FFAI与FFR签署协议:机器人业务以每股2.246美元、约50%溢价、约2亿美元估值并入FFR;将成美股“四核全智”人形和仿生EAI机器人生态第一股/
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· FFAI与FF EAI Robotics Ecosystem Inc.(纳斯达克股票代码:FFR,以下简称“FFR”)于10月12日正式签署最终协议,由FFR以全股票方式收购FFAI的机器人资产及业务。根据双方约定,FFAI机器人业务估值约为2亿美元,FFR在交割前按充分稀释口径计算的股权价值约为6000万美元,预计本月底前完成所有交割。
· FFR将以每股2.246美元的价格向FFAI溢价发行股份,与签约日收盘价1.5元相比溢价约50%,以及与昨日收盘价1.45元相比溢价55%。
· 该交易通过了由FFAI及FFR利益不相关的独立董事成立的董事会特别委员会的审批,且获得了由FFR特别委员会聘请的独立财务顾问出具的公允性意见书支持。
· FFR完成了不超过1000万美元的首轮PIPE融资签约,按市场价格进行,无价格折扣、无认股权证,且相关融资成本较低。本轮仅开放约1,000万美元融资额度,既满足现阶段资金需求,又减少了不必要股权稀释,以支持股东利益。交割完成后,按转换后全面摊薄口径计算,FFAI将持有FFR约65.7%的股份,且本次新增股份均受18个月锁定期限制;管理层及员工合计持有约18.2%;PIPE投资人持有约5.5%的股份,在六个月内或转售注册生效前不得出售;FFR其他股东持有约10.7%的股份。除FFAI、管理层及员工以及PIPE投资人合计持有的约89.3%股份外,届时可自由交易的公众流通股仅约1,300万股,约占FFR总股本的10.7%。
· FFAI将采用类“伯克希尔+Alphabet”模式,战略升级为Robotaxi共享网络+AI视舱运营商及Physical AI投资控股公司,并与RoboShare合作打造更轻资产的共享出行模式。
· FFR将成为美股“四核全智”人形和仿生EAI机器人生态Pure-Play第一股,目标五年内保持美国EAI机器人行业综合排名前三。作为美国首家同时交付人形机器人和仿生机器人的公司,FFR正加快将先发优势转化为竞争优势,依托“四核全智”生态、EAI技术优势、“一脑多形、多形多能”技术路线,打造美国领先的Physical AI与机器人生态平台。 “四核全智”涵盖大脑与开发者平台、本体、行业生产力解决方案和数据工厂,推动教育与科研、安防与巡检、工业与物流、商用与服务四大行业生态加速落地。“Built in USA”加速计划则将技术和生态能力沉淀为美国本土的研发、合规、供应链、制造、交付和服务能力,形成自进化飞轮。
· 在不到一年时间内,FFAI 的 EAI 机器人业务已取得超预期进展,已完成“Built in USA”加速计划第一阶段,正推进“一脑多形、多形多能”FF EAI 机器人世界2.0。FFAI 已推出覆盖三大机器人形态的24款产品,并已开始向用户交付。“四核全智”生态初具雏形。截至9月底,EAI 机器人本体累计销售及出货量达817台;第二季度,FFAI 机器人产品平均毛利率超过30%,累计营收约152万美元。根据FFAI机器人业务计划,预计2026年未审计营收约为710万美元,毛利率为9.9%;2027年营收约为4517万美元,毛利率为30.5%;2026年至2030年累计营收约为19.80亿美元,毛利率预计逐年提升至2030年的54%,EAI机器人本体累计销量预计超过13万台。基于包括四核全智的EAI技术优势、轻资产等七大独特价值优势,FFR目标五年内保持EAI机器人行业综合排名前三,且最晚于2028年第三季度实现经营性现金流为正,累计所需融资金额不高于1.5亿美金。
· FFR的治理框架将参考FF Global Partners LLC与FFAI之间的治理安排,旨在支持领导层延续、战略监督及长期执行,让公司成为Physical AI时代下最具价值的EAI公司之一。
· 通过此次合并及独立上市,FFR将进一步聚焦Physical AI与EAI机器人业务,加速业务规模化落地、提升资本使用效率和财务透明度及价值释放,尽快实现股东股民价值最大化。
北京时间2026年10月14日——Faraday Future Intelligent Electric Inc.(纳斯达克股票代码:FFAI)(以下简称“Faraday Future”“FF”或“公司”),一家总部位于加州的全球具身人工智能(EAI)生态系统公司,今日宣布,公司已与FF EAI Robotics Ecosystem Inc.(纳斯达克股票代码:FFR,原AIxCrypto Holdings, Inc.及AIXC)签署最终协议,由FFR以约2亿美元的约定估值收购FFAI的完整机器人生态业务。
本次交易标志着双方此前公布的交易进程已推进至最终协议阶段。交易结构经过简化,旨在加速交易执行及交割。交易完成后,FFR将成为美股“四核全智”人形和仿生EAI机器人生态Pure-Play第一股,目标五年内保持EAI机器人行业综合排名前三。
