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What changed in FARADAY FUTURE INTELLIGENT ELECTRIC INC.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of FARADAY FUTURE INTELLIGENT ELECTRIC INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1603 added1427 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in FARADAY FUTURE INTELLIGENT ELECTRIC INC.'s 2025 10-K

1603 paragraphs added · 1427 removed · 254 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

2 edited+940 added305 removed0 unchanged
Biggest changeThe Company’s Class A Common Stock and Public Warrants began trading on The Nasdaq Stock Market on July 22, 2021, under the symbols "FFIE" and "FFIEW," respectively.
Biggest changeChange in Trading Symbols (March 2025) Effective March 10, 2025, the Class A Common Stock and Public Warrants currently trade under the new ticker symbols “FFAI” and “FFAIW,” respectively, on The Nasdaq Capital Market.
The Company manufactures vehicles at its production facility in Hanford, California, known as “FF ieFactory California”. The Company has additional engineering, sales, and operational capabilities in China and are exploring opportunities for potential manufacturing capabilities in China.
The Company designs and engineers next-generation intelligent electric vehicles, manufactures its vehicles at its production facility in Hanford, California, known as “FF aiFactory California,” and maintains additional engineering, sales, and operational capabilities in China and the United Arab Emirates (“U.A.E.”) to support its global expansion and regional market strategy.
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Item 1. Business Unless the context indicates otherwise, references in this Annual Report on Form 10-K for the year ended December 31, 2024 (this “Form 1 0-K”) to “FFAI” or “FFI E” refer to Faraday Future Intelligent Electric Inc.
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Item 1. Financial Statements Faraday Future Intelligent Electric Inc.
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(f/k/a Property Solutions Acquisition Corp.), a holding company incorporated in the State of Delaware, and not to its subsidiaries, and references herein to the “Company,” “we,” “us,” “our,” and similar terms refer to Faraday Future Intelligent Electric Inc. and its consolidated subsidiaries, a complete list of which is set forth in Exhibit 21.1 to this Form 10-K forms a part.
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Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 34,927 $ 7,144 Restricted cash 27 30 Digital assets 10,250 — Accounts receivable 257 — Notes receivable, net of allowance for credit losses of $4,555 at December 31, 2025 343 — Inventory, net (see Note 4) 3,258 27,486 Deposits (see Note 5) 10,499 31,094 Other current assets (see Note 5) 8,963 6,127 Total current assets 68,524 71,881 Property, plant and equipment, net 155,303 348,587 Operating lease right-of-use assets, net 4,950 1,761 Intangible assets, net 4,639 1,042 Goodwill 25,764 — Other non-current assets (see Notes 4 and 5) 18,682 2,129 Total assets $ 277,862 $ 425,400 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 57,277 $ 71,414 Accrued expenses and other current liabilities 45,499 45,677 Related party accrued expenses and other current liabilities 13,179 11,077 Warrant liabilities 1,950 28,864 Accrued interest — 25 Related party accrued interest 19,933 23,227 Other financing liabilities, current portion 951 761 Operating lease liabilities, current portion 1,443 2,128 Notes payable, current portion 4,432 4,224 Related party notes payable 3,507 5,310 Total current liabilities 148,171 192,707 Other financing liabilities, long term portion 46,867 38,698 Operating lease liabilities, long term portion 3,471 14 Notes payable, long term portion 56,234 45,264 Related party notes payable, long term portion 772 2,754 Derivative call options 10,042 29,709 Related party derivative call options 2,504 — Other liabilities 2,042 1,287 Total liabilities 270,103 310,433 Commitments and Contingencies (Note 12) 147 Table of Contents Stockholders equity (deficit) Class A Common Stock, 0.0001 par value; 228,041,297 and 99,815,625 shares authorized; 199,130,727 and 65,919,127 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 21 6 Class B Common Stock, 0.0001 par value; 4,429,688 shares authorized; 6,667 shares issued and outstanding as of December 31, 2025 and December 31, 2024 — — Preferred Stock, 0.0001 par value; 5,931,000 and 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024 respectively; one and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively — — Series B Preferred Stock, $0.0001 par value; 12,000,000 and zero shares authorized as of December 31, 2025 and December 31, 2024 respectively; 7,184,760 and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively — — Additional paid-in capital 4,673,866 4,421,563 Accumulated other comprehensive income 3,817 7,744 Accumulated deficit (4,705,042) (4,314,346) Total stockholders’ equity (deficit) attributable to the Company (27,338) 114,967 Noncontrolling interest 35,097 — Total stockholders' equity (deficit) 7,759 114,967 Total liabilities and stockholders’ equity (deficit) $ 277,862 $ 425,400 The accompanying notes are an integral part of these Consolidated Financial Statements. 148 Table of Contents Faraday Future Intelligent Electric Inc.
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The Company refers to our primary operating subsidiary in the U.S., Faraday&Future Inc., as “FF U.S.” The Company refers to all our subsidiaries organized in China (including Hong Kong) collectively as the “PRC Subsidiaries.” As of December 31, 2024, our only operating subsidiaries in mainland China and in Hong Kong are FF Automotive (China) Co.
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Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) 2025 2024 Revenue $ 536 $ 539 Cost of revenue 98,302 84,029 Gross profit (97,766) (83,490) Operating expenses Research and development 16,603 25,227 Settlement on accrued research and development expenses — (14,935) Sales and marketing 12,310 9,278 General and administrative 55,733 43,164 Loss on disposal of property, plant, and equipment 2,459 1,667 Impairment of long-lived assets and deposits 137,435 1,847 Impairment of goodwill 4,450 — Credit loss expense - short-term note receivable 4,294 — Total operating expenses 233,284 66,248 Loss from operations (331,050) (149,738) Change in fair value of notes payable, warrant liabilities, and derivative call options 49,093 (12,556) Change in fair value of related party notes payable, warrant liabilities, and derivative call options (1,627) 253 Loss on settlement of notes payable (100,524) (161,725) Loss on settlement of related party notes payable (5,128) (14,295) Interest expense (8,649) (7,895) Related party interest expense — (8,710) Net loss on digital assets (4,117) — Other (loss) income, net 4,983 (1,448) Loss before income taxes (397,019) (356,114) Income tax (expense) benefit (63) 267 Net loss $ (397,082) $ (355,847) Less: Net Loss attributable to noncontrolling interest 6,386 — Net Loss attributable to Faraday Future Intelligent Electric Inc. $ (390,696) $ (355,847) Per share information (See Note 17): Net loss per share of Class A and B Common Stock attributable to common stockholders: Basic $ (3.14) $ (19.61) Diluted $ (3.14) $ (19.61) Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock: Basic 124,299,591 18,529,525 Diluted 124,299,591 18,529,525 Total comprehensive loss Net loss $ (397,082) $ (355,847) Foreign currency translation adjustment (3,927) 1,882 Total comprehensive loss $ (401,009) $ (353,965) The accompanying notes are an integral part of these Consolidated Financial Statements. 149 Table of Contents Faraday Future Intelligent Electric Inc.
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Ltd., Ruiyu Automotive (Beijing) Co., Ltd. and Shanghai Faran Automotive Technology Co., Ltd., each of which was organized in the PRC.
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Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share data) Common Stock Preferred Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Attributable to the Company Noncontrolling Interests Total Stockholder’s Equity (Deficit) Class A Class B Series B Shares Amount Shares Amount Shares Amount Balance as of December 31, 2024 65,919,127 $ 6 6,667 $ — — $ — $ 4,421,563 $ 7,744 $ (4,314,346) $ 114,967 $ — $ 114,967 Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 124,111,566 13 — — (7,536,154) — 189,949 — — 189,962 — 189,962 Issuance of preferred stock series B to SPA noteholders — — — — 14,720,914 — — — — — — — Reclassification of SPA warrants from liability to equity — — — — — — 7,134 — — 7,134 — 7,134 Settlements with issuance of Class A Common Stock (Note 13) 1,320,722 — — — — — 1,833 — — 1,833 — 1,833 Issuance of equity-classified warrants — — — — — — 1 — — 1 — 1 Related party debt restructuring — — — — — — 3,767 — — 3,767 — 3,767 Cancellation of warrants — — — — — — 27,407 — — 27,407 — 27,407 Stock-based compensation — — — — — — 447 — — 447 — 447 Exercise of warrants 7,516,026 2 — — — — 21,691 — — 21,693 — 21,693 Sell-to-cover tax withholding on equity awards 12,069 — — — — — — — — — — — Issuance of shares for RSU vesting net of tax withholdings 251,217 — — — — — 74 — — 74 — 74 Foreign currency translation adjustment — — — — — — — (3,927) — (3,927) — (3,927) Net loss — — — — — — — — (390,696) (390,696) (6,386) (397,082) Noncontrolling interest - business combination — — — — — — — — — — 31,584 31,584 Noncontrolling interest - capital contribution — — — — — — — — — — 9,899 9,899 Balance as of December 31, 2025 199,130,727 $ 21 6,667 $ — 7,184,760 $ — $ 4,673,866 $ 3,817 $ (4,705,042) $ (27,338) $ 35,097 $ 7,759 The accompanying notes are an integral part of these Consolidated Financial Statements. 150 Table of Contents Faraday Faraday Future Intelligent Electric Inc.
