investor Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lead Investor Agreement, attached hereto as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by this reference.
PIPE Securities Purchase Agreement
On October 12, 2026, the Company entered into a securities purchase agreement (the “PIPE SPA”) with the investors named therein (the “PIPE Investors”) for a private placement of Common Stock and, to the extent required by the beneficial ownership limitation described below, Series D non-voting convertible preferred stock, par value $0.001 per share (the “PIPE Preferred Stock”), for aggregate gross proceeds of up to US$10 million (the “PIPE”). There is no minimum aggregate funding condition. The subscription price is the lower of (i) the Nasdaq Official Closing Price immediately preceding execution of the PIPE SPA and (ii) US$2.246. Schedule I to the PIPE SPA specifies a subscription price of US$1.50 per share of Common Stock.
The PIPE closing is conditioned on, among other things, and is to occur substantially concurrently with, the consummation of the Transactions. Each investor may fund its subscription amount on or before the fifteenth business day following the Closing without a funding default. The Company may accept a lesser amount actually funded in full satisfaction of an investor’s commitment; otherwise, the investor remains obligated to fund its subscription amount. Securities will be issued only against receipt of the applicable subscription amount. The Transactions are not conditioned on the PIPE. Net proceeds will be used entirely for the development and operations of the Company’s robotics business following the consummation of the Transactions.
Issuance of Common Stock, including upon conversion of the PIPE Preferred Stock, is subject to a 4.99% beneficial ownership limitation, which an investor may increase to no more than 9.99% on at least 61 days’ prior written notice. An investor whose allocation would exceed that limitation will receive the maximum permitted whole number of Common Stock shares and PIPE Preferred Stock representing the balance on an as-converted basis, subject to rounding. The PIPE Preferred Stock will be convertible into Common Stock in accordance with its certificate of designation. Issuances are also subject to the applicable Nasdaq issuance cap unless and until any required stockholder approval becomes effective.
The Company will file a resale registration statement covering the Common Stock issued in the PIPE and issuable upon conversion of the PIPE Preferred Stock within 30 calendar days after the Closing and use best efforts to obtain effectiveness within 60 calendar days after filing, subject to specified extensions, cut-backs and suspension rights. The PIPE securities are not subject to a contractual lock-up and remain subject to applicable securities-law transfer restrictions.
The foregoing description of the PIPE SPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the PIPE SPA, attached hereto as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated herein by this reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the consideration securities, the conversion terms of the Preferred Stock and the assumption of RobotCo options is incorporated by reference into this Item 3.02.
The Company intends to issue the consideration securities to the Cayman Seller in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company is relying on the private nature of the negotiated transaction with the Cayman Seller, the Cayman Seller’s access to information concerning the Company, and its investment and transfer-restriction representations. The Company will receive all issued and outstanding RobotCo shares in exchange for the consideration securities and will receive no cash proceeds from that issuance. No underwriting discounts or commissions will be paid in connection with the issuance of the consideration securities.
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The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the PIPE is incorporated by reference into this Item 3.02.
The Company intends to offer and sell the PIPE securities in reliance on Regulation S under the Securities Act for offshore sales to non-U.S. persons, based on the PIPE Investors’ investment, non-U.S.-person and transfer-restriction representations and the absence of directed selling efforts. No underwriting discounts or commissions will be paid in connection with the issuance of the PIPE securities.
Item 7.01. Regulation FD Disclosure.
On October 14, 2026, the Company issued a press release announcing entry into the Transaction Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Also on October 14, 2026, the Company will make an investor presentation relating to the Transactions. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Transactions and their structure, consideration, timing and completion; the Internal Restructuring; stockholder, Nasdaq, regulatory and third-party approvals; the issuance and conversion of consideration securities and the assumption of options; the ancillary agreements, including the Lead Investor Agreement, and resale registration; any related financing; and the Company’s transition to and operation of the Robotics Business. These statements are based on current expectations and assumptions and are subject to risks and uncertainties.
