FFAI 10-K & 10-Q changes, risk factors and insider trading
Faraday Future Intelligent Electric Inc. · Nasdaq · Motor Vehicles & Passenger Car Bodies · CIK 1805521 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Investing in Cryptocurrency”
New heading “Escalated geographical tensions in key markets may result in declines in consumer confidence and spending, could have a material adverse effect on the Company’s operating results and development.”
New heading “We are pursuing multiple business strategies and expect to expand our development capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.”
New heading “We, our founder and Global Co-Chief Executive Officer, and our Global President, have each received a Wells Notice from the SEC contemplating a civil enforcement action, which could have a material adverse effect on our business, financial condition, results of operations, prospects, reputation, and/or our stock price.”
New heading “Risks Related to Investing in Cryptocurrency”
New heading “The launch of central bank digital currencies (“CBDCs”) may adversely impact our business.”
New heading “If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.”
New heading “The cryptocurrency we hold is not insured and not subject to FDIC or SIPC protections.”
New heading “Impact of Rising International Political Tensions and Disruptions in Financial Markets on Our Business.”
New heading “Recent policy change on the tax benefit of purchasing an electric vehicle may negatively affect the Company’s operations.”
New heading “Jerry Wang, the President of FF, and Koti Meka, the Chief Financial Officer of FF, serve as the Co-Chief Executive Officer and the Chief Financial Officer of AIXC, respectively. Such appointment may cause them to devote less time to the Company and could present conflicts of interest that we may not be able to resolve.”
New heading “We may lose our controlling interest in AIXC as a result of issuances of securities by AIXC that dilute our existing ownership, which may adversely impact our crypto and Web3-related business.”
New heading “If the closing price of our Common Stock is $0.10 per share or less for ten consecutive trading days, we would be immediately suspended from Nasdaq and the liquidity of our Common Stock would be materially harmed.”
Removed heading “The issuance of additional shares of Common Stock, including upon full conversion of the principal amount of all outstanding convertible notes, exercise of all outstanding warrants, the implementation of the full ratchet anti-dilution price protection in certain convertible notes and warrants, the issuance of shares pursuant to the SEPA, and/or the issuance of shares pursuant to the ATM, would substantially dilute the ownership interest of existing stockholders.”
Removed heading “The JOBS Act permits “emerging growth companies” like ours to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. The reduced reporting requirements applicable to us may make our Common Stock less attractive to investors.”
Largest changes
“On March 18, 2026, the Company received a letter from the SEC stating that the SEC staff does not intend to recommend an enforcement action by the SEC against the Company. Company Founder and Global Co-Chief Executive Officer Yueting (YT) Jia, and Company Global President Jiawei (Jerry) Wang, confirmed that they received similar letters in their individual capacities. However, this is not equivalent to an exoneration, and it is still possible that certain action may result from any future investigation by the SEC. …”see in full comparison
“We, our founder and Global Co-Chief Executive Officer, and our Global President, have each received a Wells Notice from the SEC contemplating a civil enforcement action, which could have a material adverse effect on our business, financial condition, results of operations, prospects, reputation, and/or our stock price.”see in full comparison
“The U.S. government has made statements and taken actions that may lead to potential changes to U.S. and international trade policies towards China. Unfavorable government policies on international trade, such as capital controls or tariffs, could affect the demand for our products and services, impact the competitive position of our products, or prevent us from selling products in certain countries. …”see in full comparison
“Additionally, on January 16, 2025, the Bureau of Industry and Security issued a final rule entitled “Securing the Information and Communications Technology and Services Supply Chain: Connected Vehicles” (the “Final Rule”), prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware and software, or those components sold separately, with a sufficient nexus to China or Russia. …”see in full comparison
In connection with the Special Committee investigation, we, certain members of our management team and other employees received a notice of preservation and subpoena from the Staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation beginning in October 2021. We had previously voluntarily contacted the SEC in connection with the Special Committee investigation andsee in full comparisonare cooperatingcooperated fully with the SEC’s investigation.The outcome is difficult to predict, and the SEC has expanded the scope of its investigation beyond that of the Special Committee. In addition, the SEC may subject our directors, officers and employees to fines, penalties and other punitive actions.In June 2022, we received a preliminary request for information from the U.S. Department of Justice (“DOJ”) in connection with the matters that were the subject of the Special Committee investigation. We responded to that request and intend to fully cooperate with any future requests from the DOJ.At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss.
“On June 26, 2025, the Company received a “Wells Notice” from the staff of the SEC stating that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against the Company alleging violations of various anti-fraud provisions of the federal securities laws. The SEC staff informed the Company that the alleged violations of anti-fraud provisions of the federal securities laws pertain to purported false or misleading statements in connection with the Company’s 2021 PIPE and SPAC listing, relating to (i) related party transactions, and (ii) Mr. …”see in full comparison
Full comparison: every changed paragraph (86)
•Non-binding pre-ordersreservation deposits and other non-binding indications of interest may not be converted into binding orders/sales.
•We arewere involved in an SEC investigation and may be further subject to future investigations and legal proceedings related to the matters underlying the Special Committee investigation and other matters.
•We are pursuing multiple business strategies and expect to expand our development capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.
Risks Related to Investing in Cryptocurrency
•The launch of central bank digital currencies (“CBDCs”) may adversely impact our business.
•If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.
•The cryptocurrency we hold is not insured and not subject to FDIC or SIPC protections.
•Jerry Wang, the Global President of FF, and Koti Meka, the Chief Financial Officer of FF, serve as the Co-Chief Executive Officer and the Chief Financial Officer of AIXC, respectively. Such appointment may cause them to devote less time to the Company.
Since inception, we have incurred cumulative losses from operations, negative cash flows from operating activities and had an accumulated deficit of $4.3$4.7 billion and $4.0$4.3 billion as of December 31, 2024,2025 and 2023,2024, respectively. We expect to continue to generate significant operating losses for the foreseeable future. Based on our recurring losses from operations since inception and continued cash outflows from operating activities, in our audited consolidated financial statements for the yearsyear ended December 31, 2024, and 2023,2025 we concluded that this circumstance raised substantial doubt about our ability to continue as a going concern within one year from the original issuance date of such financial statements. Similarly, in their audit reports on the consolidated financial statements for the years ended December 31, 2024,2025 and 2023,2024, our current and former independent registered public accounting firms included an explanatory paragraph stating that our recurring losses from operations and continued cash outflows from operating activities raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements for the years ended December 31, 2024,2025 and 20232024 do not include any adjustments that may result from the outcome of this uncertainty. As of the date that our consolidated financial statements for the year ended December 31, 2024,2025, were issued, our management determined that FF would be required to obtain additional funding to continue as a going concern, resulting in there being substantial doubt about our ability to continue as a going concern.
•continue to develop and equip our manufacturing FF ieFactoryaiFactory California facility in Hanford, California;
Pursuant to the Secured SPA Notes; 2023 Unsecured SPA Notes; Junior Secured SPA Notes; 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes and 20242025 July Unsecured SPA Notes (collectively known as the “SPA Portfolio Notes”) (each as defined in Note 7,8, Notes Payable to the Notes to Consolidated Financial Statements) has obtained commitments from several investors totaling $614.5$739.0 million in convertible note financing, subject to certain conditions. A total $405.3$503.3 million under these commitments were unfundedfunded as of December 31, 20242025 with the remaining unfunded commitment of $209.2$49.5 million. Investors of the convertible notes have the option to purchase an additional up to 100% of the committed notes at the same economics. In aggregate, these investors have an option to invest an additional $426.0$467.0 million, of which $50.9$111.0 million had been funded as of December 31, 2024,2025, with remaining optional funding of $375.1$40.5 million. We may be unable to satisfy the conditions to receive additional funding. If we fail to satisfy funding conditions, we may be required to further delay our production and delivery plans, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, and/or cease operations. In addition, we could suspend effecting conversion requests in a manner that could result in an event of default and monetary penalties under the various securities purchase agreements. This could subject us legal claims by the investors, which could have a material and adverse impact on our reputation and financial condition.
If we further meaningfully delay additional production and delivery, potential consumers may lose confidence in us, and customers who have placed pre-ordersreservation deposits may them, harming our growth prospects. Additionally, our competitors may move more quickly to market, which could impact our ability to grow our market share.
Further, although we have engaged in marketing activities, as of December 31, 2024,2025, we had only 29913,600 non-binding, fully refundable pre-orders for the FF 91 Futurist in the U.S. and China, under 500 non-binding, fully refundable pre-orders for the FX Super One and other non-binding indications of interest. We do not have binding purchase orders or commitments from customers for any vehicles. Pre-orders and other indications of interest may fail to convert into binding orders or sales.
Until our products are commercially available for purchase and we are able to scale up our marketing function to support sales, there will be substantial uncertainty as to customer demand. The potentially long wait from the time a non-binding pre-order is made or other indication of interest is provided until the time vehicles are delivered, and any delays beyond expected wait times, could also impact customer decisions on whether to ultimately make a purchase. Even if we are able to obtain binding orders, customers may defer their purchases as they assess our vehicles. Commercializing the FF 91 Futurist and potential FX modelsmodels, including FX Super One, will likely be a long process and depend on our ability to fund and scale up our productions, including through securing additional funding for our operations, the consummation of various third-party agreements and expanding marketing functions, as well as the safety, reliability, efficiency and quality of our vehicles, and the support and service that will be available. It will also depend on factors outside our control, such as competition, general market conditions and broader trends in vehicle electrification and fleet management, which could impact customer buying decisions. As a result, there is significant uncertainty regarding demand for our products and the pace and levels of growth that we may be able to achieve.
On February 26, 2023, after the Board’s assessment of our management structure, the Board approved Mr. Yueting Jia reporting directly to the Board, as well as our product, mobility ecosystem, I.A.I., and advanced R&D technology departments reporting directly to Mr. Jia. The Board also approved our user ecosystem, capital markets, human resources and administration, corporate strategy and China departments reporting to both Mr. Jia and Mr. Xuefeng Chen. Our remaining departments continued to report to Mr. Xuefeng Chen. Mr. Chen subsequently resigned from his position as Global CEO and was replaced by Matthias Aydt. Based on the changes to his responsibilities, the Board determined that Mr. Jia is an “officer” of our company within the meaning of Section 16 of the Exchange Act (a “Section 16 officer”) and an “executive officer” of our company under Rule 3b-7 under the Exchange Act. On April 25, 2025, the Company disclosed the appointment of Mr. Yueting Jia as Global Co-CEO, jointly leading the Company alongside Matthias Aydt, with a focus on advancing user ecosystem development, supply chain management, EV R&D, finance, legal, and China and Middle East operations.
We arewere involved in an SEC investigation and may be further subject to future investigations and legal proceedings related to the matters underlying the Special Committee investigation and other matters, which may result in adverse findings, damages, the imposition of fines or other penalties, increased costs and expenses and the diversion of management’s time and resources.
In connection with the Special Committee investigation, we, certain members of our management team and other employees received a notice of preservation and subpoena from the Staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation beginning in October 2021. We had previously voluntarily contacted the SEC in connection with the Special Committee investigation and are cooperatingcooperated fully with the SEC’s investigation. The outcome is difficult to predict, and the SEC has expanded the scope of its investigation beyond that of the Special Committee. In addition, the SEC may subject our directors, officers and employees to fines, penalties and other punitive actions. In June 2022, we received a preliminary request for information from the U.S. Department of Justice (“DOJ”) in connection with the matters that were the subject of the Special Committee investigation. We responded to that request and intend to fully cooperate with any future requests from the DOJ. At this stage, we are unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss.