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References to “PSAC” refer to Property Solutions Acquisition Corp., a Delaware corporation, our predecessor company prior to the consummation of the Business Combination (as defined herein), and “Legacy FF” refers to FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, together with its consolidated subsidiaries, prior to the Business Combination.
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Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Class A Class B Shares Amount Shares Amount Balance as of December 31, 2023 1,060,833 $ — 6,667 $ — $ 4,180,873 $ 5,862 $ (3,958,499) $ 228,236 Conversion of notes payable and accrued interest into Class A Common Stock (see Note 8) 62,101,798 6 — — 226,335 — — 226,341 Reclassification of SPA Warrants from liability to equity — — — — 160 — — 160 Issuance of common stock and warrants — — — — 10 — — 10 Settlement of Palantir dispute with issuance of Class A Common Stock (see Note 12) 1,080,294 — — — 4,800 — — 4,800 Purchase of Class A Common Stock under Salary Deduction and Stock Purchase Agreements (see Note 14) 49,659 — — — 102 — — 102 Grow Fandor Contribution — — — — 250 — — 250 Chongqing related party debt restructuring (see Note 9) — — — — 661 — — 661 Reverse stock split related round up share issuances 306,779 — — — — — — — Stock-based compensation — — — — 8,382 — — 8,382 Issuance of shares for RSU vesting net of tax withholdings 1,319,764 (10) (10) Foreign currency translation adjustment — — — — — 1,882 — 1,882 Net loss — — — — — — (355,847) (355,847) Balance as of December 31, 2024 65,919,127 $ 6 6,667 $ — $ 4,421,563 $ 7,744 $ (4,314,346) $ 114,967 The accompanying notes are an integral part of these Consolidated Financial Statements 151 Table of Contents Faraday Future Intelligent Electric Inc.
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References to “PSAC” refer to Property Solutions Acquisition Corp., a Delaware corporation, our predecessor company prior to the consummation of the Business Combination (as defined herein), and “Legacy FF” refers to FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, together with its consolidated subsidiaries, prior to the Business Combination.
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Consolidated Statements of Cash Flows (in thousands) 2025 2024 Cash flows from operating activities Net loss $ (397,082) $ (355,847) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 64,807 71,442 Amortization of operating lease right-of-use assets 3,032 2,588 Non-cash interest expense 4,870 1,929 Loss (gain) on digital assets, net 4,117 — Loss (gain) on disposal of property and equipment, net 2,459 1,667 Asset impairment 137,435 1,847 Goodwill impairment 4,450 — Stock-based compensation 3,150 8,382 Reserve on inventory 17,829 476 Credit loss expense 4,294 — Accrued interest on short-term note receivable (189) — Loss on settlement of notes payable 100,524 161,725 Loss on settlement of related party notes payable 5,128 14,295 H.S.L.
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The discussion of the Company’s business and the electric vehicle industry below is qualified by, and should be read in conjunction with, the discussion of the risks related to Company’s business and industry detailed elsewhere in this Annual Report on Form 10-K.
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SRL. settlement adjustment (295) — Settlement on accrued research and development expenses — (14,935) Change in fair value of notes payable, warrant liabilities, and derivative liabilities (49,093) 15,058 Change in fair value of related party notes payable, warrant liabilities, and derivative liabilities 1,627 (253) Other 55 963 Changes in operating assets and liabilities Accounts receivables (257) — Inventory 706 6,267 Deposits (376) (706) Accounts payable (15,843) (8,804) Accrued expenses and other current liabilities 4,069 16,907 Related party accrued expenses and other current and non-current liabilities 1,667 (1,573) Related party accrued interest expense — 8,710 Operating lease liabilities (3,572) — Financing lease liabilities — 2,876 Other current and non-current assets (1,088) (3,200) Net cash used in operating activities (107,576) (70,186) Cash flows from investing activities Acquisition of AIXC, net of cash acquired (1,121) — Proceeds from sale of equipment 32 198 Purchase of digital assets (27,000) — Sale of digital assets 12,632 — Payments for property and equipment (7,644) (7,580) Purchase of short-term note receivable (100) — Additions to intangible assets (256) — Net cash used in investing activities (23,457) (7,382) Cash flows from financing activities Proceeds from AIXC follow-on capital contribution, net of issuance costs 9,899 — Payments of notes payable issuance costs (2,540) (2,087) Payments of related party notes payable issuance costs (4,017) — Payments of notes payable and other financing obligations (4,932) (428) Capital contributions — 250 Proceeds from notes payable, net of original issuance discount 151,739 68,111 Proceeds from related party notes payable, net of original issuance discount 4,731 3,075 Proceeds from other financial obligations 5,081 11,812 Proceeds from exercise of warrants 1,441 — Net cash provided by financing activities 161,402 80,733 Effect of exchange rate changes on cash and restricted cash (2,589) (16) 152 Table of Contents Faraday Future Intelligent Electric Inc.
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Company Overview Our Business Operations at a Glance Faraday Future Intelligent Electric Inc. is a California-based global shared intelligent mobility ecosystem company with a vision to disrupt the automotive industry. With headquarters in Gardena, California, the Company designs and engineers next-generation intelligent, connected, electric vehicles, including both the FF Series and the FX Series.
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Consolidated Statements of Cash Flows — (Continued) (in thousands) Net increase in cash and restricted cash 27,780 3,149 Cash and restricted cash, beginning of period 7,174 4,025 Cash and restricted cash, end of period $ 34,954 $ 7,174 The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets that aggregate to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: 2025 2024 Cash and restricted cash Cash $ 34,927 $ 7,144 Restricted cash 27 30 $ 34,954 $ 7,174 2025 2024 Supplemental disclosure of cash flow information Cash paid for interest $ 6,180 $ 4,865 Cash paid for income taxes $ 14 $ — Supplemental disclosure of noncash investing and financing activities Reclass of warrants from liability to equity $ 7,134 $ — Conversion of notes payable and accrued interest into Class A Common Stock $ 84,310 $ 67,113 Issuance of warrants and related party warrants with the SPA Portfolio Notes $ 49,364 $ 34,440 Settlement of vendor liability in Class A Common Stock $ 1,833 $ — Non-cash warrant exercise activity and fair value reclassifications to equity $ 20,251 $ — Additions of property and equipment included in accounts payable and accrued expenses $ 40,002 $ 44,540 Shares withheld for RSU tax obligations $ — $ 10 Purchase of Class A Common Stock under the Salary Deduction and Stock Purchase Agreements $ — $ 102 De-recognition of right-of-use assets and lease liabilities due to lease modifications $ — $ 3,394 Cancellation of warrants $ 27,407 $ — Obtaining right-of-use asset in exchange for operating lease liabilities 6,206 30 Supplemental disclosure of noncash operating activities Settlement of Palantir dispute with issuance of Class A Common Stock $ — $ 4,800 The accompanying notes are an integral part of these Consolidated Financial Statements. 153 Table of Contents Faraday Future Intelligent Electric Inc.
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In addition, the Company is in the process of establi shing a vehicle assembly facility in the U nited Arab Emirates (“UAE”) to support sales of FF and FX vehicles and to expand the Company’s market presence in the UAE market.
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Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies Nature of Business and Organization Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday”, “FF”, “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc. and its wholly-owned subsidiaries, and controlled and managed entities.
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Since the Company’s founding, the Company has developed innovations in technology and products, and followed a business model focused on users. The Company believes these innovations will help it set new standards in luxury and performance that will enhance quality of life and redefine the future of intelligent mobility.
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The Company is a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through its subsidiaries and is headquartered in 18455 S. Figueroa Street, Gardena, CA 90248.
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Corporate Structure, Capital Markets, and Global Strategy Faraday Future Intelligent Electric Inc. is a holding company incorporated in Delaware that conducts its operations through its wholly-owned subsidiaries. As a holding company with no material operations of its own, the Company relies on these subsidiaries to carry out its business activities.
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We have two operating segments—AI Electric Vehicle (“AIEV”), and digital assets — and both segment meet the criteria of reportable segment under ASC 280 for the year ended December 31, 2025. (For further information, see Note 18, Segments ).