FFAI将采用类“伯克希尔+Alphabet”模式,战略升级为Robotaxi共享网络+AI视舱运营商及Physical AI投资控股公司。战略升级后,FFAI将联合RoboShare拓展包括接入Cybercab在内的Robotaxi无人共享出行网络,探索将FF的“第三AI空间”智舱技术部署到其它常规智能车,及FF自主车辆接入Robotaxi网络。同时,FFAI将依托RoboShare的共享平台与运营能力,拓展车辆资产接入、运营和用户服务等机会。
每股2.246美元溢价发行,降低稀释,以最大化股东股民价值
根据最终协议,FFAI机器人业务估值约为2亿美元,FFR在交割前按充分稀释口径计算的股权价值约为6000万美元。双方约定的交易估值体现了双方对各自业务战略价值的共同认可,而非依据市场价格确定。
最终协议将交易从此前公布的非约束性条款清单推进至已签署的合同框架。此前条款清单中拟议的特别股票股利机制不包含在最终交易中。取消该机制有助于简化交易结构,并旨在支持交易高效执行及交割。
双方约定FFR估值约为6000万美元,综合考虑了FFR(原AIxCrypto Holdings, Inc.)的纳斯达克上市平台、现有股东基础、资本市场交易基础设施、相对简洁的资产负债表和资本结构、RoboShare业务,以及现金、现金等价物、应收票据和包括对FFAI投资在内的部分投资等金融资产。FFR现有RoboShare平台还可在销售、租赁、部署及持续服务等方面与被收购的机器人业务形成协同。
交易完成后,FFR将具备成熟的股东基础、干净的资产负债表、且几乎没有负债,依托独立的纳斯达克上市平台,为机器人业务的持续发展、规模化落地及价值释放提供更有力的资本市场支持。
Pryor Cashman担任FFAI的法律顾问。Loeb & Loeb LLP担任特别委员会的法律顾问。Advanture Capital Solutions LLC担任FFR特别委员会的独立财务顾问,并已出具公允性意见书。
FFR签约不超过1000万美元无折扣PIPE融资,进一步夯实资本基础
FFR签约不超过1000万美元首轮PIPE融资。该融资按市场价格进行,不设置价格折扣、不附带认股权证,相关融资成本较低,减少不必要的股权稀释。为最大限度支持投资人利益,FFR在满足现阶段资金需求的同时,减少不必要的股权稀释,仅开放约1,000万美元融资额度。
交割完成后,按转换后全面摊薄口径计算,FFAI将持有FFR约65.7%的股份,且本次新增股份均受18个月锁定期限制;管理层及员工合计持有约18.2%;PIPE投资人持有约5.5%的股份,在六个月内或转售注册生效前不得出售;FFR其他股东持有约10.7%的股份。换言之,除FFAI、管理层及员工以及PIPE投资人合计持有的约89.3%股份外,届时可自由交易的公众流通股仅约1,300万股,约占FFR总股本的10.7%。上述持股比例仅为初步估计,最终结果仍有待确认,并可能因最终交易资本结构及PIPE融资条款的确定而发生变化。
本次融资将进一步充实FFR的资本基础,为推进“四核全智”战略提供资源支持,推动相关产品研发、商业化及机器人生态系统的规模化部署。
融资完成后,公司将获得更多资源用于业务发展、研发投入及市场拓展。对股东及投资者而言,较低的融资成本和有限的股权稀释,有望进一步优化公司资本结构,为机器人业务长期价值释放创造条件。
打造“四核全智”生态,目标五年内保持EAI机器人行业综合排名前三
FFR正在构建以“四核全智”为核心、覆盖机器人全生命周期的业务体系,包括研发、供应链、制造、销售、部署、数据及运营等。
根据FFAI管理层对FF EAI Robotics业务的初步预测,该业务收入预计将于2026年达到约710万美元,并于2027年达到约4,517万美元;预计2026年实现正毛利率,2027年毛利率达到30.5%,2030年约为54%;2026年至2030年累计收入约为19.8亿美元;并预计于2028年第三季度实现经营性现金流转正,在此之前的融资金额不高于1.5亿美元,意味着对股东极低的稀释度,以及远低于同行业的融资需求。
FFAI管理层预计,机器人本体销量将于2026年达到2,001台,2027年达到7,400台,未来五年累计销量超过13万台。相关预测还包括未来五年累计数据供给超过1,900万小时,以及累计研发投入约3亿美元。
随着EAI大脑与开发者平台、行业生产力解决方案、EAI数据工厂及相关服务的发展,机器人本体以外的其他生态收入占总收入的比例预计将从2026年的22%提升至2030年的49%。
上述预测由FFAI管理层编制,反映其对FF EAI Robotics业务的初步预期,尚未被FFR采纳为公司业绩指引。实际结果可能因业务发展情况及其他因素而与上述预测存在差异。
FFR完善董事会、治理及员工激励安排,支持机器人业务长期发展
为保障交易交割后机器人业务平稳过渡并持续推进,本次交易就员工激励、关键员工留任、公司治理及董事会构成作出相关安排。
根据相关安排,与FF EAI Robotics业务相关的现有员工股票期权激励预计将由FFR按照约定的交换比例承接,并转换为FFR股票期权。该安排旨在使核心团队的长期利益与FFR业务发展及长期价值创造保持一致。