On October 20, 2022, we received a subpoena from the SEC requiring us to produce certain documents relating to our transactions with Senyun. On March 31, 2023, we received questions from the SEC regarding our disclosed delivery estimates regarding the start of production of the FF 91 Futurist. On March 23, 2023, we received an SEC request to supplement production and on May 18, 2023, we received an additional subpoena from the SEC. On July 14, 2023, we received an additional request from the SEC to supplement production related to the May 18, 2023, subpoena and documents related to the consulting or sales agreements with the first three users of the FF 91 Futurist. On each of January 30, 2024, and April 8, 2024, we received a subpoena from the SEC requiring us to produce certain additional documents relating to the SEC’s investigation. We have fully complied with and intend to continue to fully comply with the subpoenas.
We have incurred, and may continue to incur, significant legal, accounting and other professional services expenditures in connection withany the Special Committee investigation,future SEC investigation, SEC inquiries, stockholder lawsuits and/or the DOJ inquiry. Any legal proceedings resulting from these investigations, including further shareholder derivative litigation or governmental inquiries or investigations may further divert management’s time and attention and may result in the incurrence of significant expense, including legal fees. Such legal proceedings could also have a material adverse effect on our business, financial condition, results of operations and cash flows including as a result of such expenses or arising from any consequences of such legal proceedings including damages, monetary fines, sanctions, penalties, adverse publicity and damage to reputation.
The FF 91 model incorporates approximately 2,200 purchased components sourced from approximately 200 suppliers, many of whom are currently our single-source suppliers for the components they supply. Moreover, we rely on a single supplier for the majority of the components and engineering services required for our FX Super One. The supply chain exposes us to multiple potential sources of delivery failure or component shortages. We have delayed payments to suppliers, which in some cases has resulted in, and may continue to result in, certain suppliers ceasing to do business with us. If our suppliers experience any delays or stoppages in providing or developing necessary components or experience quality issues, or if they otherwise decide to cease doing business with us, we could experience further delays, including in homologating the FX Super One for the U.S. Market, some of which may be significant, in delivering on our planned timelines.
We have not approved secondary sources for the key single-sourced components used in the FF 91 series.series and FX Super One. Generally, we do not maintain long-term agreements with these single-source suppliers.
Historically, certain suppliers ceased supplying their components and initiated legal claims against us when we failed to make payments. There are several outstanding disputes with suppliers in the U.S. and in China. Some suppliers have requested accelerated payments and other terms and conditions as a result of our past payment history and concerns about our financial condition, leading to less favorable payment terms than anticipated, and delaying or putting at risk certain deliveries. Disruption in the supply of components, whether or not from a single-source supplier, could imparimpair production until a satisfactory alternative supplier is found, which can be time consuming and costly. We may be unable to successfully retain alternative suppliers or supplies in a timely manner or on acceptable terms, if at all. If we are unable to efficiently manage our suppliers, our business, prospects, financial condition and operating results may be materially and adversely affected. Additionally, changes in business and/or political conditions, force majeure events, changes in regulatory framework and other factors beyond our control could also affect supplier ability to deliver components in a timely manner. Any of the foregoing could materially and adversely affect our business, prospects, financial condition and operating results and could result in a material change in our operations and a material reduction in the market value for our securities.
Manufacturing the FF 91 at our leased FF ieFactoryaiFactory in California does not guarantee we will not incur significant production delays.
We plan to continue to build-out our leased FF ieFactoryaiFactory in California to support the production of the FF 91 series. We may experience unexpected delays or other difficulties that could further increase costs and/or adversely affect our manufacturing and delivery timelines. Various risks and uncertainties inherent in all new manufacturing processes could result in delays in vehicle production, including for example those with respect to:
Escalated geographical tensions in key markets may result in declines in consumer confidence and spending, could have a material adverse effect on the Company’s operating results and development.
Events such as international hostilities (including the Russian invasion of Ukraine and war in the Middle East), terrorism, natural disasters or outbreaks of disease may suppress consumer spending and delay our development and deployment of our business in Middle East.
Recent escalations in hostilities involving Iran, as well as the risk of a broader regional conflict in the Middle East, have increased geopolitical uncertainty and volatility in the region. The Middle East represents a significant market for the Company, and further deterioration in regional stability could adversely affect consumer confidence, and overall demand for our products in that market. In addition, expanded military activity, sanctions, trade restrictions, shipping disruptions, port closures, airspace restrictions, or damage to critical infrastructure could disrupt the Company’s distribution channels, supply chain operations, logistics providers, and retail partners in the region.
Escalation of the conflict could also result in higher energy prices, currency volatility, inflationary pressures, or broader global economic instability, any of which could negatively impact consumer spending and the Company’s operating costs. To the extent that hostilities persist or expand, the Company could experience adverse effects on our business, financial condition, and results of operations.
We are pursuing multiple business strategies and expect to expand our development capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.
Although our main business strategy has been focused on the design, engineering and manufacturing of next-generation intelligent, connected, electric vehicles, we are currently pursuing multiple business strategies simultaneously, including activities in cryptocurrency, artificial intelligence and robotics. We believe pursuing these multiple business strategies could offer financial and operational synergies, but these diversified operations also place increased demands on our resources and also introduce complexities in management and operations. Effective management of multiple business units requires judicious allocation of resources. As we continue to expand our capabilities, operational complexity will increase. Managing this complexity without significant disruptions to existing operations may pose a substantial challenge. Moreover, balancing the priorities of different business strategies may lead to conflicts in strategic focus, potentially diluting the effectiveness of our business efforts and leading to suboptimal outcomes. Our leadership team's ability to oversee multiple business units and expansion initiatives is finite and excessive demands on management could lead to oversight gaps and strategic missteps. To manage our multiple business strategies and our ongoing and anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities, and continue to recruit and train additional qualified personnel. Our management team may not be able to effectively manage our multiple business strategies and the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations has led to and may continue to lead to significant costs and may divert our management and business development resources. Our management, personnel, and systems may not be adequate to support our future expansion. Any inability to manage our multiple business units and growth could delay the execution of our business strategies or disrupt our operations and the synergies we believe currently exist between our business units. The integration of new business units or expansion of development capabilities may not proceed smoothly, potentially leading to inefficiencies, duplication of efforts, or cultural misalignment. Rapid growth can also strain our systems, processes, and staff, and if not managed properly, can lead to operational inefficiencies or increased costs. Our failure to manage these complexities could lead to operational disruptions and negatively impact our business, prospects, results of operations and financial condition.
The occurrence of unforeseen or catastrophic events, including the emergence of an epidemic, pandemic or other widespread health emergency, civil unrest, war, terrorist attacks, climate events or natural disasters could create economic and financial disruptions. These types of events could lead to operational difficulties, impair our ability to manage our business and expose our business activities to significant losses. Our management and operational teams are based in the United States, China and the UAE.U.A.E. Our manufacturing facility is located in Hanford, California, and we may seek to establish manufacturing through a joint venture in China and/or other regions for certain future vehicle models. An unforeseen or catastrophic event in any of these regions could adversely impact our operations.
Our success depends in part on our ability to retain key members of our senior management team and the Board, and to attract and retain other highly qualified individuals for the Board and senior management positions. We have experienced significant changes in the membership of the Board and senior management team, including the resignations of Ke Sun, Adam He and Li Han from their positions as members of the Board and various committees, as well as the resignation of FF China’s CEO, our Interim Chief Financial Officer, our Chief Accounting Officer, our Head of Human Resources, and our Interim Global General Counsel.team. This significant recent turnover has disrupted, and potential future turnover could further disrupt, our operations, strategic focus or ability to drive stockholder value.
The global regulatory framework governing the collection, processing, storage, use and sharing of personal information, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. In the United States, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. For example, California enacted the California Consumer Privacy Act of 2018 (“CCPA”) which went into effect in January 2020 and became enforceable by the California Attorney General in July 2020, and which, among other things, requires companies covered by the legislation to provide new disclosures to California consumers and afford such consumers new rights of access and deletion for personal information, as well as the right to opt out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. Additionally, a California ballot initiative, the California Privacy Rights Act (“CPRA”) was passed in November 2020 and its amendments to the CCPA went into effect January 1, 2023. The CPRA amendments impose additional obligations on in-scope companies and significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA amendments also created a new state agency vested with authority to implement and enforce the CCPA, and which is presently engaged in rulemaking processes that can introduce additional burdens or obligations on our compliance programs and data practices. Moreover, additional states such as Virginia, Colorado, Connecticut and Utah have passed similar legislation that went into effect in 2023, and further states may follow. Additionally, the Federal Trade Commission has issued an Advanced Notice of Proposed Rulemaking in August of 2022 indicating its interest in developing broad regulations around information security and commercial surveillance practices that may further impact our business. The effects of these new privacy laws and regulations are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.
Additionally, the Federal Trade Commission has issued an Advanced Notice of Proposed Rulemaking in August of 2022 indicating its interest in developing broad regulations around information security and commercial surveillance practices that may further impact our business. The effects of these new privacy laws and regulations are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.
Yueting Jia, our founder and ChiefGlobal ProductCo-Chief and User EcosystemExecutive Officer, is closely associated with our image and brand, and his public image may color public and market perceptions of our company. Negative information about Mr. Jia may adversely impact us. Disassociating from Mr. Jia could also adversely impact us.
Because of his position as our founder and his continuing role as our Chief Product and User Ecosystem Officer, as Founder Advisor to the Board (effective as of October 4, 2022), and, as of February 26, 2023,2023 and his appointment as Global Co-Chief Executive Officer in April 2025, a Section 16 officer and an “executive officer” under Rule 3b-7 of the Exchange Act, Mr. Jia is closely associated with our image and brand. As a result, his activities, media coverage about his activities and those of his affiliates and public and market perception of him and his role within our company all contribute to public and market perception of our company, which in turn impacts, among other things, our ability to conduct business, our relationships with our management and employees, our ability to raise financing and our relationships with government and regulatory officials.
On February 26, 2023, after an assessment by the Board of our management structure, the Board approved Mr. Jia (alongside the Company’s then Global CEO, Mr. Xuefeng Chen) reporting directly to the Board, as well as our product, mobility ecosystem, I.A.I., and advanced R&D technology departments reporting directly to Mr. Jia. The Board also approved our user ecosystem, capital markets, human resources and administration, corporate strategy and China departments reporting to both Mr. JiaJia, our Global Co-CEO as of April 25, 2025 and theour other Global CEO,Co-CEO, subject to processes and controls to be determined by the Board after consultation with our management. Our remaining departments continue to report to the Global CEO.Co-CEOs. Based on the changes to his responsibilities, the Board determined that Mr. Jia is a Section 16 officer and an “executive officer” under Rule 3b-7 under the Exchange Act. Mr. Jia’s responsibilities have been expanded and his ability to further influence us, our management, business and operations have increased.
Given that Mr. Jia was disciplined by us in connection with the Special Committee investigation, and in light of the regulatory sanctions he has faced in China (as described above under “– Yueting Jia, our founder and ChiefGlobal ProductCo-Chief and User EcosystemExecutive Officer, is closely associated with our image and brand, and his public image may color public and market perceptions of us. Negative information about Mr. Jia may adversely impact us. Disassociating from Mr. Jia could also adversely impact FF”), the fact that the Board has determined that Mr. Jia is a Section 16 officer and as an “executive officer” under Rule 3b-7 of the Exchange Act, which both could imply that Mr. Jia has policy-making authority in our company, could adversely affect the outcome of the pending SEC and DOJ investigations of us in connection with the matters that were the subject of the Special Committee investigation. Moreover, as a result of Mr. Jia’s regulatory sanctions in China, the Board’s determination that Mr. Jia is both a Section 16 officer and an executive officer of our company could result in the delisting of our securities by Nasdaq, which would adversely impact our ongoing financing efforts, business and financial position and materially impair the market for and market prices of our Common Stock and warrants. If our securities are delisted by Nasdaq, we are unlikely to be able to raise sufficient additional funds in the near term, and as a result may be required to further delay our production and delivery plans for the FF 91, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, and/or cease operations.