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Investors in the Company’s Class A Common Stock (the “Class A Common Stock,” and together with the Company’s Class B Common Stock, the “Common Stock”) are investors solely in Faraday Future Intelligent Electric Inc. , the Delaware entity. The Company’s Class A Common Stock is listed on the Nasdaq Stock Market under the ticker symbol “FFAI,” formerly “FFIE”.
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The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.
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The Company’s capital structure includes Class B Common Stock, which grants enhanced voting rights to certain stakeholders, aligning long-term decision-making with the Company’s strategic vision. The Company operates under a dual-home market strategy, leveraging the strengths of both the U.S. and Chinese automotive industries.
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Principles of Consolidation The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest.
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This approach combines U.S.-based technological innovation and vehicle development with China’s supply chain and production capabilities to support long-term growth in both markets. The Company is in the process of establishing a vehicle assembly facility and a sales office in the UAE.
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This includes any variable interest entities (“VIEs”) for which the Company is the primary beneficiary, in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All intercompany transactions and balances have been eliminated in consolidation.
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While not yet fully operational, these planned facilities align with the Company’s global expansion strategy and are expected to strengthen its footprint in the UAE market. 3 Table of Contents This global structure allows the Company to compete effectively across multiple markets, tailoring the Company’s vehicle lineup and business approach to the specific needs of each region while integrating expertise and resources from the dual-home strategy.
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Basis of Presentation Use of Estimates and Judgments The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP and in accordance with the rules and regulations of the SEC requires management to make estimates and assumptions which affect the reported amounts in the Consolidated Financial Statements.
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Technology The Company’s technology is designed to enhance vehicle performance, user experience, and intelligent mobility ecosystem. The Company has developed a proprietary platform architecture – Variable Platform Architecture (“VPA”), advanced propulsion systems, and a proprietary intelligent computing ecosystem – Internet, Autonomous Driving, and Intelligence (“I.A.I.”) systems – to support the Company’s electric vehicle lineup.
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Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the long-lived asset impairment calculations.
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These innovations enable scalable product development, high-performance drivetrain capabilities, and personalized user interactions. The Company continues to advance its technology through ongoing system upgrades, over-the-air (“OTA”) updates, and an expanding intellectual property portfolio, reinforcing the Company’s position in the intelligent electric vehicle market.
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Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, estimates are subject to additional volatility.
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The VPA is a modular skateboard-like platform which can be sized to accommodate various motor and powertrain configurations, enabling fast and capital efficient product development for both passenger and commercial vehicle segments. The Company’s propulsion system includes an industry-leading inverter design, which helps provide a propulsion system with a competitive edge in electric drivetrain performance.
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As of the date of filing the Company’s Consolidated Financial Statements on this Form 10-K with the SEC for the period ended December 31, 2025, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.
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The advanced I.A.I. technology offers high-performance computing, high speed internet connectivity, The Company’s OTA updates, an open ecosystem for third party application integration, and an advanced autonomous driving-ready system, in addition to several other proprietary innovations that enables the Company to build a highly personalized user experience.
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However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Consolidated Financial Statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Consolidated Financial Statements.
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In 2023, the Company completed the upgrade for the FF 91 Futurist vehicle from PT Gen 1.0 to PT Gen 2.0. This generational upgrade consisted of 26 significant upgrades to systems and core components of both the EV area (the vehicle) and the I.A.I area (the advanced core of internet, autonomous driving and intelligence).
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Foreign Currency The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency of the economic environment in which each subsidiary operates. The functional currency of the Company’s foreign subsidiaries is their respective local currency, which in China and the United Arab Emirates (“U.A.E.”) is the Chinese Yuan (“CNY”) and the U.A.E.
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The 13 key upgrades to the EV area included improvements to the powertrain, battery, charging, chassis, and interior, and the 13 key upgrades to I.A.I. include upgrades in computing, sensing, user interaction, and communication. Along with other vehicle performance improvements, the Company’s technology is designed to deliver safety along with superior acceleration of 2.27 seconds from 0 to 60 mph.
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Dirham (“AED”), respectively. 154 Table of Conten t s Faraday Future Intelligent Electric Inc. Notes to Consolidated Financial Statements For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S.
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In January 2024, the Company delivered its first major OTA upgrades for the FF 91 since then the Company began making deliveries, consisting of 752 new additions and 846 improvements.
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Dollars at exchange rates in effect at the balance sheet date, stockholders’ equity (deficit) is translated at the applicable historical exchange rate, and expenses are translated using the average exchange rates during the period.
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These upgrades and enhancements showcased a breakthrough in the Company’s user experience and technology and further reflected trends of "All-AI, All-Hyper, All-Ability, and user-focused Co-Creation value." Since the Company’s inception, the Company has developed a differentiated portfolio of valuable intellectual property.
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The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Concentration of Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash, restricted cash, and deposits.
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As of December 31, 2024, the Company had been granted approximately 660 patents (with approximately one-third issued in the U.S., and slightly less than two-thirds issued in China, and the remaining issued in other jurisdictions).
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Substantially all of the Company’s cash and restricted cash is held at financial institutions located in the United States of America and in the People’s Republic of China. The Company maintains its cash and restricted cash with major financial institutions.
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These patents are issued to various Company entities, including Faraday Future, Faraday & Future Inc., FF Automotive (China) Co., Ltd., Leka Automotive Intelligent Technology (Beijing) Co., Ltd., and LeEco Eco-Car (Zhejiang) Co., Ltd.
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At times, cash and restricted cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($250 thousand per depositor per institution) and China Deposit Insurance Regulations limits (CNY 500 thousand per depositor per institution), and the U.A.E. deposit insurance framework (AED 100 thousand per depositor per institution), where applicable.
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Key patents include the Company’s inverter assembly, integrated drive and motor assemblies, methods and apparatus for generating current commands for an interior permanent magnet (“IPM”) motor, and keyless vehicle entry system. These key patents will expire in 2035 or 2036.
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Management believes the financial institutions holding the Company’s cash and restricted cash are financially sound; accordingly, credit risk related to these balances is considered minimal. Cash and restricted cash held by the Company’s non-U.S. subsidiaries are subject to foreign currency fluctuations relative to the U.S. dollar.
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Products The Company has developed an extensive portfolio of proprietary technologies that will be embedded and integrated in the Company vehicles. The Company’s vehicle pipeline includes the FF 91 series, the FX 5 series, the FX 6 series, and the FX Super One series.
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If the U.S. dollar were to weaken significantly against the Chinese Yuan or the U.A.E. Dirham, the Company’s costs to develop its businesses in China and the U.A.E. could exceed original estimates. The Company sources certain components from sole suppliers. Due to the Company's pre-commercial production status, the volume of business transacted with these suppliers is not material.
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The FF 91 is the current production flagship model, and future pipeline models are contingent upon funding availability. Production Models The FF 91 series represent the Company’s first production vehicle and is positioned as an AI-enhanced ultra-luxury EV.
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However, as the Company advances its product pipeline toward production, its reliance on sole-source suppliers could materially impact its ability to scale productions and future operating results.
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The FF 91 is designed to compete with high-end models such as the Maybach, Bentley Bentayga, Lamborghini Urus, Ferrari Purosangue, Mercedes S-Class, Rolls-Royce Spectre, Porsche Taycan, and BMW 7-Series.
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Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurements.
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On May 31, 2023, the Company launched the FF 91 2.0 Futurist Alliance, along with the eco product aiHypercar+, both of which became available for reservations in the United States and China.
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The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis.
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On August 12, 2023, the Company delivered the first FF 91 2.0 Futurist Alliance to a Developer Co-Creator, and as of the date of this filing, the Company has delivered 16 vehicles. The FF 91 series is available in multiple configurations, including a limited-edition model.
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The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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The “Futurist” versions of the vehicle emphasize the Company’s core brand values, including design excellence, superior driving performance, and a personalized AI-driven user experience enabled by the Company’s proprietary I.A.I technologies. 4 Table of Contents Pipeline Models The Company is developing the FX series, with production planned at the FF ieFactory California.
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As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
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The series consists of three planned models—the FX 5, the FX 6, and the FX Super One—targeting the mass-market EV sector. The FX 5 is designed as an entry-level EV, aimed at young professionals and first-time EV buyers. The FX 6 is positioned as a family-friendly AI-enhanced vehicle, featuring premium safety features and smart AI technology.
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When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which the Company would transact and assumptions that market participants would use when pricing the asset or liability.
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The FX Super One is a premium AI-driven Multi-Purpose Vehicle (“MPV”) designed for high-profile individuals and professionals, combining luxury, versatility, and advanced AI integration to support mobility, business, and lifestyle needs. Each model in the FX series is engineered to deliver advanced technology, connectivity, and performance, aligning with the Company’s vision for intelligent electric mobility.