关键员工预计将继续留任并签署雇佣协议,该等安排是交易交割的重要条件。关键管理人员将继续为FFR及FFAI提供支持,以保留推动机器人业务发展所需的人才和业务能力。
FFR预计将采用与FF Global Partners LLC和FFAI之间治理安排类似的治理框架,在创始团队领导下支持管理层稳定、战略监督及长期战略执行,同时在董事会层面提供额外保护。最终治理安排将披露于FFR向美国证券交易委员会(SEC)提交的文件中。
机器人业务独立上市,价值释放推动成长新篇章
FFR将围绕机器人业务建立相应的财务报告和运营体系,使业务表现、资金需求及资金使用情况更加清晰。公司的资产负债表、利润表和现金流量表也有望更清晰地反映机器人业务状况。
交易交割后的两年内,FFAI及其关联方将在FFR及其关联方开展机器人业务的地区遵守竞业限制。
对FFR及其股东而言,本次交易将以约2亿美元的约定估值获得完整的机器人资产及业务,并建立专注于机器人生态系统的独立上市平台。溢价发行有助于降低股权稀释;PIPE融资将为未来业务发展提供额外资金。
对FFAI及其股东而言,本次交易将通过独立上市公司平台锁定并释放机器人业务的约定价值。FFAI将继续作为FFR的控股与控制股东,继续参与机器人业务。
接下来,FFR将有序推进融资安排及交易交割,预计本月底前完成所有交割。交易完成后,公司将公布FFR下一阶段的战略和商业计划。
“签署最终协议将推动我们的业务拓展、技术升级和AI系统建设。”FF创始人、全球首席执行官贾跃亭表示,“这对两家公司而言都是一个新的起点,也标志着EAI和Physical AI正从早期探索迈向产业化发展。双方将以此为契机,共同推动产业体系建设,实现重要跨越,为机器人业务打造专属的上市公司平台,并与RoboShare的业务能力协同发展。”
· FFAI to upgrade from EAI vehicle manufacturing to a Robotaxi Sharing Network and AI VisiCabin technology operator, joining forces with RoboShare to build a lighter-asset shared mobility model.
· The transaction was approved by the respective special committees comprising disinterested independent directors of FFAI and FFR, and is supported by a fairness opinion issued by an independent financial advisor engaged by FFR’s special committee.
· FFR has secured its first round of PIPE financing of up to $10 million. The financing is priced at market, with no discount or no warrants.
· Upon closing of the acquisition transaction and PIPE financing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup, management and employees approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
· From FFAI’s perspective, upon completion of the transaction, FFAI will remain FFR’s majority and controlling stockholder, allowing it to continue participating in the future value creation of the robotics business. Subject to applicable conditions, FFAI expects to consolidate FFR’s financial statements, which could improve the relevant financial metrics, with the goal of maximizing stockholder value as soon as possible.
· Following closing, FFAI is expected to be the majority and controlling stockholder of FFR, which aims to become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, targeting a top-three overall ranking in the EAI robotics industry over the next five years.