We have in the past been, and may in the future be, party to various disputes with our stockholders. For example, beginning in June 2022 we and FF Global were party to a dispute over various terms of the Shareholder Agreement (as then in effect), including relating to FF Global’s right to remove its designees from the Board. As part of this dispute, on June 22, 2022, Matthias Aydt, our current Global CEOCo-CEO and director and then a member of the board of managers of FF Global, after a discussion with a member of FF Global, relayed to Mr. Brian Krolicki, a former member of the Board, that FF Global would pay Mr. Krolicki up to $700,000, offset by the amount of any severance payments made by us, if Mr. Krolicki resigned from the Board. This offer was rejected by Mr. Krolicki.
While we entered into governance settlements with FF Top on September 23, 2022 and on January 13, 2023, which included general mutual releases of claims, there can be no assurance that disputes with FF Global or our other stockholders will not arise in the future. For instance, shortly following the execution of the Heads of Agreement, FF Global began making additional demands that were beyond the scope of the terms contemplated by the Heads of Agreement and pertained to, among other things, our management reporting lines and certain governance matters. On September 30, 2022, FF Global alleged that we were in material breach of the spirit of the Heads of Agreement. We believe we have complied with the applicable terms of the Heads of Agreement, and disputes any characterization to the contrary. Such dispute could result in litigation, may consume substantial amounts of Board and management time, make it difficult for the Board to operate in a constructive and collegial manner and are likely to be costly to us. In addition, the diversion of management and Board attention caused by such disputes may risk the successful completion of our ongoing financing efforts. If we are unable to raise sufficient additional funds in the near term, we may be required to further delay our production and delivery plans for the FF 91 Futurist,Futurist and FX Super One, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, and/or cease operations.
We, our founder and Global Co-Chief Executive Officer, and our Global President, have each received a Wells Notice from the SEC contemplating a civil enforcement action, which could have a material adverse effect on our business, financial condition, results of operations, prospects, reputation, and/or our stock price.
On June 26, 2025, the Company received a “Wells Notice” from the staff of the SEC stating that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against the Company alleging violations of various anti-fraud provisions of the federal securities laws. The SEC staff informed the Company that the alleged violations of anti-fraud provisions of the federal securities laws pertain to purported false or misleading statements in connection with the Company’s 2021 PIPE and SPAC listing, relating to (i) related party transactions, and (ii) Mr. Jia’s role in the Company. An enforcement action may seek an injunction or cease-and-desist order against future violations of provisions of the federal securities laws, the imposition of civil monetary penalties, disgorgement or other equitable relief within the SEC’s authority, or any combination of the foregoing.
On June 27, 2025, Jiawei (Jerry) Wang, the Global President of the Company, received a Wells Notice from the SEC, and on June 30, 2025, YT Jia, Global Co-Chief Executive Officer, received a Wells Notice from the SEC. Each of these notices also states that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against them alleging similar violations in their individual capacities of various anti-fraud provisions of the federal securities laws detailed above. An enforcement action may seek any of the above-referenced remedies, as well as a bar from serving as an officer or director of a public company. Two other former Company employees also received Wells Notices.
A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law but is a preliminary determination by the Staff to recommend to the SEC Commissioners that a civil enforcement action or administrative proceeding be brought against the recipients. The Company and, Messrs. Jia and Wang plan to engage with the SEC Staff about why an enforcement action is not warranted. If the SEC determines to seek an enforcement action against the Company, Mr. Jia, and/or Mr. Wang, the SEC would need to proceed through a formal process, including formal court process for the director and officer bar, during which the Company, Mr. Jia and/or Mr. Wang, as applicable, could defend themselves.
On March 18, 2026, the Company received a letter from the SEC stating that the SEC staff does not intend to recommend an enforcement action by the SEC against the Company. Company Founder and Global Co-Chief Executive Officer Yueting (YT) Jia, and Company Global President Jiawei (Jerry) Wang, confirmed that they received similar letters in their individual capacities. However, this is not equivalent to an exoneration, and it is still possible that certain action may result from any future investigation by the SEC. Such action could be detrimental to the Company, we may lose business cooperation with our actual and/or potential customers and vendors, and it may be more difficult for the Company to obtain additional financing on favorable terms, if at all. Further, it may become more difficult to attract and retain key members of management, our board of directors and other key employees. Any potential subsequent SEC investigation or enforcement actions can be expensive and disruptive, and we are obligated to indemnify each of the individuals for their costs associated with the investigation, and any resulting litigation with the SEC or related litigation brought by other parties, which may cause financial distress to the Company. Our insurance, to the extent maintained, may not cover all claims that may be asserted against us or the specified individuals. In addition, because the Company depends on Messrs. Jia and Wang, the loss of their services may adversely impact the achievement of the Company’s objectives. An unfavorable outcome may have an adverse impact on our business, financial condition, results of operations, prospects, reputation and/or our stock price. In addition, Nasdaq has broad discretion and may determine to delist our securities from the Nasdaq Capital Market or other applicable trading market within the U.S. Any proceeding could also negatively impact our reputation among our stakeholders.
Risks Related to Investing in Cryptocurrency
The launch of central bank digital currencies (“CBDCs”) may adversely impact our business.
The introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued crypto currencies, or significantly limit their utility. National governments around the world could introduce CBDCs, which could in turn limit the size of the market opportunity for cryptocurrencies.
If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.
Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company” if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis. Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section 3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “investment company” for purposes of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled primarily by such entity. We do not believe that we are an “investment company” as such term is defined in either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.
Recently, we have begun focusing on pursuing opportunities to expand our portfolio into digital assets. Since we believe cryptocurrency is not an investment security, we do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act.
With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.
Cryptocurrency, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we are to invest which are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets’ ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi to institutional borrowers.
If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the company’s business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act — including limitations on our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons — likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects.
The cryptocurrency we hold is not insured and not subject to FDIC or SIPC protections.
Currently, the Company does not plan to insure the cryptocurrencies the Company will purchase in the future. Therefore, any loss that we may suffer with respect to our cryptocurrencies will not be covered by insurance and no person may be liable in damages for such loss, which could adversely affect our operations. The Company does not plan to hold the cryptocurrencies with a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”) and, therefore, our cryptocurrency is not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.
Impact of Rising International Political Tensions and Disruptions in Financial Markets on Our Business.
Rising international political tensions and disruptions in the financial markets and global economic conditions may adversely affect our business, operating results, and the value of our securities. Political tensions between the United States and China have escalated in recent years due to, among other factors, the trade war between the two countries that began in 2018, the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region, the inclusion of Chinese entities and individuals on sanctions and other restrictive lists, the recently announced investment restrictions by the U.S. government, and the imposition of sanctions, export, and import restrictions by the Chinese government on certain U.S. persons.
The U.S. government has made statements and taken actions that may lead to potential changes to U.S. and international trade policies towards China. Unfavorable government policies on international trade, such as capital controls or tariffs, could affect the demand for our products and services, impact the competitive position of our products, or prevent us from selling products in certain countries. Furthermore, the application of tariffs or other trade barriers may significantly impact our ability to conduct business internationally, particularly with regard to the sale of electric vehicles (EVs), including battery electric vehicles (“BEVs”), in regions such as the U.S., where incentives and tax credits for BEVs may also be impacted by trade policy changes. On May 14, 2024, the U.S. government announced higher tariffs on steel and aluminum, semiconductors, electric vehicles, batteries, critical minerals, solar cells, ship-to-shore cranes and medical products. These higher tariffs were based on claims that China has engaged in unfair trade practices. The highest of these tariffs are applicable to electric vehicles, which will be subject to a tariff rate of 100% from August 1, 2024, an increase from the earlier rate of 25%. Recently, the Trump administration imposed a 25% tariff globally on all the automobiles and parts imported to the U.S., effective on April 4, 2025. On February 1, 2025, a 10% tariff was added on products imported from China. On March 4, 2025, tariff applicable to products made in China was increased to 20%. On April 2, 2025, an additional 34% tariff was imposed universally to Chinese-made products, which increased the applicable overall tariff to 54%. On April 9, 2025, in response to the retaliation tariff announced by China, the Trump administration further raised the additional tariff to 84%, and on the same day, a reciprocal duty of 125% was charged to products imported from China, and the final applicable tariff rate reaches 145%. On May 12, 2025, Chinese and the U.S. government came to an agreement to temporarily reduce reciprocal tariffs by 115% starting May 14, 2025. The effective tariff rate on products imported from China was reduced to 30%, while the Chinese tariff rate on American goods was reduced to 10%. On October 9, 2025, China added five rare-earth elements to its exportation control list, which requires an export license that foreign producers will have to apply for if they plan to export products that use even slight amounts of Chinese-origin rare-earth minerals. In response, on October 11, 2025, the Trump administration declared that a 100% tariff will be imposed on all importations from China, along with export controls on “any and all critical software from the U.S.” Recently, after a meeting between U.S. and Chinese governments, the restriction mentioned above was lifted and the Trump administration will halt plans for such 100% additional tariffs for one year. Furthermore, on February 20, 2026, the Supreme Court of the United States struck down various tariffs unilaterally imposed by President Trump in a series of executive orders under the International Emergency Economic Powers Act as unconstitutional. Shortly thereafter, President Trump imposed a 15% tariff under the Trade Act of 1974, which can last only 150 days unless Congress approves an extension. How the tariff war between the U.S. and China will develop is highly uncertain, and difficult to predict.
Additionally, on January 16, 2025, the Bureau of Industry and Security issued a final rule entitled “Securing the Information and Communications Technology and Services Supply Chain: Connected Vehicles” (the “Final Rule”), prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware and software, or those components sold separately, with a sufficient nexus to China or Russia. The implementation details of the Final Rule remain under evaluation, the Final Rule may have a material adverse impact on our financial performance or business operations. Any new tariffs, import, export, or investment restrictions, or changes in existing trade agreements, particularly if the U.S. government escalates trade tensions or takes retaliatory measures, could negatively affect our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “All references in this report to “FFAI,” the “Company,” “FF,”“we,” “us,” or “our” mean Faraday Future Intelligent Electric Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its subsidiaries.”