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The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.
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Hybrid Manufacturing Strategy To implement a capital-light business model, the Company has adopted a hybrid global manufacturing strategy consisting of the Company’s refurbished manufacturing facility in Hanford, California and potential manufacturing capacity in China. Additionally, the Company is planning manufacturing and sales operations in strategic markets to expand our global footprint.
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A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 155 Table of Conten t s Faraday Future Intelligent Electric Inc.
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(For other key agreements refer to the Key Agreements and Partnerships subsection below.) As of the date hereof: • The Company leased the 1.1 million square foot FF ieFactory California in Hanford, California with an expected production capacity of approximately 10,000 vehicles per year; and • The Company has established the entity Faraday Future Middle East FZ-LLC to lease a 108,000 square foot facility in the UAE through an agreement with the Ras Al Khaimah Economic Zone (“RAKEZ”).
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Notes to Consolidated Financial Statements The fair value hierarchy is as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis.
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This expansion supports the Company’s “third pole” strategy, complementing its dual home markets of the U.S. and China. Distribution Model The Company launched its first passenger vehicles in the U.S. in 2023. Additional markets may be added thereafter.
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Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active.
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The Company plans to utilize a direct sales model integrating online and offline sales channels to drive sales and user (including customers, drivers, and passengers of FF series vehicles) operations to continuously create value. The Company’s offline sales are planned through the Company’s self-owned stores as well as the Company’s partner-owned stores and showrooms.
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Level 2 instruments typically include U.S. government and agency debt securities, and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds.
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The self-owned stores are expected to help establish the FF and FX brands and provide seamless vehicle purchase experience, while the partner-owned stores and showrooms will enable expansion of the sales and distribution network without substantial capital investment. Competitive Strengths The Company’s products, t echnology, team, and business model provide strong competitive differentiation.
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Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

141 edited+107 added19 removed647 unchanged
Biggest changeThe capital of an FIE will not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises). 61 Table of Contents In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, the PRC Subsidiaries by offshore holding companies, and the fact that the PRC government may at its discretion restrict access to foreign currencies for current account and capital account transactions in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to the PRC Subsidiaries or with respect to future capital contributions by us to the PRC Subsidiaries.
Biggest changeThe capital of an FIE will not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non- 63 Table of Contents affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).
Risks Related to our Common Stock We are currently unable to utilize our “at-the-market” equity program. If we seek to implement a reverse stock split, it could negatively affect the price of our Common Stock. Our Common Stock has been and may continue to be volatile, and you could lose all or part of your investment. We may issue additional shares of Common Stock or preferred shares, which would dilute stockholder interests. We have granted preferential director nomination rights to certain investors that may cause us to fall out of compliance with Nasdaq listing rules. Claims for indemnification by our directors and officers may reduce available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. 27 Table of Contents RISK FACTORS Cautionary Note Regarding Forward-Looking Statements An investment in our Common Stock involves risk.
Risks Related to our Common Stock We are currently unable to utilize our “at-the-market” equity program. If we seek to implement a reverse stock split, it could negatively affect the price of our Common Stock. Our Common Stock has been and may continue to be volatile, and you could lose all or part of your investment. We may issue additional shares of Common Stock or preferred shares, which would dilute stockholder interests. We have granted preferential director nomination rights to certain investors that may cause us to fall out of compliance with Nasdaq listing rules. Claims for indemnification by our directors and officers may reduce available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. 25 Table of Contents RISK FACTORS Cautionary Note Regarding Forward-Looking Statements An investment in our Common Stock involves risk.
Additionally, pursuant to the Amended Shareholder Agreement, FF Top informed us that it may request us to submit a stockholder proposal to amend the Amended and Restated Charter to provide that (i) the voting power of the Class B Common Stock, of which FF Global owns all outstanding shares, will be 10 votes per share and (ii) the voting power of the Class B Common Stock will increase from 10 votes per share to 20 votes per share following our achieving an equity market capitalization of $3.0 billion. 53 Table of Contents Control of the Partnership Program described in this 10-K under “Business Partnership Program.” Acting through FF Global, in July 2019 certain current and former directors and executives of the Company established an arrangement which they refer to as the “Partnership Program.” The Partnership Program provides financial benefits to certain Company directors, management and employees.
Additionally, pursuant to the Amended Shareholder Agreement, FF Top informed us that it may request us to submit a stockholder proposal to amend the Amended and Restated Charter to provide that (i) the voting power of the Class B Common Stock, of which FF Global owns all outstanding shares, will be 10 votes per share and (ii) the voting power of the Class B Common Stock will increase from 10 votes per share to 20 votes per share following our achieving an equity market capitalization of $3.0 billion. 51 Table of Contents Control of the Partnership Program described in this 10-K under “Business Partnership Program.” Acting through FF Global, in July 2019 certain current and former directors and executives of the Company established an arrangement which they refer to as the “Partnership Program.” The Partnership Program provides financial benefits to certain Company directors, management and employees.
The incurrence of any additional debt could: limit our ability to satisfy obligations under certain debt instruments, to the extent there are any; cause us to seek bankruptcy protection or enter into other insolvency proceedings if we are unable to renew or refinance any existing indebtedness as it becomes due; increase our vulnerability to adverse general economic and industry conditions; 31 Table of Contents require us to dedicate a substantial portion of cash flow from operations to servicing and repaying indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, and other general corporate purposes; increase our exposure to interest rate and exchange rate fluctuations; limit our ability to borrow additional funds and impose additional financial and other restrictions, including limitations on declaring dividends; and increase the cost of additional financing.
The incurrence of any additional debt could: limit our ability to satisfy obligations under certain debt instruments, to the extent there are any; cause us to seek bankruptcy protection or enter into other insolvency proceedings if we are unable to renew or refinance any existing indebtedness as it becomes due; increase our vulnerability to adverse general economic and industry conditions; 29 Table of Contents require us to dedicate a substantial portion of cash flow from operations to servicing and repaying indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, and other general corporate purposes; increase our exposure to interest rate and exchange rate fluctuations; limit our ability to borrow additional funds and impose additional financial and other restrictions, including limitations on declaring dividends; and increase the cost of additional financing.
Various risks and uncertainties inherent in all new manufacturing processes could result in delays in vehicle production, including for example those with respect to: the pace of bringing production equipment and processes online with the capability to manufacture high-quality units at scale; compliance with complex and evolving environmental, workplace safety and similar regulations; 37 Table of Contents channels to secure necessary equipment, tools and components from suppliers on acceptable terms and in a timely manner; the ability to attract, recruit, hire and train skilled employees; quality controls; a health emergency, difficult economic conditions and international political tensions; and other delays and cost overru ns.
Various risks and uncertainties inherent in all new manufacturing processes could result in delays in vehicle production, including for example those with respect to: the pace of bringing production equipment and processes online with the capability to manufacture high-quality units at scale; compliance with complex and evolving environmental, workplace safety and similar regulations; 35 Table of Contents channels to secure necessary equipment, tools and components from suppliers on acceptable terms and in a timely manner; the ability to attract, recruit, hire and train skilled employees; quality controls; a health emergency, difficult economic conditions and international political tensions; and other delays and cost overru ns.
Although we are currently not required to obtain permission from the PRC government and has not received any denial to list on the U.S. exchange, as the PRC laws and regulations are still evolving rapidly and their interpretation and implementation are subject to uncertainties, our operations could be adversely affected, directly or indirectly, by existing or future PRC laws and regulations relating to its business or industry. 62 Table of Contents The approval of, or filing or other administrative procedures with, the CSRC or other PRC governmental authorities may be required in connection with certain of our financing activities, and, if required, it cannot predict if it will be able to obtain such approval or complete such filing or other administrative procedures.
Although we are currently not required to obtain permission from the PRC government and has not received any denial to list on the U.S. exchange, as the PRC laws and regulations are still evolving rapidly and their interpretation and implementation are subject to uncertainties, our operations could be adversely affected, directly or indirectly, by existing or future PRC laws and regulations relating to its business or industry. 64 Table of Contents The approval of, or filing or other administrative procedures with, the CSRC or other PRC governmental authorities may be required in connection with certain of our financing activities, and, if required, it cannot predict if it will be able to obtain such approval or complete such filing or other administrative procedures.
As part of this dispute, on June 22, 2022, Matthias Aydt, our current Global 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.
As part of this dispute, on June 22, 2022, Matthias Aydt, our current Global Co-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.