Risks and uncertainties include failure to satisfy closing conditions or obtain required approvals under the Transaction Agreement or the PIPE SPA; termination of the Transaction Agreement or the PIPE SPA; conflicts of interest arising from the related-party nature of the Transactions; the effects of the Lead Investor Agreement, including concentration of voting and governance rights in FFGP and the other Group Members, the Company’s reliance on controlled company exemptions and contractual limitations on the Board’s and the Company’s ability to take certain corporate and financing actions; inability to complete the Internal Restructuring; dilution from the consideration securities, assumed options, the PIPE or other contemplated financing; failure to obtain stockholder approval permitting conversion of the Preferred Stock or other share issuance; inability to complete financing or fund operations; dependence on FFAI for transition services and shared technology; disruption from the announcement or pendency of the Transactions or the PIPE; transaction costs; integration and operating risks; and other risks described in the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings. Actual results may differ materially. Forward-looking statements speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to update them.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 2.1† | Transaction Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., Smart Technology Holdings Ltd., Faraday Future Intelligent Electric Inc., FF EAI Robotics Inc. and FFR Acquisition Sub LLC. | |
| 10.1 | Transition Services Agreement by and among FF EAI Robotics Ecosystem Inc., Faraday Future Intelligent Electric Inc. and FF EAI Robotics Inc. | |
| 10.2 | Form of Lock-up Agreement to be delivered to FF EAI Robotics Ecosystem Inc. | |
| 10.3 | Form of Support Agreement, dated as of October 12, 2026, to be entered into by and among FF EAI Robotics Ecosystem Inc., Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang. | |
| 10.4 | 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. | |
| 10.5 | Form of Securities Purchase Agreement, dated as of October 12, 2026. | |
| 99.1 | Press release, dated October 14, 2026 (furnished herewith). | |
| 99.2 | Investor presentation, dated October 14, 2026 (furnished herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule to the SEC or its staff upon request.
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SIGNATURES
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.
| FF EAI Robotics Ecosystem Inc. | ||
| Date: October 14, 2026 | By: | /s/ Jiawei Wang |
| Jiawei Wang | ||
Chief Executive Officer and Director (Principal Executive Officer) | ||
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Exhibit 99.1
FF EAI Robotics Ecosystem Signs Definitive Agreements to Combine FFAI’s Full Robotics Business at About $200 Million and $2.246 Per Share, an Approximate 50 Percent Premium; Becoming the First U.S.-Listed Humanoid and Bionic EAI Robotics Pure Play
| ● | FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (formerly AIxCrypto Holdings, Inc. and AIXC) and Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“FFAI”) signed definitive agreements on October 12, 2026, for FFR to acquire FFAI’s robotics assets and business in an all-stock transaction. 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. All closings are 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 closing price of $1.45 on October 13, 2026. | |
| ● | The transaction was approved by the respective Board special committees comprising disinterested independent directors of FFAI and FFR, and is supported by a fairness opinion issued by the independent financial advisor engaged by the FFR special committees. | |
| ● | 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, and low associated financing costs. To support investor interests, FFR limited this round’s financing to no more than $10 million to meet its current funding needs while reducing unnecessary equity dilution. 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. |
| ● | FFR will 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. As the first U.S. company to deliver both humanoid and bionic robots, FF is turning its first-mover advantage into a competitive advantage, drawing on its “Four-Core Full-Stack AI” Ecosystem, EAI technology strengths, and “One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities” approach to build a leading U.S. Physical AI and robotics ecosystem platform. The four cores, EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory, will accelerate deployment across education and research, security and inspection, industrial and logistics, and commercial applications and services. The “Built in USA” Acceleration Program will translate these technology and ecosystem capabilities into U.S.-based R&D, compliance, supply chain, manufacturing, delivery, and service capabilities, creating a self-evolving flywheel of real-world deployment, data collection, EAI Brain model refinement, and updates to real-world deployments. | |
| ● | In less than a year, FFAI’s EAI robotics business has made progress exceeding expectations. The Company 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. Its “Four-Core Full-Stack AI” Ecosystem is taking shape. 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 FFAI’s robotics business plan, unaudited 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 increasing annually to 54% in 2030 and cumulative EAI Device sales from 2026 to 2030 exceeding 130,000 units. Drawing on seven unique advantages, including its EAI technology strengths across “Four-Core Full-Stack AI” and its asset-light operating model, FFR aims to achieve positive operating cash flow no later than the third quarter of 2028, with cumulative financing requirements of no more than $150 million. | |
| ● | 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. | |
| ● | Through the merger and independent listing, FFR will sharpen its focus on Physical AI and EAI robotics, accelerate commercialization at scale, improve capital efficiency and financial transparency, and unlock value, with the goal of maximizing stockholder value as soon as possible. |
Los Angeles, CA (October 14, 2026) — FF EAI Robotics Ecosystem Inc. (“FFR” or the “Company”) (NASDAQ: FFR) today announced that it has signed definitive agreements with FFAI for FFR to acquire FFAI’s full robotics ecosystem business at an agreed valuation of approximately $200 million.