New heading “Company Overview”
New heading “Digital Asset Platform Initiatives”
New heading “Embodied AI Robotics Initiatives”
New heading “AIEV - Strategic Operations and Product Development”
New heading “Robotics - Strategic Operations and Product Development”
New heading “AIXC - Strategic Operations and Product Development”
New heading “AIXC - Capital Raising & Financing Agreements”
New heading “Supply Chain Exposure and Tariff Risk”
New heading “Deferred Revenue”
New heading “Asset Impairment”
New heading “Impairment of Goodwill and Intangible Assets”
New heading “Credit Loss Expense”
New heading “Net Loss on Digital Assets”
New heading “Consolidated - Cost of Revenue”
New heading “Consolidated - Settlement on Accrued Research and Development”
New heading “Consolidated - Sales and Marketing”
New heading “Consolidated - General and Administrative”
New heading “Consolidated - Net Loss from disposal of property, plant and equipment”
New heading “Consolidated - Asset Impairment”
New heading “Consolidated - Impairment of Goodwill”
New heading “Consolidated - Credit Loss Expense”
New heading “Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options”
New heading “Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities”
New heading “Consolidated - Loss on Settlement of Notes Payable”
New heading “Consolidated - Loss on Settlement of Related Party Notes Payable”
New heading “Consolidated - Interest Expense”
New heading “Consolidated - Related Party Interest Expense”
New heading “Consolidated - Loss on Digital Assets, net”
New heading “Consolidated - Other Income (Expense), net”
New heading “AIEV Results of Operations”
New heading “AIEV - Statements of Operations”
New heading “AIEV - Cost of Revenue”
New heading “AIEV - Research and Development”
New heading “AIEV - Settlement of Accrued Research and Development expenses”
New heading “AIEV - Sales and Marketing”
New heading “AIEV - General and Administrative”
New heading “AIEV - Asset Impairment”
New heading “AIEV - Goodwill Impairment”
New heading “AIEV - Loss on Digital Assets, net”
New heading “AIXC Results of Operations”
New heading “AIXC - Statements of Operations”
New heading “AIXC - Research and Development”
New heading “AIXC - General and Administrative”
New heading “AIXC - Credit Loss”
New heading “AIXC - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options”
New heading “AIXC - Interest Expense”
New heading “AIXC - Net Loss on Digital Assets, net”
New heading “AIXC - Other Income (loss), net”
New heading “Conditions Raising Substantial Doubt”
New heading “Management’s Plans”
New heading “Operational Context”
New heading “Equity Issuance Constraints and ATM Program”
New heading “Strategic Investment”
New heading “Risks Affecting Liquidity”
New heading “Basis of Presentation”
New heading “Related Party Notes Payable (December 31, 2025)”
New heading “Judgments and Uncertainties”
New heading “Effect if Actual Results Differ from Assumptions”
Removed heading “Product, Market Expansion & Strategic Initiatives”
Removed heading “Emerging Growth Company Status”
Removed heading “Change in Fair Value of Earnout Liability”
Removed heading “Research and Development”
Removed heading “Sales and Marketing”
Removed heading “General and Administrative”
Removed heading “Lease Impairment, net”
Removed heading “Change in Fair Value of Earnout Liability”
Removed heading “Preparation of Financial statements”
Removed heading “Capital Investment, SPA Portfolio Notes, and Future Equity Plans”
Removed heading “Debt Commitments under SPA Portfolio Notes and Other Notes”
Removed heading “Standby Equity Purchase Agreement, At-The-Market Offering, and Equity Issuance Constraints”
Removed heading “Standby Equity Purchase Agreement”
Removed heading “At-The-Market Offering”
Removed heading “Equity Issuance Constraints”
Removed heading “Capital Needs, FX Series Production, and Bankruptcy Risk”
Removed heading “Funding Alternatives and Risks”
Removed heading “Recognition and disclosure of contingent liabilities, including litigation reserves”
Removed heading “Fair Value Measurements and Fair Value of Related Party Notes Payable and Notes Payable”
Removed heading “Fair Value of Warrants”
Removed heading “Fair Value of Incremental Warrants — Derivative Call Options”
Largest changes
“Impairment of Goodwill and Intangible Assets”see in full comparison
“Throughout 2025, the Company continued to experience elevated general and administrative costs as it managed increased legal, compliance, and governance requirements. These included expenses associated with the SEC investigation, the implementation of temporary governance adjustments, enhanced Sarbanes-Oxley compliance activities, and recurring Form S-1 registration filings to facilitate the resale of shares issued upon conversion of certain convertible debt instruments. …”see in full comparison
“Throughout 2025, the Company continued, to experience elevated general and administrative costs as it managed increased legal, compliance, and governance requirements. These included expenses associated with the SEC investigation, the implementation of temporary governance adjustments, enhanced Sarbanes-Oxley compliance activities, and recurring Form S-1 registration filings to facilitate the resale of shares issued upon conversion of certain convertible debt instruments. …”see in full comparison
“Capital Needs, FX Series Production, and Bankruptcy Risk”see in full comparison
Full comparison: every changed paragraph (449)
All references in this report to “FFAI,” the “Company,” “FF,”“we,” “us,” or “our” mean Faraday Future Intelligent Electric Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its subsidiaries.
Company Overview
With headquarters in the greater Gardena, California,California area, we design and engineer next-generation intelligent, connected,connected electric vehicles. We manufacture vehicles at the FF ieFactoryaiFactory California production facility in Hanford, California. We also have additional engineering, sales, and operational capabilities in China,China and we are exploring opportunities for potential manufacturing capabilitiesopportunities in Chinathere through a joint venture or other arrangements. Additionally, we have established an entityoperations in the UAEUnited Arab Emirates, including an entity to manage the assembly and sales support offor FF 91 series vehicles,vehicles and a facility in Ras Al Khaimah intended to support future FX Super One production, further expanding our market presence in the region.Middle East as part of our “third pole” strategy.
Since our founding, we have developed technologies and products focused on intelligent electric vehicles and connected mobility systems. We believe these capabilities support our strategy to develop intelligent electric vehicles and related mobility technologies. Our long-term strategy is centered on building an integrated Embodied Artificial Intelligence (“EAI”) ecosystem that includes intelligent electric vehicles and robotics.
Our product roadmap builds on the FF 91 platform through the planned FF 92 upgrade program and the FX Super One and reflects an increased focus on reallocating resources, manufacturing capacity, and engineering efforts toward these programs. The shift in strategy from relying primarily on the FF 91 platform, the elimination of federal tax credits for electric vehicles effective September 30, 2025, and escalating U.S.-China trade tensions and potential restrictions on critical materials resulted in the Company recording an asset impairment of $128.9 million during the year ended December 31, 2025. We expect our broader product portfolio to better align product strategy with anticipated demand, improve capital efficiency, and support the next phase of our commercialization efforts.
The Company has also begun implementing an embodied AI robotics strategy intended to complement its intelligent mobility ecosystem. This initiative is focused on the development and potential commercialization of robotics products that may leverage the Company’s AI, sensor, and software capabilities developed for its vehicles. Initial robotics concepts have been introduced, and early-stage commercialization activities are underway. Management views embodied AI robotics as a potential extension of the Company’s EAI ecosystem, connecting intelligent vehicles, an EAI brain and open-source, open-platform framework, and a decentralized AI data factory to support long-term technology commercialization efforts.
During the year ended December 31, 2025, we consolidated AIXC, a newly acquired entity with operations in the life sciences sector. AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” While AIXC is currently immaterial to our operating results, we intend to use it as a platform for evaluating emerging technology initiatives, including blockchain infrastructure and digital asset platform development that may complement the Company’s broader ecosystem strategy.
Since our founding, we have created major innovations in technology and products, and followed a user-centered business model. We believe these innovations will enable us to set new standards in luxury and performance that will redefine the future of intelligent mobility.
Company Overview & Global StrategyStrategies
•Third Pole Strategy: We have begun implementing a "third pole" strategy with an operational facility in the UAE,U.A.E., complementing our U.S. and China market approach.
•Dual-flywheel Strategy:
1.Product and Ecosystem Bridge – Focused on connecting the Company’s intelligent mobility operations with emerging digital asset and Web3 initiatives. This strategy builds on the original FF Bridge Strategy launched in May 2024, which leverages the Company’s “Light 4, Swift 4, Focused 5, Empowering 5” model to combine global supply chain strengths with innovation in the United States. Management believes this approach supports FX, the Company’s mass-market brand, and may expand potential opportunities in the U.S. AIEV market.
2.Digital Asset and Web3 Bridge – Focused on integrating real-world business operations with on-chain assets and related blockchain-based initiatives. In August 2025, the Company launched its Dual-Bridge Ecosystem Strategy to support AI mobility and Web3 integration. The Company is evaluating initiatives such as the EAI Vehicle Chain, which is intended to support tokenized vehicle sales, crypto-based deposits, and Web3-native user engagement, while using blockchain technology to promote a more decentralized and transparent mobility ecosystem.
•Stockholder Initiative: We have implemented an initiative intended to reinforce management’s commitment to transparency, accountability, and long-term value creation, including share purchases by the Company’s leadership.
•Our Proprietary VPA: We have designed and developed a breakthrough mobility platform—our proprietary VPA, which enables scalable vehicle development across multiple segments, including the new FX Series.segments.
•I.A.I Technology: Our advanced I.A.I technology offers high-performance computing, high-speed internet connectivity, OTA updating, an open ecosystem for third-party application integration, and an advanced autonomous driving-ready system. These capabilities also support the Company’s evolving ecosystem strategy, which includes embodied AI robotics initiatives and the exploration of blockchain infrastructure and digital asset platform technologies through AIXC.
•Intellectual Property & Supply Chain Development: Since inception, we have developed a portfolio of intellectual property, established its supply chain, and assembled a global team of automotive and technology experts. As of December 31, 2024,2025, FF has been granted approximately 660656 patents globally.
AIEV Product & LaunchesPipeline
•FF 91 Launch: weWe believe that the FF 91 Futurist (the "“FF 91,"” "“FF 91 Futurist,"” or "“FF 91 2.0 Futurist Alliance"”) is one of the first ultra-luxury electric vehiclevehicles designed to offer a highly-personalized,highly fully-connectedpersonalized, fully connected user experience for driverdrivers and passengers. We startedbegan production onof the first FF 91 Futurist and delivered the first FF 91 2.0 Futurist Alliance and commenced deliveries in 2023. As part of our delivery plan, we are continuing limited FF 91 deliveries to select users while reallocating resources, manufacturing capacity, and engineering efforts toward the planned FF 92 upgrade and the FX Super One. Our strategy emphasizes continued FF 91 deliveries together with development of the FF 92, while the FX brand leverages the Super One to enter the U.S. multi-purpose vehicle market.
•FF 92: We are developing the FF 92 as the next-generation ultra-luxury electric vehicle built on the FF 91 platform, designed to maintain our leading edge in product and technology in the ultra-spire segment as part of a planned FF 92 upgrade program. The FF 92 remains in the research and development stage and has not yet entered commercial production.
•FX Super One: We are developing the FX Super One as the first “First Class AI‑MPV” under the FX brand, blending luxury and versatility in an AI‑powered multi‑purpose vehicle. The FX Super One is designed to serve visionaries and families, combining a spacious cabin with flexible four‑, six‑ or seven‑seat configurations and advanced AI features. It incorporates the world’s first Super EAI F.A.C.E. system—a customizable front LED display that can serve as an expressive “face” and extend the user’s presence—and is built on FF’s EAI 6×4 technology platform. The vehicle offers both pure battery‑electric and AI hybrid extended‑range powertrain options, intelligent all‑wheel drive, and an expansive interior with zero‑gravity seats, a multi‑source sensor suite for proactive safety, and an EAI operating system that supports voice, gesture and immersive multimedia interaction. With a target of delivering “twice the performance at half the price” and creating a new “First Class AI‑MPV” market in the U.S. and Middle East, the FX Super One is currently in development; pilot production and regulatory preparations are under way.
•Vehicle Pipeline: In addition to the FF 91, FF 92, and FX Super One, our planned B2C passenger vehicle lineup includes the FX 4 and FX 6. The FX 4 is designed as a mainstream, large-space sporty AIEV intended to broaden our reach beyond the ultra-luxury segment, while the FX 6 is planned as a larger, family-oriented AIEV positioned above the FX 4 within the FX lineup. Both models are expected to offer a mix of battery-electric and range-extended powertrain configurations and are intended to complement the FX Super One by expanding our presence in higher-volume segments of the global EV market. Both the FX 4 and FX 6 are currently in the early stages of research and development.
The Company is evaluating digital asset and blockchain-related initiatives as part of its broader Eco Artificial Intelligence (“EAI”) ecosystem strategy. These initiatives remain in the early development stage and are intended to support potential platform capabilities associated with the Company’s ecosystem development.
Digital Asset Platform Initiatives
•The Company is evaluating digital asset and blockchain-based platform capabilities through its controlling interest in AIXC, which was obtained in September 2025, and related ecosystem initiatives. These efforts are intended to support potential Web3 applications, decentralized infrastructure, and digital asset–related services that may complement the Company’s broader intelligent mobility ecosystem.
•The Company is exploring blockchain infrastructure and digital asset platform technologies that could enable secure data management, digital identity, and decentralized applications associated with connected vehicles and user engagement platforms. These initiatives remain in the early development stage and have not yet generated material revenues.
Embodied AI Robotics Initiatives
•The Company has also begun exploring embodied AI robotics applications that leverage its artificial intelligence, sensor, and software platform capabilities developed for its intelligent electric vehicles. These efforts are focused on extending the Company’s AI perception, control systems, and autonomous computing architecture into robotics applications.
•Vehicle Pipeline: Our planned B2C passenger vehicle pipeline includes the FF 91 series, plus the new FX Series (FX 5, FX 6, and FX Super One).