Additionally, if consumer interest rates continue to increase substantially or remain relatively high, or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase or lease our vehicles and demand for our vehicles could be negatively impacted, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. 33 Table of Contents If we have insufficient reserves to cover future warranty claims, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
Additionally, if consumer interest rates continue to increase substantially or remain relatively high, or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase or lease our vehicles and demand for our vehicles could be negatively impacted, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. 31 Table of Contents If we have insufficient reserves to cover future warranty claims, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
Our potential future after-tax profitability could be subject to volatility or affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, (b) changes in the valuation of our deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, (f) the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to our existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) our ability to structure our operations in an efficient and competitive manner.
Our potential future after-tax profitability could be subject to volatility or affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, (b) changes in the valuation of our deferred tax assets and liabilities, (c) expected timing and amount of the 75 Table of Contents release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, (f) the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to our existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) our ability to structure our operations in an efficient and competitive manner.
Factors affecting the trading price of our securities may include: our failure to raise sufficient financing; substantial potential dilution relating to existing and future convertible debt issuances; actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to it; changes in the market’s expectations about our operating results; success of competitors; our ability to meet our three-phase delivery plan for the FF 91 Futurist; our ability to execute on our FX strategy; our ability to execute on our UAE strategy; our operating results failing to meet the expectation of securities analysts or investors in a particular period; our ability to attract and retain our directors, senior management or key operating personnel, and the addition or departure of key personnel or directors; 71 Table of Contents changes in financial estimates and recommendations by securities analysts concerning us or the transportation industry in general; operating and share price performance of other companies that investors deem comparable to us; our ability to market new and enhanced products and technologies on a timely basis; changes in laws and regulations affecting our business; our ability to meet compliance requirements; commencement of, or involvement in, threatened or actual litigation and government investigations; negative publicity; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the trading volume of our Common Stock; actions taken by our directors, executive officers or significant stockholders such as sales of Common Stock, or the perception that such actions could occur; the implementation or unwinding of the Special Committee’s recommendations and our related remedial actions; and general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of our securities may include: our failure to raise sufficient financing; substantial potential dilution relating to existing and future convertible debt issuances; actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to it; changes in the market’s expectations about our operating results; success of competitors; our ability to meet our three-phase delivery plan for the FF 91 Futurist; our ability to execute on our FX strategy; our ability to execute on our U.A.E. strategy; our operating results failing to meet the expectation of securities analysts or investors in a particular period; our ability to attract and retain our directors, senior management or key operating personnel, and the addition or departure of key personnel or directors; changes in financial estimates and recommendations by securities analysts concerning us or the transportation industry in general; operating and share price performance of other companies that investors deem comparable to us; our ability to market new and enhanced products and technologies on a timely basis; changes in laws and regulations affecting our business; our ability to meet compliance requirements; commencement of, or involvement in, threatened or actual litigation and government investigations; negative publicity; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the trading volume of our Common Stock; actions taken by our directors, executive officers or significant stockholders such as sales of Common Stock, or the perception that such actions could occur; the implementation or unwinding of the Special Committee’s recommendations and our related remedial actions; and 74 Table of Contents general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Further, pursuant to the Senyun Joinder, Senyun agreed to exercise its option to purchase $15.0 million of Tranche A Notes (as defined in Note 7, Notes Payable , in the Notes to the Consolidated Financial Statements contained in this Form 10-K) in accordance with the terms of the Secured SPA, with funding of 75% of such amount within five business days of the date of the Senyun Joinder and the remaining 25% of such amount within three business days thereafter, subject to certain conditions which have been satisfied.
Further, pursuant to the Senyun Joinder, Senyun agreed to exercise its option to purchase $15.0 million of Tranche A Notes (as defined in Note 8, Notes Payable , in the Notes to the Consolidated Financial Statements contained in this Form 10-K) in accordance with the terms of the Secured SPA, with funding of 75% of such amount within five business days of the date of the Senyun Joinder and the remaining 25% of such amount within three business days thereafter, subject to certain conditions which have been satisfied.
Any uncertainties or negative publicity arising from these events could also adversely affect our business, financial condition, results of operations, and prospects. 63 Table of Contents The Mergers and Acquisitions Rules and certain other PRC regulations establish certain procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
Any uncertainties or negative publicity arising from these events could also adversely affect our business, financial condition, results of operations, and prospects. 65 Table of Contents The Mergers and Acquisitions Rules and certain other PRC regulations establish certain procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
Any mishandling of battery packs may cause disruption to our business operations and cause damage and injuries. 48 Table of Contents Our EVs’ battery’s range and life will deteriorate with usage and time, which, if material, could negatively influence potential customers’ decisions to purchase our EVs. All lithium-ion batteries are consumable components that become less effective as they chemically age.
Any mishandling of battery packs may cause disruption to our business operations and cause damage and injuries. 46 Table of Contents Our EVs’ battery’s range and life will deteriorate with usage and time, which, if material, could negatively influence potential customers’ decisions to purchase our EVs. All lithium-ion batteries are consumable components that become less effective as they chemically age.
Similarly, in their audit reports on the consolidated financial statements for the years ended December 31, 2024, and 2023 , 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.
Similarly, in their audit reports on the consolidated financial statements for the years ended December 31, 2025 and 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.
We may never be able to generate revenue consistently, raise additional capital when required or operate profitably. 28 Table of Contents We do not have sufficient cash on hand to meet our current obligations and we expect that we will need to seek additional equity and/or debt financing in both the near- and long-term to finance a portion of our costs and capital expenditures.
We may never be able to generate revenue consistently, raise additional capital when required or operate profitably. 26 Table of Contents We do not have sufficient cash on hand to meet our current obligations and we expect that we will need to seek additional equity and/or debt financing in both the near- and long-term to finance a portion of our costs and capital expenditures.
Commercializing the FF 91 Futurist and potential FX models 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.
Commercializing the FF 91 Futurist and potential FX models, 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.
In addition, China has imposed retaliatory tariffs on the United States and, if tariffs on Mexico and Canada were to go into effect, these countries could also impose retaliatory tariffs on the United States. 38 Table of Contents On December 23, 2021, the Uyghur Forced Labor Prevention Act, which effectively prohibits imports of any goods made either wholly or in part in Xinjiang, was signed into law.
In addition, China has imposed retaliatory tariffs on the United States and, if tariffs on Mexico and Canada were to go into effect, these countries could also impose retaliatory tariffs on the United States. 36 Table of Contents On December 23, 2021, the Uyghur Forced Labor Prevention Act, which effectively prohibits imports of any goods made either wholly or in part in Xinjiang, was signed into law.
On August 16, 2021, the CAC and certain other PRC regulatory authorities promulgated the Several Provisions on the Management of Automobile Data Security (Trial Implementation), which came into effect on October 1, 2021 and clearly stipulates that:(i) to carry out personal information processing activities, automobile data processors must notify individuals of relevant information in a prominent manner, obtain personal consent or comply with laws and administrative regulations in other circumstances; (ii) for the processing of sensitive personal information, the automobile data processor must obtain separate consent from individuals, and meet specific requirements; and (iii) automobile data processors must collect biometric information only with sufficient necessity and for the purpose to enhance driving safety.
On August 16, 2021, the CAC and certain other PRC regulatory authorities promulgated the Several Provisions on the Management of Automobile Data Security (Trial Implementation), which came into effect on October 1, 2021 and clearly stipulates that:(i) to carry out personal information processing activities, automobile data processors must notify individuals of relevant information in a prominent manner, obtain personal consent or comply with laws and administrative regulations in other circumstances; (ii) for the processing of sensitive personal information, the automobile data processor must obtain 67 Table of Contents separate consent from individuals, and meet specific requirements; and (iii) automobile data processors must collect biometric information only with sufficient necessity and for the purpose to enhance driving safety.
Any limitation on the ability of the PRC Subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 59 Table of Contents Under the EIT Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes.
Any limitation on the ability of the PRC Subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 61 Table of Contents Under the EIT Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes.
(See Note 11, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements contained in this Form 10-K for more information regarding the findings and remedial actions relating to the Special Committee investigation.) There can be no guarantee that the Special Committee investigation revealed all instances of inaccurate disclosure or other deficiencies, or that other existing or past inaccuracies or deficiencies will not be revealed in the future.
(See Note 12, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements contained in this Form 10-K for more information regarding the findings and remedial actions relating to the Special Committee investigation.) There can be no guarantee that the Special Committee investigation revealed all instances of inaccurate disclosure or other deficiencies, or that other existing or past inaccuracies or deficiencies will not be revealed in the future.
This could subject us legal claims by the investors, which could have a material and adverse impact on our reputation and financial condition. 30 Table of Contents We may also be subject to legal claims arising from disagreement over the terms of our securities. For example, we previously issued certain convertible notes (the “Senyun Notes”) to Senyun International Ltd. (“Senyun”).