· In less than a year, FFAI’s EAI robotics business has made progress exceeding expectations. FFAI has completed Phase One of the “Built in USA” Acceleration Program and is advancing the “One-Brain Multi-Form Multi-Capability” FF EAI Robot World 2.0. FFAI has launched 24 products across three robot forms and begun customer deliveries.
· By the end of September, cumulative EAI Device sales and shipments reached 817 units. In the second quarter, the average gross margin on FFAI’s robotics products exceeded 30%, and cumulative revenue was approximately $1.52 million.
· Under preliminary projections prepared by FFAI management for its robotics business, revenue for 2026 is projected to reach approximately $7 million, with a gross margin of 10%; revenue for 2027 is projected to reach approximately $45 million, with a gross margin of 30.5%. Cumulative revenue from 2026 through 2030 is projected to reach approximately $1.98 billion, with gross margin expected to increase to 54% in 2030 and cumulative EAI Device sales from 2026 to 2030 exceeding 130,000 units.
· FFR’s governance framework will draw on the governance arrangements between FF Global Partners LLC and FFAI to support leadership continuity, strategic oversight, and long-term execution, with the aim of making the Company one of the most valuable EAI companies in the Physical AI era.
· FFAI expects that the separate listing of the robotics business through FFR will sharpen its focus on Physical AI and EAI robotics, accelerate commercialization at scale, improve capital efficiency and financial transparency, and unlock value for FFAI stockholders.
Los Angeles, CA (October 14, 2026) — Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF,” or the “Company”), a California-based global Embodied AI (“EAI”) ecosystem company, today announced that it has signed definitive agreements with FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC) for FFR to acquire FFAI’s full robotics ecosystem business at an agreed valuation of approximately $200 million.
The transaction advances the parties’ previously announced transaction process to the definitive agreement stage. Its structure has been simplified to facilitate execution and closing. Following closing, FFR will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, with the goal of maintaining a top three overall ranking in the EAI robotics industry over the next five years.
FFAI plans to adopt an upgraded operating model inspired by Berkshire Hathaway and Alphabet and upgrade from EAI vehicle manufacturing to a Robotaxi Sharing Network and AI VisiCabin technology operator, joining forces with RoboShare to build a lighter-asset shared mobility model. Following the strategic upgrade, FFAI plans to work with RoboShare to expand shared mobility, Robotaxi and EAI cabin businesses; explore integrating FF’s “3rd aiSpace” (Intelligent Cabin) into shared vehicles; and facilitate the connection of FFAI vehicles to the Robotaxi network. These efforts are intended to create synergies among vehicles, cabin experiences, and shared operations. By leveraging RoboShare’s sharing platform and operational capabilities, FFAI also plans to pursue opportunities in vehicle-asset onboarding, operations and user services.
Share Issuance at $2.246 per Share, a Premium to FFR’s Market Price
Under the definitive agreements, the parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. The agreed transaction values reflect the parties’ mutual recognition of the strategic value of their respective businesses and are not based solely on prevailing market prices.
The definitive agreements advance the transaction from the previously announced non-binding term sheet to a signed contractual framework. The special stock dividend mechanism contemplated in the earlier term sheet is not part of the definitive transaction. Its removal simplifies the transaction structure and is intended to support efficient execution and closing.
The parties’ agreed valuation of approximately $60 million for FFR reflects its Nasdaq-listed platform, existing shareholder base and trading infrastructure, relatively simple balance sheet and capitalization structure, existing RoboShare business, and financial assets, including cash, cash equivalents, note receivables and certain investments, including investments in FFAI. FFR’s existing RoboShare platform also offers potential synergies with the acquired robotics business across sales, leasing, deployment and recurring services. Following the transaction, FFR will emerge as a Nasdaq-listed company with an established shareholder base, a relatively simple balance sheet, minimal debt, and no outstanding convertible notes, providing the robotics business with direct access to U.S. capital markets.
Pryor Cashman serves as legal counsel to FFAI. Loeb & Loeb LLP serves as legal counsel to the FFR Special Committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR’s Special Committee and has rendered a fairness opinion to FFR’s Special Committee.
FFR Has Secured Up to $10 Million in PIPE Financing with No Discount
FFR has secured up to $10 million in first-round PIPE financing. The financing is priced at market, with no discount, no warrants, and low associated financing costs, and is structured to minimize equity dilution. To best support investor interests, FFR limited the offering to approximately $10 million to meet its current funding needs while reducing unnecessary equity dilution.
Upon closing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup. Management and employees will hold approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
These estimates are subject to confirmation and may change based on the final transaction capitalization and PIPE terms.