•FF Series Manufacturing: The FF 91 Series is currently being manufactured in FF ieFactoryaiFactory California.
•FX Series Manufacturing: Certain FX Series models are expected to be manufactured at FF aiFactory California, and, contingent on adequate funding and local regulatory and operational preparations, FX Super One production is targeted at our Ras Al Khaimah facility in the United Arab Emirates.
•Global Availability: All of our vehicles are expected to be available for sale in the U.S. and the Middle East. Our Ras Al Khaimah facility in the United Arab Emirates integrates offices, production workshops, and operational hubs and is positioned to support sales and service across the Gulf Cooperation Council countries; this facility has been highlighted as a springboard for the Company’s future expansion into European and North African markets. In parallel, the FF China team is focused on strengthening global supply‑chain management and pursuing strategic partnerships with intelligent‑driving companies, which could eventually support manufacturing and distribution activities in China.
•FX Series Manufacturing: Certain models of FX Series are planned to be manufactured in FF ieFactory California.
•Global Availability: All of our vehicles are expected to be available for sale in the U.S., China, and the Middle East, with potential expansion to European markets.
The following summarizes certain developments occurring from January 1, 2025 through the filing date of this report that relate to the Company’s operations, financing activities, and corporate initiatives.
AIEV - Strategic Operations and Product Development
•In March 2025, we hosted FF Open AI Day and unveiled our Personalized AI and Bespoke AI systems. These innovations are part of our All-AI Mobility Ecosystem. Personalized AI is designed to learn and adapt to user preferences across vehicle controls, comfort, and interaction styles. Bespoke AI delivers co-created, premium user interfaces and intelligent services tailored for luxury users, acting as a digital concierge. Both systems are built on large-model AI architecture and are planned for integration into the FF 91 and FX series.
From January 1, 2024, through the filing date, we achieved key operational and financing milestones. Below is a summary of significant events by category.
Product, Market Expansion & Strategic Initiatives
•In February 2024, updated Master Plan 1.1 to strategically position us for growth in 2024. The plan includes next steps for the Company’s operations, product and technology, manufacturing/supply chain, and funding/finance.
•In April 2024, we established a Middle Eastern sales entity in Dubai, U.A.E.
•In July 2024, we unveiled our Automotive Bridge Strategy, reintroducing a two-brand approach to target both luxury and affordable EV markets, expanding our reach through the integration of advanced AI and software technologies.
•In July 2024, we held an interactive investor Community Day at our Gardena headquarters.
•In August 2024, Wei Gao, Head of Global Communication and Community Sales, took delivery of an FF 91 2.0 Futurist Alliance, marking the second delivery in the Start of Delivery Second Phase (“SOD2”).
•In September 2024, we launched our second brand, Faraday X (“FX”), specifically focused on producing affordable electric vehicles priced between $20,000 and $50,000 to capture a broader consumer market.
•In September 2024, we delivered an FF 91 2.0 Futurist Alliance to Born Leaders Entertainment in Hollywood, where Born Leaders also became a Developer Co-Creation Officer for us.
•In October 2024, we entered into a co-investment agreement with Master Investment Group, led by Sheikh Abdulla Al Qassimi, to establish our future regional headquarters in Ras Al Khaimah, UAE, supporting Faraday’s Middle East expansion strategy. Construction is set to occur in 2025, with operations expected by late 2025 or early 2026. We signed agreements with the Ras Al Khaimah Economic Zone (“RAKEZ”) for both a current business location and a larger operational facility to strengthen its presence in the UAE’s strategic economic hub.
•In October 2024, we entered into a licensing agreement with Grow Fandor, an intellectual property commercialization company. Grow Fandor will act as the exclusive licensee for ecosystem products bearing the FF and FX brands, managing their design, development, sales, and operations.
•In November 2024, the Company’s wholly owned subsidiary, FX, signed definitive agreements with Chinese OEMs to develop two planned products. The product research phase has commenced, with deliveries targeted by the end of 2025.
•In December 2024, fashion model and designer Suede Brooks received delivery of the new FF 91 2.0 Futurist Alliance and participated in a design-related event in Los Angeles with Company representatives.
•In January 2025, we revealed FX’s AI-MPV product strategy and presented camouflaged prototype mules during an event in Las Vegas, Nevada.
•In March 2025, Future AIHER AI Hybrid Extended-Range Electric Powertrain System Inc. was incorporated in the State of Delaware as a subsidiary of the Company. This subsidiary focuses on the design and development of AI hybrid extended-range electric powertrain systems.
•In April 2025, the Company entered into a B2B vehicle reservation agreement with JC Auto, a New York City–based dealership operating as 129 Auto Sales Corp., for up to 1,000 FX Super One vehicles, including a $100,000 non-refundable deposit and priority delivery of up to 300 vehicles subject to future production, pricing and delivery schedules.
•In May 2025, the Company entered into a second B2B pre-order agreement with Sky Horse Auto LLC—a California-based premium mobility provider—for up to 300 FX Super One vehicles, supported by a $30,000 non-refundable deposit and priority delivery; subject to future production, pricing and delivery schedules.
•In May 2025, the Company disclosed it had secured non-binding fleet reservation deposits totaling 1,300 FX Super One vehicles, including prior agreements with JC Auto and Sky Horse Auto, reflecting growing demand from U.S. mobility operators.
•In May 2025, the Company secured 600 additional B2B deposits from U.S.-based multi-channel network ("MCN") agencies CreatoRev and Good Deal, bringing total FX Super One B2B deposits to over 2,500 units.
•In May 2025, the Company began deploying FF 91 AI and software technologies, including a voice interaction system based on large language models, into the FX product line.
•In May 2025, the Company expanded its U.S. and Middle East operations, with its Ras Al Khaimah (RAKEZ) facility in the U.A.E. ready for occupancy and targeted FX Super One production in the region contingent on funding. The strategy supports regulatory streamlining, market training, and regional investor interest.
•In July 2025, the Company publicly unveiled the FX Super One at a launch event in Los Angeles, introducing its F.A.C.E. LED display technology and Super EAI ecosystem. The Company reported receiving more than 10,000 reservation deposits and expressions of customer interest for the vehicle as it advances toward future production readiness.
•In August 2025, the Company stated its focus on expanding its FX and FF 91 model lines, emphasizing broader market reach by introducing luxury technology from the FF 91 into future mass-production FX vehicles.
What changed in the latest 10-Q
Risk Factors
New heading “Risks Related to Our Business and Industry”
New heading “Our robotics business is subject to significant risks relating to market development, customer demand, supply planning and servicing, and the market for our robotics products and services may not develop as anticipated.”
New heading “Regulatory restrictions on foreign-produced advanced robotic devices could materially adversely affect our business, results of operations and growth prospects.”
Largest changes
“The FCC’s action reflects heightened governmental scrutiny of products manufactured in China and other foreign jurisdictions that incorporate advanced sensing, communications, artificial intelligence and remote-connectivity capabilities. Additional legislation, executive actions, regulations, trade restrictions, import controls, tariffs, sanctions or agency determinations could further restrict or prohibit the importation, authorization, sale, servicing or use of our products or components, including products that are currently authorized. …”see in full comparison
“Our robotics business is subject to significant risks relating to market development, customer demand, supply planning and servicing, and the market for our robotics products and services may not develop as anticipated.”see in full comparison
“Regulatory restrictions on foreign-produced advanced robotic devices could materially adversely affect our business, results of operations and growth prospects.”see in full comparison
“Our growth also depends on the development of practical, cost-effective and compelling robotics applications that provide measurable value to businesses and consumers. Many existing and potential robotics use cases remain unproven, are still being tested or may not achieve widespread commercialization. Businesses may be reluctant to deploy robotic systems because of implementation costs, integration challenges, operational disruptions, cybersecurity risks, workplace safety, liability, regulatory compliance, workforce displacement or labor-relations concerns. …”see in full comparison
“The risks described in our Form 10-K under the heading “Changes in U.S. and international trade policies, including export and import controls and laws, particularly with regard to China, may adversely impact our business and operating results” also apply to our robotics business. On July 28, 2026, the Federal Communications Commission (“FCC”) updated its Covered List to include certain foreign-produced “advanced robotic devices,” including mobile robots such as humanoid and quadruped robots, following determinations by U.S. …”see in full comparison
Full comparison: every changed paragraph (24)
ThereExcept as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.
Risks Related to Our Business and Industry
Our robotics business is subject to significant risks relating to market development, customer demand, supply planning and servicing, and the market for our robotics products and services may not develop as anticipated.
The robotics industry is at an early stage of development, and the commercial adoption of robotics technologies for workplace, consumer and household applications is still evolving. There is limited historical market data available to assess long-term demand, customer acceptance, pricing trends, technological standards and competitive dynamics. As a result, our estimates regarding market growth, customer demand and adoption rates may prove inaccurate.
Our success depends on attracting and retaining customers and maintaining demand for our robotics products and the related software, AI systems and services that we provide or may provide in the future. We offer consumers the ability to pre-order certain robotics products in the United States. We have experienced, and may in the future experience, cancellations, which may result in lower unit sales and increased inventory. We also have limited experience marketing, selling and advertising robotics products, and there can be no assurance that we will successfully develop these capabilities or achieve the anticipated benefits from our marketing and commercialization efforts.
Our growth also depends on the development of practical, cost-effective and compelling robotics applications that provide measurable value to businesses and consumers. Many existing and potential robotics use cases remain unproven, are still being tested or may not achieve widespread commercialization. Businesses may be reluctant to deploy robotic systems because of implementation costs, integration challenges, operational disruptions, cybersecurity risks, workplace safety, liability, regulatory compliance, workforce displacement or labor-relations concerns. Consumers may be hesitant to adopt robotics products because of concerns regarding cost, reliability, privacy, security, safety, ease of use or social acceptance. Negative publicity relating to robotics, artificial intelligence, automation, product failures, accidents or perceived adverse societal impacts could further reduce acceptance and slow adoption.
Our limited operating history in robotics also makes it difficult to forecast demand and determine the appropriate level of product and component inventory. If we overestimate demand, we or our suppliers may hold excess inventory and incur additional costs. If we underestimate demand, we or our suppliers may have insufficient inventory, which could interrupt production or delay shipments and revenue.
In addition, we have minimal experience servicing and repairing robotics products, which may require specialized skills, parts and technical support. Although we plan to internalize certain aspects of robotics product service over time, we may initially rely on third-party service providers. We may be unable to enter into acceptable arrangements with such providers, and potential providers may initially have limited experience servicing our products or may lack sufficient resources, personnel or inventory to satisfy customer requirements in a timely manner. Customer usage may also result in higher-than-expected maintenance, repair and support costs.
If customers do not perceive our robotics products and related services as providing sufficient value, quality, reliability, functionality, safety or cost competitiveness, or if we cannot accurately forecast demand or provide satisfactory service and support, we may be unable to retain reservations, attract customers, generate anticipated revenue or achieve profitability. Any of these developments could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows.
Regulatory restrictions on foreign-produced advanced robotic devices could materially adversely affect our business, results of operations and growth prospects.
The risks described in our Form 10-K under the heading “Changes in U.S. and international trade policies, including export and import controls and laws, particularly with regard to China, may adversely impact our business and operating results” also apply to our robotics business. On July 28, 2026, the Federal Communications Commission (“FCC”) updated its Covered List to include certain foreign-produced “advanced robotic devices,” including mobile robots such as humanoid and quadruped robots, following determinations by U.S. national security agencies that such products may pose national security, supply-chain and cybersecurity risks. Under the FCC’s action, new device models that fall within the scope of the determination may be unable to obtain the FCC equipment authorizations necessary for importation, marketing or sale in the United States unless an applicable exemption, waiver or conditional approval is obtained. Existing FCC-authorized models generally are not affected by the new restrictions..