This could subject us legal claims by the investors, which could have a material and adverse impact on our reputation and financial condition. 28 Table of Contents We may also be subject to legal claims arising from disagreement over the terms of our securities. For example, we previously issued certain convertible notes (the “Senyun Notes”) to Senyun International Ltd. (“Senyun”).
Furthermore, on February 24, 2023, the CSRC and several other Chinese authorities promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, which provide that where an overseas securities regulator and a competent overseas authority requests to inspect, investigate or collect evidence from a PRC domestic company concerning overseas offering and listing, or to inspect, investigate, or collect evidence from the PRC domestic securities companies and securities service providers that undertake relevant businesses for such PRC domestic companies, such inspection, investigation and evidence collection will be conducted under a cross-border regulatory cooperation mechanism, and the CSRC or other competent Chinese authorities will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanisms.
Furthermore, on February 24, 2023, the CSRC and several other Chinese authorities promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, which provide that where an overseas securities regulator and a competent overseas authority requests to inspect, investigate or collect evidence from a PRC domestic company concerning overseas offering and listing, or to inspect, investigate, or collect evidence from the PRC domestic securities companies and securities service providers that undertake relevant businesses for such PRC domestic companies, such inspection, investigation and evidence collection will be conducted under a cross-border regulatory cooperation mechanism, and the CSRC or other competent Chinese authorities will provide 69 Table of Contents necessary assistance pursuant to bilateral and multilateral cooperation mechanisms.
We only recognized $0.5 million in revenue in 2024 . We rely on capital from investors to support our operations. We do not have sufficient cash on hand to meet our current obligations and are currently unable to generate cash through our at-the-market equity program or via our Registration Statement on Form S-3 because we are not currently S-3 eligible.
We only recognized $0.5 million in revenue in 2025 . We rely on capital from investors to support our operations. We do not have sufficient cash on hand to meet our current obligations and are currently unable to generate cash through our at-the-market equity program or via our Registration Statement on Form S-3 because we are not currently S-3 eligible.
Additionally, our competitors may move more quickly to market, which could impact our ability to grow our market share. Non-binding pre-orders and other non-binding indications of interest may not be converted into binding orders or sales. Through December 31, 2024, we had sold or leased only 16 FF 91 Futurist vehicles to user developers and employees.
Additionally, our competitors may move more quickly to market, which could impact our ability to grow our market share. Non-binding pre-orders and other non-binding indications of interest may not be converted into binding orders or sales. Through December 31, 2025 , we had sold or leased only 16 FF 91 Futurist vehicles to user developers and employees.
The possibility of enacting these new policies, including the legal durability of said actions, introduces uncertainty into the regulatory environment, potentially affecting our business, prospects, financial condition, results of operations, and cash flows. 50 Table of Contents We may not be able to provide customers with access to efficient, economical and comprehensive charging solutions.
The possibility of enacting these new policies, including the legal durability of said actions, introduces uncertainty into the regulatory environment, potentially affecting our business, prospects, financial condition, results of operations, and cash flows. 48 Table of Contents We may not be able to provide customers with access to efficient, economical and comprehensive charging solutions.
Disruption in the supply of components, whether or not from a single-source supplier, could impar 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.
Disruption in the supply of components, whether or not from a single-source supplier, could impair 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.
Any attempts to increase product prices in response to increased material costs could result in a decrease in sales and therefore materially and adversely affect our brand, business, prospects, financial condition and operating results. 47 Table of Contents W e may be subject to risks associated with autonomous driving technology.
Any attempts to 45 Table of Contents increase product prices in response to increased material costs could result in a decrease in sales and therefore materially and adversely affect our brand, business, prospects, financial condition and operating results. W e may be subject to risks associated with autonomous driving technology.
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. 32 Table of Contents The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services.
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. 30 Table of Contents The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services.
If we are unable to efficiently enhance our brand and market our vehicles, our business prospects, financial condition and operating results may be adversely and materially affected. 36 Table of Contents We have developed and continue to develop complex software and technology systems in coordination with vendors and suppliers for our electric vehicles.
If we are unable to efficiently enhance our brand and market our vehicles, our business prospects, financial condition and operating results may be adversely and materially affected. 34 Table of Contents We have developed and continue to develop complex software and technology systems in coordination with vendors and suppliers for our electric vehicles.
MHL and V W Investment are purchasers of the Unsecured SPA Notes (as defined in Note 7, Notes Payable, in the Notes to the Consolidated Financial Statements contained in the Form 10-K) and are affiliates of FF Global and a longtime stockholder of our company, respectively, and such purchasers have limited assets.
MHL and V W Investment are purchasers of the Unsecured SPA Notes (as defined in Note 8, Notes Payable, in the Notes to the Consolidated Financial Statements contained in the Form 10-K) and are affiliates of FF Global and a longtime stockholder of our company, respectively, and such purchasers have limited assets.
Any such tax may reduce the returns on your investment in the Common Stock. 60 Table of Contents We and our stockholders face uncertainty with respect to indirect transfers of equity interests in China resident enterprises through transfer of non-Chinese-holding companies.
Any such tax may reduce the returns on your investment in the Common Stock. 62 Table of Contents We and our stockholders face uncertainty with respect to indirect transfers of equity interests in China resident enterprises through transfer of non-Chinese-holding companies.
See Note 11, Commitments and Contingencies Legal Proceedings, in the Notes to the Consolidated Financial Statements . Our interests may not coincide with the interests of Mr. Jia or FF Global in all circumstances. For example, our Board may prioritize business or financial objectives or strategies that Mr. Jia or FF Global disagree with or that Mr.
See Note 12, Commitments and Contingencies Legal Proceedings, in the Notes to the Consolidated Financial Statements . Our interests may not coincide with the interests of Mr. Jia or FF Global in all circumstances. For example, our Board may prioritize business or financial objectives or strategies that Mr. Jia or FF Global disagree with or that Mr.
As of December 31, 2024 , we had the right to issue and sell up to an additional $192.50 million , or $342.50 million if we exercise our option under the SEPA. We generally have the right to control the timing and amount of any sales of our shares of Common Stock to Yorkville under the SEPA.
As of December 31, 2025 , we had the right to issue and sell up to an additional $192.50 million , or $342.50 million if we exercise our option under the SEPA. We generally have the right to control the timing and amount of any sales of our shares of Common Stock to Yorkville under the SEPA.
We may not be able to address these risks and difficulties successfully, which would materially harm our business and operating results. 49 Table of Contents Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, EVs.
We may not be able to address these risks and difficulties successfully, which would materially harm our business and operating results. 47 Table of Contents Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, EVs.
Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following: Risks Related to our Business and Industry We do not have sufficient liquidity to pay our outstanding obligations and to operate our business and will likely file for bankruptcy protection if we are unable to access additional capital. We have a limited operating history and face significant barriers to growth in the electric vehicle industry. We have incurred substantial losses and anticipate we will continue to do so. We expect our operating expenses to increase significantly. Our financial forecasts rely in large part upon assumptions and analyses developed by management. We have significant unfunded commitments from our investors. MHL and V W Investment are purchasers of the Unsecured SPA Notes and are affiliates of FF Global and a longtime stockholder of our company, respectively, and such purchasers have limited assets. We have incurred substantial indebtedness and may incur additional substantial additional indebtedness in the future, and we may be unable to refinance borrowings on terms that are acceptable to us, or at all. The production and delivery of the FF 91 Futurist has experienced, and may continue to experience, significant delays. Non-binding pre-orders and other non-binding indications of interest may not be converted into binding orders/sales. The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. We may not be able to accurately estimate the supply and demand for our vehicles. We may have insufficient reserves to cover future warranty claims. We have taken remedial measures in response to the Special Committee findings, which may be unsuccessful. We are involved in an SEC investigation and may be further subject to investigations and legal proceedings related to the matters underlying the Special Committee investigation and other matters. The market for the FF 91 Futurist is nascent and not established. We depend on our suppliers, the majority of which are single-source suppliers. Manufacturing the FF 91 at our California facility does not guarantee we will not incur significant production delays. We have minimal experience servicing and repairing our vehicles. Changes in U.S. and international trade policies may adversely impact our business and operating results. We face competition from multiple sources, including new and established domestic and international competitors. Our go-to-market and sales strategy will require substantial investment and commitment of resources and is subject to numerous risks and uncertainties. If we are unable to attract and/or retain key employees and Board members, officers and other individuals, our ability to compete could be harmed. Vehicle defects may result in production and delivery delays, recall campaigns and/or increased warranty costs. We may become subject to product liability claims that could harm our financial condition and liquidity. Third-party claims of infringing or misappropriating intellectual property rights could be costly, time consuming and prevent us from developing or commercializing future products. We have elected to protect some of our technologies as trade secrets rather than as patents. We depend on our proprietary intellectual properties. 26 Table of Contents We are subject to stringent and changing laws, regulations and standards related to data privacy and security. We are subject to cybersecurity risks relating to our various systems and software. Our distribution model is different from the predominant current distribution model for automobile manufacturers and is subject to regulatory limitations on our ability to sell and service vehicles directly. Our use of artificial intelligence technologies may not be beneficial to our business, and may cause our performance and reputation to suffer. We and our suppliers may be subject to increased environmental and safety or other regulations and disclosure rules. Increases in costs, disruption of supply or shortage of materials used to manufacture our vehicles, in particular for lithium-ion cells or electronic components, could harm our business. We may not obtain/maintain sufficient insurance coverage, which could expose us to significant costs and disruption. Yueting Jia's public image may adversely impact us. Yueting Jia is subject to restrictions in China that may adversely impact our China strategy. Yueting Jia and FF Global, over which Mr.
Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following: Risks Related to our Business and Industry We do not have sufficient liquidity to pay our outstanding obligations and to operate our business and will likely file for bankruptcy protection if we are unable to access additional capital. We have a limited operating history and face significant barriers to growth in the electric vehicle industry. We have incurred substantial losses and anticipate we will continue to do so. We expect our operating expenses to increase significantly. Our financial forecasts rely in large part upon assumptions and analyses developed by management. We have significant unfunded commitments from our investors. 23 Table of Contents MHL and V W Investment are purchasers of the Unsecured SPA Notes and are affiliates of FF Global and a longtime stockholder of our company, respectively, and such purchasers have limited assets. We have incurred substantial indebtedness and may incur additional substantial additional indebtedness in the future, and we may be unable to refinance borrowings on terms that are acceptable to us, or at all. The production and delivery of the FF 91 Futurist has experienced, and may continue to experience, significant delays. Non-binding reservation deposits and other non-binding indications of interest may not be converted into binding orders/sales. The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. We may not be able to accurately estimate the supply and demand for our vehicles. We may have insufficient reserves to cover future warranty claims. We have taken remedial measures in response to the Special Committee findings, which may be unsuccessful. We were involved in an SEC investigation and may be subject to future investigations and legal proceedings related to the matters underlying the Special Committee investigation and other matters. The market for the FF 91 Futurist is nascent and not established. We depend on our suppliers, the majority of which are single-source suppliers. Manufacturing the FF 91 at our California facility does not guarantee we will not incur significant production delays. We have minimal experience servicing and repairing our vehicles. Changes in U.S. and international trade policies may adversely impact our business and operating results. We face competition from multiple sources, including new and established domestic and international competitors. Our go-to-market and sales strategy will require substantial investment and commitment of resources and is subject to numerous risks and uncertainties. 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. If we are unable to attract and/or retain key employees and Board members, officers and other individuals, our ability to compete could be harmed. Vehicle defects may result in production and delivery delays, recall campaigns and/or increased warranty costs. We may become subject to product liability claims that could harm our financial condition and liquidity. Third-party claims of infringing or misappropriating intellectual property rights could be costly, time consuming and prevent us from developing or commercializing future products. We have elected to protect some of our technologies as trade secrets rather than as patents. We depend on our proprietary intellectual properties. We are subject to stringent and changing laws, regulations and standards related to data privacy and security. We are subject to cybersecurity risks relating to our various systems and software. Our distribution model is different from the predominant current distribution model for automobile manufacturers and is subject to regulatory limitations on our ability to sell and service vehicles directly. Our use of artificial intelligence technologies may not be beneficial to our business, and may cause our performance and reputation to suffer. We and our suppliers may be subject to increased environmental and safety or other regulations and disclosure rules. Increases in costs, disruption of supply or shortage of materials used to manufacture our vehicles, in particular for lithium-ion cells or electronic components, could harm our business. We may not obtain/maintain sufficient insurance coverage, which could expose us to significant costs and disruption. Yueting Jia's public image may adversely impact us. Yueting Jia is subject to restrictions in China that may adversely impact our China strategy. Yueting Jia and FF Global, over which Mr.
Jia exercises significant influence, have control over our management, business and operations, and may use this control in ways that are not aligned with our interests. Disputes with our stockholders are costly and distracting. We are subject to legal proceedings, claims, and disputes arising both in and outside the ordinary course of business. Our latest business strategy, which we refer to as the Bridge Strategy and/or Dual Brand Strategy, is subject to numerous risks and uncertainties.
Jia exercises significant influence, have control over our management, business and operations, and may use this control in ways that are not aligned with our interests. Disputes with our stockholders are costly and distracting. We are subject to legal proceedings, claims, and disputes arising both in and outside the ordinary course of business. 24 Table of Contents Our latest business strategy, which we refer to as the Bridge Strategy and/or Dual Brand Strategy, is subject to numerous risks and uncertainties.
Any business disruption event could result in substantial cost and diversion of resources. 51 Table of Contents Demand for our products and services may be impacted by the status of government and economic incentives supporting the development and adoption of such products.
Any business disruption event could result in substantial cost and diversion of resources. 49 Table of Contents Demand for our products and services may be impacted by the status of government and economic incentives supporting the development and adoption of such products.
We may be unable to compete successfully in global and local markets, which could materially and adversely affect our business, prospects, financial condition and results of operations. 39 Table of Contents Our go-to-market and sales strategy, including partner stores and showrooms as well as our online web platform, will require substantial investment and commitment of resources and is subject to numerous risks and uncertainties.
We may be unable to compete successfully in global and local markets, which could materially and adversely affect our business, prospects, financial condition and results of operations. Our go-to-market and sales strategy, including partner stores and showrooms as well as our online web platform, will require substantial investment and commitment of resources and is subject to numerous risks and uncertainties.
As advised by the PRC counsel, the above mentioned laws, regulations or the relevant drafts are relatively new and the PRC laws and regulations relating to cybersecurity, information security, data privacy and protection are evolving rapidly, there remains significant uncertainty in the enactment, interpretation and enforcement of such PRC laws, regulations or the relevant drafts, and the PRC Subsidiaries could become subject to enhanced cybersecurity review or non-compliance investigations launched by PRC regulators in the future.
As advised by the PRC counsel, the above mentioned laws, regulations or the relevant drafts are relatively new and the PRC laws and regulations relating to cybersecurity, information security, data privacy and protection are evolving rapidly, there remains significant uncertainty in the enactment, interpretation and enforcement of such PRC laws, regulations or the relevant 68 Table of Contents drafts, and the PRC Subsidiaries could become subject to enhanced cybersecurity review or non-compliance investigations launched by PRC regulators in the future.
The rate at which we incur costs and losses may increase significantly as we: continue to develop the FF 91; seek to execute on our FX strategy; seek to execute on our AI strategy; continue to develop and equip our manufacturing FF ieFactory California facility in Hanford, California; build up inventories of parts and components; develop and expand design, development, maintenance, servicing and repair capabilities; and increase sales and marketing activities. 29 Table of Contents These efforts may be more expensive than currently anticipated, and these efforts may not result in increased revenues, which could further increase losses.
The rate at which we incur costs and losses may increase significantly as we: continue to develop the FF 91; seek to execute on our FX strategy; seek to execute on our AI strategy; continue to develop and equip our manufacturing FF aiFactory California facility in Hanford, California; build up inventories of parts and components; develop and expand design, development, maintenance, servicing and repair capabilities; and increase sales and marketing activities. 27 Table of Contents These efforts may be more expensive than currently anticipated, and these efforts may not result in increased revenues, which could further increase losses.
In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that if a listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then we are not eligible for a Compliance Period.
Nasdaq Listing Rule 5810(c)(3)(A)(iv) further states that if a listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then we are not eligible for a Compliance Period.
At various special meetings of stockholders, our stockholders approved (among other proposals), as is required by the applicable Nasdaq rules and regulations, transactions involving issuance of our outstanding convertible notes and warrants (including our incremental warrants to purchase additional convertible notes), including the issuance of any shares in excess of 19.99% of the issued and outstanding shares of the Common Stock upon conversion of the such convertible notes and/or exercise of such warrants.
At various special meetings of stockholders, our stockholders approved (among other 72 Table of Contents proposals), as is required by the applicable Nasdaq rules and regulations, transactions involving issuance of our outstanding convertible notes and warrants (including our incremental warrants to purchase additional convertible notes), including the issuance of any shares in excess of 19.99% of the issued and outstanding shares of the Common Stock upon conversion of the such convertible notes and/or exercise of such warrants.