The financing will further strengthen FFR’s capital base and provide resources to advance its “Four-Core Full-Stack AI” strategy, supporting product R&D, commercialization, and scaled deployment of the robotics ecosystem.
Upon completion of the financing, the Company will have additional resources for business development, R&D investment, and market expansion. For stockholders and investors, lower financing costs and limited equity dilution are expected to further improve the Company’s capital structure and support the realization of the robotics business’s long-term value.
FFR Aims to Achieve and Maintain a Top Three Comprehensive Ranking in the EAI Robotics Industry
The Company is building a full-lifecycle robotics business spanning research and development, supply chain, manufacturing, sales, deployment, data, and operations, centered on its “Four-Core Full-Stack AI” ecosystem.
Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, revenue is projected to reach approximately $7 million in 2026 and $45 million in 2027. The projections contemplate positive gross margin in 2026, gross margin of approximately 30% in 2027 and approximately 54% in 2030, cumulative revenue of approximately $1.98 billion from 2026 through 2030, and positive operating cash flow in the third quarter of 2028. Cumulative financing requirements before then are projected to be no more than $150 million, implying low dilution for stockholders and financing needs well below those of industry peers.
FFAI management projects EAI Device sales of 2,001 units in 2026 and 7,400 units in 2027, with cumulative sales exceeding 130,000 units over five years. The projections also contemplate more than 19 million hours of cumulative data supply over five years and approximately $300 million in cumulative research and development investment over the same time period.
As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services develop, ecosystem revenue is projected to grow from 22% of total revenue in 2026 to 49% by 2030. These projections were prepared by FFAI management and have not been adopted by FFR as Company guidance. Actual results may differ materially.
Board, Governance Framework and Employee Incentives Support Leadership Continuity and Long-Term Execution
To support the continuity and long-term execution of the robotics business after closing, the transaction includes arrangements covering employee incentives, key employee retention, governance, and Board composition. As part of these arrangements, outstanding employee stock-option incentives associated with the FF EAI Robotics business will be assumed and converted, at the agreed exchange ratio, into stock options of FFR. The structure is intended to align the long-term interests of the core team with FFR’s development and long-term value creation.
Key employees are expected to be retained and to enter into employment agreements, which are important conditions to closing. Key management will continue to support both FFR and FFAI, helping preserve the talent and business capabilities needed to support the robotics business.
FFR’s governance framework is expected to be similar to the governance arrangements between FF Global Partners LLC and FFAI, intended to support leadership continuity, strategic oversight and long-term execution under the founding team’s leadership, while providing additional protections at the Board level. The final arrangements will be described in FFR’s filings with the SEC.
Independent Listing Is Intended to Highlight the Value of the Robotics Business
For two years following closing, FFAI and its affiliates have agreed to observe non-competition restrictions in territories where FFR and its affiliates conduct robotics business.
For FFAI and its stockholders, the transaction anchors the agreed value of the robotics business and releases it through a standalone public-company platform, while FFAI is expected to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.
Next, FFAI will work with FFR to advance the transaction closing in an orderly manner. The closing is expected to be completed by the end of October. Upon completion of the transaction, FFAI will announce its next-stage strategy and business plan.
“This agreement will help us grow the business, develop our technology, and build our AI systems,” said YT Jia, Founder and Global Chief Executive Officer of Faraday Future. “This marks a new beginning for both companies and an important step for EAI and Physical AI as they move from exploration to building an industry together making a major leap forward which will give the robotics business a dedicated public-company platform alongside RoboShare’s capabilities.”
ABOUT FARADAY FUTURE
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/
FORWARD-LOOKING STATEMENTS
This communication, including any presentation, press release, investor materials or other document of which it forms a part, contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding Faraday Future Intelligent Electric Inc. (“FFAI,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, the proposed disposition of the FF EAI Robotics business, the projections referenced in this communication and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFAI can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific. Important factors that may affect actual results or outcomes include, among others: the Company’s ability to consummate the sale of the Company’s robotics business to FFR in a timely manner, if at all; the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; FFR’s ability to successfully integrate and operate the robotics business; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; demand for the robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of to expand into additional markets for its robotics products; the reliance on a single OEM for most of the robotics products; the reliance on Chinese OEMs for all of the robotics products; the possibility of the federal government banning imports of Chinese robotics products; the ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEMs to timely supply robotics; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s and FFR’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.
The projections referenced in this communication were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
The forward-looking statements in this communication speak only as of the date hereof. Except as required by law, neither FFAI nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFAI reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
CONTACTS
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com