We currently import robotics products from China that have received FCC approvals and authorizations. Although our existing products may continue to be imported, marketed and sold to the extent permitted under applicable law and regulatory guidance, there can be no assurance that future product models, product enhancements, software-enabled upgrades, successor products or additional robotics platforms sourced from China or other foreign jurisdictions will remain eligible for FCC authorization or otherwise be permitted for importation or sale in the United States.
The FCC’s action, related executive-branch determinations and future regulatory developments could adversely affect our business by:
•limiting or preventing our ability to introduce new robotics products into the U.S. market;
•increasing regulatory compliance, testing, certification and legal costs;
•requiring us to redesign products, alter technical architectures, implement additional cybersecurity controls or seek governmental approvals;
•disrupting relationships with existing suppliers and manufacturers;
•requiring us to identify, qualify and transition to alternative suppliers or manufacturing locations, which may not be available on commercially reasonable terms or at all;
•increasing product costs and reducing margins;
•delaying product launches and customer deployments;
•reducing demand because of customer concerns regarding regulatory uncertainty; or
•subjecting us to additional governmental reviews, investigations or restrictions.
The FCC’s action reflects heightened governmental scrutiny of products manufactured in China and other foreign jurisdictions that incorporate advanced sensing, communications, artificial intelligence and remote-connectivity capabilities. Additional legislation, executive actions, regulations, trade restrictions, import controls, tariffs, sanctions or agency determinations could further restrict or prohibit the importation, authorization, sale, servicing or use of our products or components, including products that are currently authorized. Any such developments could materially disrupt our operations, supply chain and growth strategy.
If we are unable to obtain required regulatory approvals for future products, diversify our supply chain, transition manufacturing to alternative jurisdictions, obtain available exemptions or conditional approvals, or otherwise mitigate the effects of these regulatory developments, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Management's Discussion & Analysis (MD&A)
New heading “Loss on Settlement of notes receivable”
New heading “Consolidated - Revenue (3-Month Overview)”
New heading “Consolidated - Revenue (6-Month Overview)”
New heading “Consolidated - Research and Development (3-Month Overview)”
New heading “Consolidated - Research and Development (6-Month Overview)”
New heading “Consolidated - Sales and Marketing (3-Month Overview)”
New heading “Consolidated - Sales and Marketing (6-Month Overview)”
New heading “Consolidated - General and Administrative (6-Month Overview)”
New heading “Consolidated - Net Loss from disposal of property, plant and equipment (6-Month Overview)”
New heading “Consolidated - Impairment of intangible assets, including goodwill (3-Month Overview)”
New heading “Consolidated - Impairment of Intangible assets, including Goodwill (6-Month Overview)”
New heading “Consolidated - Credit Loss Expense (6-Month Overview)”
New heading “Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options (3-Month Overview)”
New heading “Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options (6-Month Overview)”
New heading “Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (3-Month Overview)”
New heading “Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (6-Month Overview)”
New heading “Consolidated - Loss on Settlement of Notes Payable (3-Month Overview)”
New heading “Consolidated - Loss on Settlement of Notes Payable (6-Month Overview)”
New heading “Consolidated - Loss on Settlement of Related Party Notes Payable (3-Month Overview)”
New heading “Consolidated - Loss on Settlement of Related Party Notes Payable (6-Month Overview)”
New heading “Consolidated - Loss on Settlement of Notes Receivable (3-Month Overview)”
New heading “Consolidated - Loss on Settlement of Notes Receivable (6-Month Overview)”
New heading “Consolidated - Interest Expense (3-Month Overview)”
New heading “Consolidated - Interest Expense (6-Month Overview)”
New heading “Consolidated - Loss on Digital Assets, net (3-Month Overview)”
New heading “Consolidated - Loss on Digital Assets, net (6-Month Overview)”
New heading “Consolidated - Other Income, net (6-Month Overview)”
New heading “AIEV - Statements of Operations”
New heading “AIEV - Revenue (6-Month Overview)”
New heading “AIEV - Cost of Revenue (6-Month Overview)”
New heading “AIEV - Research and Development (6-Month Overview)”
New heading “AIEV - Sales and Marketing (6-Month Overview)”
New heading “AIEV - General and Administrative (6-Month Overview)”
New heading “AIEV - Loss (gain) from disposal of property, plant and equipment (3-Month Overview)”
New heading “AIEV - Loss from disposal of property, plant and equipment (6-Month Overview)”
New heading “AIEV - Impairment of intangible assets, including goodwill (3-Month Overview)”
New heading “AIEV - Impairment of intangible assets, including goodwill (6-Month Overview)”
New heading “AIEV - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (3-Month Overview)”
New heading “AIEV - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (6-Month Overview)”
New heading “AIEV - Loss on Settlement of Related Party Notes Payable (3-Month Overview)”
New heading “AIEV - Loss on Settlement of Related Party Notes Payable (6-Month Overview)”
New heading “AIEV - Interest Expense (6-Month Overview)”
New heading “AIEV - Other Income, net (6-Month Overview)”
New heading “Robotics - Cost of Revenue (3-Month Overview)”
New heading “Robotics - Cost of Revenue (6-Month Overview)”
New heading “AIXC - Sales and Marketing (3-Month Overview)”
New heading “AIXC - Sales and Marketing (6-Month Overview)”
New heading “AIXC - General and Administrative (3-Month Overview)”
New heading “AIXC - General and Administrative (6-Month Overview)”
New heading “AIXC - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options (6-Month Overview)”
New heading “AIXC - Loss on Settlement of Notes Receivable (3-Month Overview)”
New heading “AIXC - Loss on Settlement of Notes Receivable (6-Month Overview)”
New heading “AIXC - Net Loss on Digital Assets, net (6-Month Overview)”
New heading “AIXC - Other Income (loss), net”
New heading “Related Party Notes Payable”
Removed heading “Consolidated - Research and Development”
Removed heading “Consolidated - Net Loss from disposal of property, plant and equipment”
Removed heading “Consolidated - Impairment of Intangible assets, including Goodwill”
Removed heading “Consolidated - Credit Loss Expense”
Removed heading “Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options”
Removed heading “Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities”
Removed heading “Consolidated - Loss on Settlement of Notes Payable”
Removed heading “Consolidated - Loss on Settlement of Related Party Notes Payable”
Removed heading “Consolidated - Interest Expense”
Removed heading “AIEV - Loss from disposal of property, plant and equipment”
Removed heading “AIEV - Goodwill Impairment”
Removed heading “AIXC - Research and Development”
Removed heading “AIXC - General and Administrative”
Removed heading “Subsequent Financing Transactions”
Largest changes
“Consolidated - Impairment of intangible assets, including goodwill (3-Month Overview)”see in full comparison
“Consolidated - Impairment of Intangible assets, including Goodwill (6-Month Overview)”see in full comparison
“AIEV - Impairment of intangible assets, including goodwill (3-Month Overview)”see in full comparison
“AIEV - Impairment of intangible assets, including goodwill (6-Month Overview)”see in full comparison
“Consolidated - Impairment of Intangible assets, including Goodwill”see in full comparison
“During the six months ended June 30, 2026, the Company recorded a impairment charge of intangible assets, including goodwill of $5.7 million, which was primarily consist of $2.1 million impairment charge of goodwill and $3.6 million impairment charge of intangible assets. Impairment of goodwill was related to the AIXC reporting unit. In connection with the impairment assessment under ASC 350, management compared the estimated fair value of the AIXC reporting unit to its carrying value. …”see in full comparison
Full comparison: every changed paragraph (363)
We are a California-based, global,Physical shared, intelligent mobilityAI ecosystem company founded in 2014 with a vision to disrupt the automotive industry. Our Class A Common Stock and Public Warrants trade on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “FFAI”. andOur Public Warrants, which previously traded on Nasdaq under the ticker symbol “FFAIW,” respectively.expired on July 21, 2026.
With headquarters in the greater Los Angeles, California area, we design and engineer next-generation intelligent, connected electric vehicles and aredevelop developingand embodiedcommercialize AImulti-form Embodied Artificial Intelligence (“EAI”) robotics products and related commercializationplatform and ecosystem initiatives. We manufacture vehicles at the FF aiFactory California production facility in Hanford, California. We also have additional engineering, sales, and operational capabilities in China. Additionally, we have established operations in the United Arab Emirates, including an entity to managesupport assemblyregional sales and sales support for FF 91 series vehiclesoperations and a facility in Ras Al KhaimahKhaimah. intendedDuring tothe supportthree futuremonths ended June 30, 2026, FX Super One production,sales furtheractivity expandingand ourrelated presenceassembly and delivery preparation in the MiddleU.A.E. Eastwere aspaused partin response to regional geopolitical conditions and management’s reprioritization of ourcertain “thirdinternal pole”resources strategy.toward the robotics business, while EV engineering and production-readiness activities continued through the Company’s supplier arrangements.
Since our founding, we have developed technologies and products focused on intelligent electric vehicles and connected mobility systems. We believe these capabilities support our strategy to develop intelligent electric vehicles and related mobility technologies. Our long-termproduct strategy is centered on buildingtwo anprincipal integratedproduct Embodied Artificial Intelligence (“EAI”) ecosystem that includes categories—intelligent electric vehicles and embodied AI robotics. Separately, through AIXC, we pursue platform, digital-asset and related emerging-technology initiatives.
Our product roadmap builds on the FF 91 platform through the planned FF 92 upgrade program and includes the FX Super One and it reflects an increased focus on reallocating resources, manufacturing capacity, and engineering efforts toward these programs and our robotics commercialization initiatives. We expect our broader product portfolio to better align product strategy with anticipated demand, improve capital efficiency, and support the next phase of our commercialization efforts.
We have advanced our EAI robotics strategy from initial commercialization into a broader multi-form Physical AI platform. Our robotics strategy also focuses on four areas: the EAI Brain; EAI Devices; Industry Productivity Solutions and the Developer Platform; and the EAI Data Factory, During the six months ended June 30, 2026, we expanded robotics product sales and shipments, launched the FF EAI Brain and Open Developer Platform, introduced a six-series full-form robotics lineup, and advanced education and industrial application ecosystems. Our robotics strategy is intended to integrate devices, data, and the EAI Brain and Open Developer Platform while leveraging AI, sensor, software, and platform capabilities developed across our vehicle and robotics businesses.
We have begun implementing an embodied AI robotics strategy intended to complement our intelligent mobility ecosystem. This initiative is focused on the development and commercialization of robotics products that may leverage our AI, sensor, software, and platform capabilities developed for intelligent electric vehicles. During the three months ended March 31, 2026, our robotics business entered the early commercialization stage, including initial product deliveries and non-binding pre-order activity supported by non-refundable deposits. Management views embodied AI robotics as an extension of our EAI ecosystem, connecting intelligent vehicles, robotics devices, an EAI brain, an open-source and open-platform framework, and data-driven AI capabilities to support long-term technology commercialization efforts.
AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” Through AIXC,AIXC which we consolidate as a variable interest entity under ASC 810, we are evaluatingpursuing emergingreal-world technologyasset (“RWA”) tokenization, digital asset, and EAI infrastructure initiatives, including AI,blockchain-enabled blockchain-basedinfrastructure platformfor development,traditional assets and relatedAI-enabled cryptophysical service initiatives that may complement our broader ecosystem strategy.systems.
•Third Pole Strategy: We have begun implementing a "third pole" strategy with an operational facility in the U.A.E., complementing our U.S. and China market approach. During the three months ended June 30, 2026, FX Super One sales activity and related assembly and delivery preparation in the U.A.E. were paused in response to regional conditions and adjustments to the FX Super One program.
2.AIXC Platform Strategy – Focused on developing programmable systems at the intersection of RWA tokenization and EAI, including infrastructure for the on-chain administration of traditional and real-world assets and the economic coordination of AI-enabled physical systems. AIXC is evaluating the partial tokenization of the FFAI securities portfolio held through its entrusted investment arrangement and is developing AIxC Hub, a platform intended to support the registration, validation, and economic coordination of AI-enabled physical hardware and robotic systems. During the three months ended June 30, 2026, AIXC launched RoboShare, a robot rental matching marketplace, and AIXC01, an autonomous asset infrastructure network. As of June 30, 2026, the proposed tokenization had not been completed, and AIXC had not entered into any definitive, binding commercial agreements with FFAI Robotics. These initiatives remain in the early stages of development.