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.
Share Issuance at $2.246 per Share, a Premium to Market Price, to Reduce Acquisition Dilution and Maximize Stockholder Value
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(previously AIxCrypto Holdings, Inc.) 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 a direct access to U.S. capital markets.
Loeb & Loeb LLP serves as legal counsel to the FFR special committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR special committee and has rendered a fairness opinion in connection with the acquisition transaction. Pryor Cashman serves as legal counsel to FFAI.
FFR Has Secured Up to $10 Million in PIPE Financing with No Discount
FFR has secured up to $10 million in its first-round of PIPE financing. The financing is priced at market, with no discount or 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.
The consummations of the acquisition transaction and the PIPE are subject to satisfaction or waiver of closing conditions set forth in the applicable transaction documents.
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 are expected to be assumed and converted, at the agreed exchange ratio, into stock options of FFR (“Assumed Options”). 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.
Independent Listing Anchors the Value of the Robotics Business and Unlocks Its True Value
FFR will establish financial reporting and an operating framework focused on the robotics business, providing a clearer view of business performance, funding needs and uses of capital. Its balance sheet, income statement, and statement of cash flows will potentially provide greater clarity.
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 FFR and its stockholders, the transaction provides a complete robotics ecosystem business acquired at an agreed valuation of approximately $200 million, a dedicated listed platform focused on the robotics ecosystem, and a premium issuance designed to reduce dilution. The secured PIPE provides additional capital for future business development.
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 continues to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.
Next, FFR will advance financing and transaction closing in an orderly manner. All closings are expected to be completed by the end of October. Upon completion of the transaction, the Company will announce FFR’s next-stage strategy and business plan.
“The transaction will give the robotics business a dedicated public-company platform alongside RoboShare’s capabilities. We’re confident in the opportunity to build on customer deliveries and expand real-world applications creating a foundation to advance commercialization across products, deployments, data and services,” said Jerry Wang, Chief Executive Officer of FFR.
Management Conference Call
FFR will host a conference call and webcast to discuss the transaction, its strategic rationale, expected financial and operational benefits, and long-term growth plans, followed by a question-and-answer session.
Date: October 14, 2026
Time: 8:30 a.m. ET / 5:30 a.m. PT
Dial-In: 1-877-407-9208 or 1-201-493-6784
Call me™ Link:
https://callme.viavid.com/viavid/?callme=true&passcode=13763373&h=true&info=company&r=true&B=6
Webcast Participant Link:
https://viavid.webcasts.com/starthere.jsp?ei=1779329&tp_key=f3da5b6106
Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Access ID: 13763373
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.
The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.
The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.
For more information, visit www.ff.com.
Forward-Looking Statements
This communication, including any presentation, press release, 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. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to:
The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; 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 to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated.
Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards.
Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.
Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace.
Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident.
Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses.
Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.
This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.
The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR 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.
Exhibit 99.2
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