2.AIXC Platform Strategy – Focused on evaluating emerging technology initiatives through AIXC, including AI, blockchain-based platform development, and related crypto service initiatives that may complement our broader EAI ecosystem. These initiatives remain in the early stages and are intended to support potential future platform capabilities associated with intelligent mobility, robotics, user engagement, and ecosystem development.
•I.A.I Technology: Our advanced I.A.I technology offers high-performance computing, high-speed internet connectivity, OTA updating, an open ecosystem for third-party application integration, and an advanced autonomous driving-ready system. TheseOur capabilitiesbroader alsotechnology support our evolvingand ecosystem strategy,strategy whichalso includes embodied AI robotics initiatives andand, relatedthrough cryptoAIXC, servicethe development of RWA tokenization and blockchain-basedEAI platform technologies through AIXC.infrastructure.
•Intellectual Property: Since inception, we have developed a portfolio of intellectual property, and established a global team of automotive and technology experts. As of MarchJune 31,30, 2026, we had been granted approximately 656 patents globally.
•FX Super One: We are developing the FX Super One as the first “First Class AI‑MPV” under the FX brand, blending luxury and versatility in an AI‑powered multi‑purpose vehicle. The FX Super One is designed to serve visionaries and families, combining a spacious cabin with flexible four‑, six‑ or seven‑seat configurations and advanced AI features. It incorporates the Super EAI F.A.C.E. system—a customizable front LED display that can serve as an expressive “face” and extend the user’s presence—and is built on FF’s EAI 6×4 technology platform. The vehicle offers both pure battery‑electric and AI hybrid extended‑range powertrain options, intelligent all‑wheel drive, and an expansive interior with zero‑gravity seats, a multi‑source sensor suite for proactive safety, and an EAI operating system that supports voice, gesture and immersive multimedia interaction. The FX Super One is currently in development; pilot production and regulatory preparations are under way. During the three months ended MarchJune 31,30, 2026, we continued development, supplier coordination, and commercialization preparation activities for the FX Super One, including pre-order and go-to-market activities in the U.S. FX Super One sales activity and Middlerelated East.assembly and delivery preparation in the U.A.E. were paused during the quarter in response to regional conditions and adjustments to the program..
WeThrough AIXC, we are evaluatingpursuing AI,RWA blockchain-basedtokenization, platform,digital asset, and relatedEAI crypto serviceinfrastructure initiatives as part of our broader EmbodiedPhysical Artificial Intelligence (“EAI”)AI ecosystem strategy. These initiatives remain in the early development stage and are intended to support potential platform capabilities associated with the Company’s ecosystem development.stage.
•Through AIXC, we are developing programmable systems at the intersection of RWA tokenization and EAI. These efforts include software infrastructure for the digitization and on-chain administration of traditional and real-world assets and infrastructure intended to support AI-enabled physical hardware and robotic systems.
•Through AIXC, we are evaluating emerging technology initiatives, including AI, blockchain-based platform development, and related crypto service initiatives. These efforts are intended to support potential Web3 applications, decentralized infrastructure, and crypto service-related services that may complement the Company’s broader intelligent mobility ecosystem.
•We are exploringevaluating blockchain-basedblockchain-enabled platforminfrastructure technologiesfor thatasset couldadministration, enableownership securerecords, datatransaction management, digital identity,settlement, and decentralizedthe applicationscoordination associatedof withAI-enabled connectedphysical vehicles and user engagement platforms.systems. These initiatives remain in the early development stage and have not yet generated material revenues.
•We have expanded the development and commercialization of multi-form EAI robotics products and related education, industrial and developer-platform initiatives. During the three months ended June 30, 2026, we launched the six-series full-form FF EAI Robot World, the FF EAI Brain and Open Developer Platform, an EAI robotics education ecosystem and the FF Faber industrial mobile manipulator series. These initiatives remain in the early stages and are subject to product readiness, certification, supply availability, funding and customer adoption risks.
•We have begun implementing exploring embodied AI robotics applications that leverage its artificial intelligence, sensor, and software platform capabilities developed for its intelligent electric vehicles. These efforts are focused on extending our AI perception, control systems, and autonomous computing architecture into robotics applications.
•FX Series Manufacturing: Certain FX Series models are expected to be manufactured at the FF aiFactory California, and, contingent on adequate funding and local regulatory and operational preparations, FX Super One production is targeted at our Ras Al Khaimah facility in the United Arab Emirates. We had also been evaluating future FX Super One production at our Ras Al Khaimah facility in the U.A.E.; however, related assembly and delivery preparation activities were paused during the three months ended June 30, 2026. The location and timing of future production remain subject to funding, operational readiness, regulatory approvals and regional market conditions.
•Robotics Manufacturing: OurCertain final integration, software configuration, testing, inspection and delivery-preparation activities for our robotics products are currently being assembledperformed at our El Segundo, California facility. The products and their principal components are currently sourced primarily from third-party suppliers, including suppliers located in China. We are evaluating plans to scale production, including potentialpotentially transition ofexpanding robotics assemblymanufacturing and integration activities to our Hanford, California facility and/or other manufacturing locations, subject to funding, operational readiness,readiness and market demand.
•Global Availability: We intend to pursue sales of our vehicles and robotics products in the U.S. and selected international markets, including the Middle East, subject to funding, product readiness, regulatory approvals and regional market conditions. During the three months ended June 30, 2026, FX Super One sales activity and related assembly and delivery preparation in the U.A.E. were paused. The FF China team continues to support global supply-chain management and strategic partnerships that may support future manufacturing and distribution activities..
•Global Availability: All of our vehicles are expected to be available for sale in the U.S. and the Middle East. Our Ras Al Khaimah facility in the United Arab Emirates integrates offices, production workshops, and operational hubs and is positioned to support sales and service across the Gulf Cooperation Council countries; this facility has been highlighted as a springboard for our future expansion into European and North African markets. In parallel, the FF China team is focused on strengthening global supply‑chain management and pursuing strategic partnerships with intelligent‑driving companies, which could eventually support manufacturing and distribution activities in China.
•In April 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement with its previously announced bridge strategy partner to suspend the development, testing and engineering services under the previously executed Super One engineering services agreement. Separately, GlobeX AI entered into a non-binding letter of intent with the bridge strategy partner to explore the development of a Super One 800V EV product based on the partner's M82 model for the U.S. market. The scope, responsibilities, costs and other terms of the proposed 800V project remain subject to negotiation and execution of definitive agreements.
•In March 2026, the Company announced that it continued to expand its Co-Creation Ecosystem B2B2C model and Four-Pillar Sales Architecture, including community sales, partner sales, B2B sales and third-party e-commerce. The Company also stated that, following its presence at the NADA Dealer Summit, it signed memorandums of understanding for sales cooperation covering both the FX Super One and EAI robots with several U.S. mainstream dealerships.
•In March 2026, the Company provided an update on its EAI EV strategy, stating that the FX Super One had advanced into engineering validation, homologation and production system refinement following the roll-off of the first pre-production vehicle at its Hanford, California facility in December 2025. The Company also stated that it continued to advance U.S. production readiness, including localized certification work related to Federal Motor Vehicle Safety Standards (“FMVSS”) requirements, and remained focused on phased delivery of the FX Super One.
•In April 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement to a previously executed engineering services agreement with its previously announced bridge strategy partner. Under the supplemental agreement, the Company plans to upgrade the FX Super One to an 800V architecture or accelerate the AIHER project, while pausing the original Super One 400V cooperation project. The advance research and development fee remains due and payable, while subsequent remaining balances and development, testing and engineering services are paused.
Robotics - Strategic OperationsOperations, Product Development, and ProductRegulatory DevelopmentMatters
•In February 2026, the Company established FF AI-Robotics Inc. and launched three robotics product lines, FF Futurist, FF Master and FX Aegis, and disclosed that sales and pre-orders had opened, more than 1,200 non-binding and non-refundable B2B deposits had been received, and initial deliveries were planned for late February 2026. The Company also stated that the Mobile Manipulator Robot Series was planned to be launched in the second quarter, that robotics production preparation was underway, and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.
•In February 2026, the Company furnished a corrected press release announcingannounced the establishment of FF AI-Robotics Inc. and the launch of its first three robotics product lines: FF Futurist, FF Master, and FX Aegis. The release stated that sales and pre-order collection had begun, the first deliveries were planned for the end of February, the Mobile Manipulator Robot Series was planned for the second quarter, and the Company had received more than 1,200 non-binding and non-refundable B2B deposits. The release also stated that the robotics business had entered production preparation and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.
•In February 2026, the Company delivered its first batch of robots to Golden Hills, a premium Airbnb property operator in Florida and Nevada, pursuant to a sales agreement. This milestone marked the official launch of FF’s first AI-robot delivery cycle in 2026.
•In June 2026, the Company launched the first half of its full-form EAI Robot World across six product series and its Three-in-One EAI robotics education ecosystem strategy. The Company also introduced the All-New Futurist humanoid robot and the FX Navi quadruped robot, priced at $1,990, opened sales and delivery for FX Navi, and launched the initial tools for its open-source developer platform.
•Later in June 2026, the Company launched the second half of its full-form EAI Robot World at Automate in Chicago, including the All-New Futurist and the FF Faber industrial-grade mobile manipulator series, and previewed its industrial ecosystem. The Company announced a list price of $89,900 for a specified All-New Futurist configuration that included a premium Skills package. The Company also reported more than 100 robot sales and shipments during June, achievement of its first-half robotics shipment target and an increase in its 2026 robotics sales and shipment target.
•In July, 2026, the Federal Communications Commission (“FCC”) added foreign-produced advanced robotic devices to its Covered List. As a result, new foreign-produced advanced robotic devices generally are prohibited from obtaining the FCC equipment authorization required for importation, marketing and sale in the United States unless the applicable device or class of devices receives a Conditional Approval from the U.S. Department of War. The FCC action does not revoke existing equipment authorizations, and models authorized before July 28, 2026 may continue to be imported, marketed and sold.
The Company had been monitoring this potential regulatory development and is assessing its applicability to the Company’s existing and planned robotics products, including the authorization status of individual models and configurations and potential compliance alternatives for future products. As part of this assessment, the Company is also exploring potential U.S.-based manufacturing and assembly alternatives for its robotics business. Because the FCC action does not revoke existing authorizations, the Company does not currently expect a material near-term impact on models confirmed to be covered by authorizations issued before July 28, 2026. However, the action could delay or increase the cost of introducing new or modified robotics products in the United States and could require additional regulatory approvals or changes to the Company’s sourcing, manufacturing or product plans. The Company is continuing to evaluate the potential operational and financial effects and cannot currently estimate the ultimate impact.
The following summarizes certain significant financing activities duringfrom January 1, 2026 through the period.filing date. Additional details regarding the Company’s debt and financing arrangements are included in Notes 8 and 9 to the Unaudited Condensed Consolidated Financial Statements.
AIEV - Capital Raising & Financing AgreementsStrategy
•In February 2026, the Company entered into a Securities Purchase Agreement with an accredited investor to sell $10.0 million of Class A common stock at a per-share price equal to 100% of the closing price immediately prior to closing. The subscription amount was to be provided to the investor by AIxCrypto Holdings Inc. (“AIXC”), and the agreement included a true-up share issuance feature if the Company issued common stock or equivalent securities before the earlier of six months after closing or effectiveness of the related registration statement at a lower price, subject to specified exceptions.
•In April 2026, the Company entered into a $2.0 million unsecured loan agreement with Gold King Arthur Holding Limited. The loan bore interest at 10% per annum, matured one year from the advancement date, and was designated for expenses associated with the Company’s robotics business, other business operations, including payroll, and related unforeseen expenses. The loan and accrued interest were subsequently satisfied through cancellation and extinguishment as part of the amended and restated securities purchase agreement with Gold King Arthur Holding Limited. The amended and restated securities purchase agreement superseded the February 2026 securities purchase agreement, increased the total investment amount to approximately $12.0 million and contemplatedresulted in the issuance of Class A commonCommon stock,Stock and newly designated Series C Convertible Preferred Stock,Stock and included a fixed warrant arrangement tied to the Company’s future FX Super One delivery milestone.
•In April 2026, the Company entered into a notes purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued and sold a Promissory Note A-1 with an original principal amount of approximately $15.8 million and a Secured Promissory Note B with an original principal amount of $30.0 million,million (collectively, the “Secured Streeterville Notes”), for an aggregate purchase price of $45.0 million. The A-1 Note bears interest at 9.0% per annum, matures 24 months after the purchase price date, includes an original issue discount and transaction expense amount, and provides the lender with certain monthly redemption rights beginning in October 2026, subject to the terms of the note. The B Note bears interest at 3.5% per annum, matures 24 months after the purchase price date, is secured by a deposit account control agreement and related collateral arrangements, and may be exchanged into additional A Notes under specified conditions. The Company’s obligations under the notes are guaranteed by certain subsidiaries, and the B Note is further supported by a pledge of the Company’s membership interests in FFAI Holdings, LLC.
•In May 2026, the Company entered into a Securities Purchase Agreement with institutional investors (the “2026 May Convertible SPA”) and issued senior convertible notes with an aggregate original principal amount of $27.0 million (the “2026 May Convertible SPA Notes”) for a $25.0 million aggregate purchase price. The notes bear interest at 8% per annum, mature one year after issuance, are convertible into Class A Common Stock under the terms of the notes, and are secured by deposit account control agreements; the Company also entered into a placement agency agreement with Univest Securities, LLC.
•In July 2026, the Company amended and restated its July 14, 2025 securities purchase agreement to divide the remaining second closing into eight subsequent closings, eliminate the obligation to issue common warrants at those closings for all but one investor, and remove the obligation to register for resale the shares issuable upon conversion of the related notes and exercise of the related warrants. On July 8 and July 9, 2026, the Company entered into agreements terminating warrants to purchase an aggregate of 5,359,525 shares of Class A Common Stock, prior to giving effect to the 1-for-150 reverse stock split effected on July 24, 2026, that had been issued under its December 2024 and March 2025 securities purchase agreements.
•In August 2026, he Company announced several capital structure initiatives, including its intent, subject to applicable contractual obligations and law, to establish a minimum conversion floor price of $5.00 per share for its existing convertible notes, provide weekly disclosures regarding convertible note conversion activity, and explore equity financing alternatives and standalone financing for its robotics business. The Company also stated that it intends to continue its liability reduction efforts. These initiatives are subject to applicable contractual requirements, negotiations with counterparties and other conditions, and there can be no assurance that they will be implemented as proposed.
•In March 2026, the Company received a letter from the Division of Enforcement of the U.S. Securities and Exchange Commission stating that, based on the information available as of March 18, 2026, the staff did not intend to recommend an enforcement action against the Company. Similar letters were also received by Company Founder and Yueting Jia and Jerry Wang in their individual capacities. The letters further stated that they “must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.
•In March 2026, the Company received a notice from Nasdaq indicating that it was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), because the closing bid price of its Class A common stock remained below $1.00 per share for 30 consecutive trading days. The Company has until September 16, 2026 to regain compliance, and its Class A common stock will continue to trade on the Nasdaq Capital Market during the compliance period. On July 24, 2026, the Company effected a 1-for-150 reverse stock split to increase the per-share trading price of its Class A common stock and support its efforts to regain compliance with Nasdaq’s minimum bid price requirement. The reverse stock split reduced the number of issued and outstanding shares without changing the number of authorized shares. The reverse stock split does not ensure that the Company will regain or maintain compliance with Nasdaq’s continued listing standards.
•In March 2026, the Company announced an executive and employee share purchase initiative under which certain executives and employees would defer a portion of their base compensation for the period from March 1, 2026 through May 31, 2026. Subject to Board approval, applicable securities laws and the Company’s trading policies, the Company stated that it intended to repurchase shares of its common stock in an amount approximately equal to the estimated after-tax deferred compensation for the period, or approximately $0.5 million, and subsequently transfer the repurchased shares to participating executives and employees in settlement of the deferred compensation obligations.
•In May 2026, at the Company’s annual meeting, stockholders approved, among other matters, the issuance of Class A Common Stock in connection with certain notes, preferred stock and warrants, an increase in authorized shares of common and preferred stock, and a reverse stock split at a ratio of up to 1-for-150. On May 27, 2026, the Company filed a Certificate of Amendment increasing authorized common stock from 312,285,439 to 452,813,887 shares and authorized preferred stock from 24,087,265 to 34,926,534 shares, and filed a Certificate of Elimination for the Series A Preferred Stock following its automatic redemption after the annual meeting.
•In February 2026, Chui Tin Mok, an executive member of the Company’s Board of Directors, notified the Board of his intention to resign as a director upon the Board’s confirmation of a successor nominee, in order to focus on the Company’s business execution in the United Arab Emirates (“U.A.E.”) and the broader Middle East. Mr. Mok will continue to serve as an executive officer and Head of FF Middle East.
•In April 2026, Matthias Aydt resigned from the Board of Directors for personal reasons, effective immediately, and informed the Board of his intention to resign as Global Co-Chief Executive Officer at such time as the Board deems fit.immediately. Jie (Jay) Sheng also resigned from the Board, effective immediately, and Chui Tin Mok resigned from the Board following his previously disclosed notice of intent to resign, while continuing in his role as an executive officer and Head of FF Middle East. The Company also announced that FF Top nominated Xiao (Lucky) Jiang and Kevin Chen to the Board, and the Board appointed Jiawei (Jerry) Wang, Xiao (Lucky) Jiang and Kevin Chen as directors. Kevin Chen is expected to be appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees, and Jerry Wang was appointed to the Finance and Investment Committee.
•In May 2026, the Board of Directors accepted the resignation of Matthias Aydt from his position as Global co-CEO.Co-Chief Executive Officer. With the resignation of Mr. Aydt, the Board of Directors acknowledged Mr. Yueting Jia as the sole Global CEOChief Executive Officer of the Company. The Company also appointed Jiawei (Jerry) Wang as Global Executive Chairman and Todd Harrington as General Counsel and Board Secretary.
•In May 2026, the Company’s stockholders elected Jiawei (Jerry) Wang, Xiao (Lucky) Jiang, Kevin Chen, Chad Chen and Lev Peker to serve as directors until the 2027 annual meeting and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
•In July 2026, the Company implemented staff reductions and temporary salary reductions as cash-conservation measures and offered affected employees an opportunity to receive equity-based compensation intended to offset a portion of the reduction in cash compensation.
As of June 30, 2026, a significant portion of our direct materials was sourced from China, which may expose us to U.S. import tariffs, customs and trade restrictions, vendor concentration, supply disruptions, longer lead times and increased cross-border logistics costs. U.S. tariff and trade policies continue to evolve and could increase our landed costs, delay product deliveries, limit access to certain suppliers or technologies, or require changes to our sourcing, product design or assembly plans.
Our robotics business currently relies on third-party suppliers and technology partners for significant portions of the robotic hardware, components, embedded software and manufacturing support used in our products. This reliance may limit our control over product changes, component availability, regulatory compliance, quality, intellectual-property matters, cybersecurity, after-sales support and production timing.
As of March 31, 2026, a significant portion of our direct materials was sourced from China, which may expose certain components to U.S. import tariffs and other supply-chain cost pressures. During the three months ended March 31, 2026, the Company decreased its lower-of-cost-and-net-realizable-value inventory reserve by $15.4 million, bringing the total reserve to $5.7 million as of March 31, 2026, compared to $21.1 million as of December 31, 2025.
U.S.We tariffare policiesevaluating continuealternative tosuppliers, evolveU.S.-based integration and theassembly Companycapabilities, maintainsand aincreased flexiblelocalization approachof incritical respondingcomponents. toThese thoseinitiatives developments.remain under development and may require additional capital, time and operational resources. As production planning evolves, the Companywe may continueadjust toour evaluate sourcing strategies,sourcing, pricing, inventory levels and inventoryprocurement reservescommitments in response to changes in global supply-chain conditions and trade policies.policies..
We have three operating segments—AI Electric Vehicle (“AIEV”), Robotics. and AIXC —each of which meets the criteria for separate reporting under ASC 280. Our CEOsGlobal actingChief Executive Officer (“CEO”) serves as our Co-ChiefChief Operating Decision MakersMaker (“CODMsCODM”), and regularly evaluatedevaluates theour financial performance using consolidated and segment-level financial information at the total-company levelinformation, including consolidated loss from operations, cash flows, liquidity, and strategic initiatives. The AIXC segment is focused on developing programmable systems at the intersection of real-world asset (“RWA”) tokenization and Embodied Artificial Intelligence (“EAI”), including blockchain-enabled infrastructure for traditional assets and AI-enabled physical systems.
Management has identified Loss from operations, as presented in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODM to evaluate the performance of the business and allocate resources. Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in our unaudited condensed consolidated financial statements. This measure reflects our focus on managing operating performance, cash outflows, and liquidity, particularly given that the timing of cash inflows is influenced by external financing activities. We define “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative. Refer to Note 17, Segment Information, for further detail on the components of loss from operations and the additional Robotics gross profit measure reviewed by the CODM.
Management closely tracks its expenditureexpenditures on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODM, works in close collaboration with our business leaders to establish critical operational targets, set project timelines, and adjust spending plans. These leaders are responsible for implementing its strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed.
During the three months ended June 30, 2026, the CODM began reviewing enhanced segment-level management reports. We are developing and implementing an enhanced segment reporting framework, including methodologies for allocating certain shared costs and resources among our segments. Because these allocation methodologies were not fully implemented during the periods presented, the enhanced reports supplement our existing management reporting process and do not change the segment measures or allocation practices disclosed herein.
FFAI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1 shares, about $100) and open-market sales in 4 filings (4 insiders, 1 trade date, 18,657 shares, about $52.1K). Net open-market shares: -18,656 (purchases minus sales); net value about -$52.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-25 | Jiang Xiao |
Open-market sale | 2,529 | $2.79 | $7.1K |
| 2026-08-25 | Wang Jiawei |
Open-market sale | 4,957 | $2.79 | $13.8K |
| 2026-08-25 | Jia Yueting |
Open-market sale | 8,262 | $2.79 | $23.1K |
| 2026-08-25 | Meka Koti Reddy |
Open-market sale | 2,909 | $2.79 | $8.1K |
| 2026-08-24 | Jiang Xiao |
Option exercise | 5,825 | — | — |
| 2026-08-24 | Wang Jiawei |
Option exercise | 13,105 | — | — |
| 2026-08-24 | Jia Yueting |
Option exercise | 21,842 | — | — |
| 2026-08-24 | Meka Koti Reddy |
Option exercise | 6,699 | — | — |
| 2026-04-15 | Aydt Matthias |
Open-market purchase | 1 | $100.00 | $100 |
| 2026-04-15 | Peker Lev |
Option exercise | 50,000 | — | — |
| 2026-04-15 | Peker Lev |
Option exercise | 97,059 | — | — |
| 2026-04-15 | Sheng Jie |
Option exercise | 50,000 | — | — |
| 2026-04-15 | Sheng Jie |
Option exercise | 97,059 | — | — |
| 2026-04-15 | Chen Chad |
Option exercise | 97,059 | — | — |
| 2026-04-15 | Chen Chad |
Option exercise | 50,000 | — | — |
Well-known investors holding FFAI (13F)
None of the 59 investors we track reported a position in their latest 13F.