Our Third Amended and Restated Certificate of Incorporation, as amended provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit your ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our Third Amended and Restated Certificate of Incorporation, as amended provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, 77 Table of Contents which could limit your ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
In addition, as of December 31, 2024, the Common Stock was also subject to potential dilution from: (i) conversion of notes and exercise of warrants for which 3,136,051 shares have been registered; (ii) conversion of notes which have satisfied the holding period subject to Rule 144 eligibility; (iii) the exercise of up to 98,551warrants; (iv) the exercise of up to 134,986 stock options; (v) the vesting of 115,327 unvested RSUs; (vi) the issuance of up to 104,167 earnout shares pursuant to the triggering events in the merger agreement; (vii) the issuance of up to 96,334 remaining registered shares of Common Stock that we may elect, in its sole discretion, to issue and sell to YA II PN Ltd.
In addition, as of December 31, 2025, the Common Stock was also subject to potential dilution from: (i) conversion of notes and exercise of warrants for which 3,136,051 shares have been registered; (ii) conversion of notes which have satisfied the holding period subject to Rule 144 eligibility; (iii) the exercise of up to 98,551warrants; (iv) the exercise of up to 134,986 stock options; (v) the vesting of 115,327 unvested RSUs; (vi) the issuance of up to 104,167 earnout shares pursuant to the triggering events in the merger agreement; (vii) the issuance of up to 96,334 remaining registered shares of Common Stock that 76 Table of Contents we may elect, in its sole discretion, to issue and sell to YA II PN Ltd.
In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, and diversion of resources and management attention. We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets or other intellectual property rights of former employers of our employees.
In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, and diversion of resources and management attention. 40 Table of Contents We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets or other intellectual property rights of former employers of our employees.
The following events and activities, among others, and any future similar events and activities could generate negative perceptions about Mr. Jia and, by extension, us: 52 Table of Contents Mr. Jia was disciplined as part of the Special Committee investigation.
The following events and activities, among others, and any future similar events and activities could generate negative perceptions about Mr. Jia and, by extension, us: 50 Table of Contents Mr. Jia was disciplined as part of the Special Committee investigation.
In addition, our third Amended and Restated Certificate of Incorporation provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. 75 Table of Contents In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v.
In addition, our third Amended and Restated Certificate of Incorporation provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v.
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, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, and/or cease operations.
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 and FX Super One, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, and/or cease operations.
Manufacturing the FF 91 at our leased FF ieFactory in California does not guarantee we will not incur significant production delays. We plan to continue to build-out our leased FF ieFactory in California to support the production of the FF 91 series.
Manufacturing the FF 91 at our leased FF aiFactory in California does not guarantee we will not incur significant production delays. We plan to continue to build-out our leased FF aiFactory in California to support the production of the FF 91 series.
The Civil Code of the PRC provides legal basis for privacy and personal information infringement claims under the Chinese civil laws. 65 Table of Contents On June 10, 2021, the Standing Committee of the National People’s Congress of China (the “SCNPC”), promulgated the PRC Data Security Law, which took effect on September 1, 2021.
The Civil Code of the PRC provides legal basis for privacy and personal information infringement claims under the Chinese civil laws. On June 10, 2021, the Standing Committee of the National People’s Congress of China (the “SCNPC”), promulgated the PRC Data Security Law, which took effect on September 1, 2021.
Any turnover of personnel, particularly accounting, finance and legal personnel, may also negatively impact our internal controls over financial reporting and other disclosures and our ability to prepare and make timely and accurate public disclosures. 69 Table of Contents We face risks related to the restatement of our previously issued consolidated financial statements.
Any turnover of personnel, particularly accounting, finance and legal personnel, may also negatively impact our internal controls over financial reporting and other disclosures and our ability to prepare and make timely and accurate public disclosures. We face risks related to the restatement of our previously issued consolidated financial statements.
Our consolidated financial statements for the years ended December 31, 2024, and 2023 do not include any adjustments that may result from the outcome of this uncertainty.
Our consolidated financial statements for the years ended December 31, 2025 and 2024 do not include any adjustments that may result from the outcome of this uncertainty.
See “Note 11, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements for more information regarding the findings and remedial actions relating to the Special Committee investigation. Mr.
See “Note 12, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements for more information regarding the findings and remedial actions relating to the Special Committee investigation. Mr.
While we believe these efforts will remediate the material weaknesses, it will not be considered remediated until we complete the design and implementation of the enhanced controls, the controls operate for a sufficient period of time, and we have concluded, through testing, that these controls are effective.
While we believe these efforts will remediate the material weaknesses, it will not be considered remediated until we complete the design and implementation of the enhanced controls, the controls operate for a sufficient period of time, and we 70 Table of Contents have concluded, through testing, that these controls are effective.
For more information, see Risks Related to our Business and Industry We do not have sufficient liquidity to pay our outstanding obligations and to operate our business and it will likely file for bankruptcy protection if we are unable to access additional capital.” 68 Table of Contents Risks Related to the Restatement We have identified material weaknesses in our internal control over financial reporting.
For more information, see Risks Related to our Business and Industry We do not have sufficient liquidity to pay our outstanding obligations and to operate our business and it will likely file for bankruptcy protection if we are unable to access additional capital.” Risks Related to the Restatement We have identified material weaknesses in our internal control over financial reporting.
In some states, there have also been regulatory and legislative efforts by dealer associations to interpret laws or propose laws that, if enacted, would prevent us from obtaining dealer licenses in their states given our direct sales model. States may also restrict our ability to service vehicles once sold or leased and delivered to customers.
In some states, there have also 44 Table of Contents been regulatory and legislative efforts by dealer associations to interpret laws or propose laws that, if enacted, would prevent us from obtaining dealer licenses in their states given our direct sales model. States may also restrict our ability to service vehicles once sold or leased and delivered to customers.
See Note 11, Commitments and Contingencies ”, in the Notes to the Consolidated Financial Statements contained in this Form 10-K for more information regarding the current legal proceedings we are involved in. 55 Table of Contents Such litigation and other legal proceedings or disputes are inherently uncertain, divert managements time and attention, and are costly.
See Note 12, Commitments and Contingencies ”, in the Notes to the Consolidated Financial Statements contained in this Form 10-K for more information regarding the current legal proceedings we are involved in. 53 Table of Contents Such litigation and other legal proceedings or disputes are inherently uncertain, divert managements time and attention, and are costly.
We may be unable to obtain regulatory approval for our vehicles. Motor vehicles are subject to substantial regulation under international, federal, state and local laws. Vehicles produced or sold by us will be required to comply with the applicable safety, product and other standards and regulations in our target markets.
We may be unable to obtain regulatory approval for our vehicles. 43 Table of Contents Motor vehicles are subject to substantial regulation under international, federal, state and local laws. Vehicles produced or sold by us will be required to comply with the applicable safety, product and other standards and regulations in our target markets.
Despite our efforts to protect our proprietary rights, third parties may still attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that such third parties’ intellectual property does not infringe upon our intellectual property rights, or they may be able to independently develop technologies that are the same as or similar to our technologies.
Despite our efforts to protect our proprietary rights, third parties may still attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that such third parties’ intellectual property does not infringe upon our 41 Table of Contents intellectual property rights, or they may be able to independently develop technologies that are the same as or similar to our technologies.
Our ability to expand our business or maintain or expand our market share in China through future acquisitions would as such be materially and adversely affected. 64 Table of Contents We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on internet-related business, automotive businesses and other business carried out by the PRC Subsidiaries.
Our ability to expand our business or maintain or expand our market share in China through future acquisitions would as such be materially and adversely affected. We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on internet-related business, automotive businesses and other business carried out by the PRC Subsidiaries.
In addition, if we have to adjust and/or reduce or suspend certain payments to suppliers, such adjustments and/or reductions could further delay production and deliveries. If we further meaningfully delay additional production and delivery, potential consumers may lose confidence in us, and customers who have placed pre-orders may them, harming our growth prospects.
In addition, if we have to adjust and/or reduce or suspend certain payments to suppliers, such adjustments and/or reductions could further delay production and deliveries. If we further meaningfully delay additional production and delivery, potential consumers may lose confidence in us, and customers who have placed reservation deposits may them, harming our growth prospects.
Both of the new energy passenger vehicles and their manufacturers will be listed in the Announcement of the Vehicle Manufacturers and Products issued by the MIIT from time to time, if they have obtained the entry approval from the MIIT.
Both 66 Table of Contents of the new energy passenger vehicles and their manufacturers will be listed in the Announcement of the Vehicle Manufacturers and Products issued by the MIIT from time to time, if they have obtained the entry approval from the MIIT.
Based on our recurring losses from operations since inception and continued cash outflows from operating activities, in our audited consolidated financial statements for the years ended December 31, 2024, and 2023 , 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.
Based on our recurring losses from operations since inception and continued cash outflows from operating activities, in our consolidated financial statements for the year ended December 31, 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.
We are involved in an SEC investigation and may be further subject to 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.
We were involved in an SEC investigation and may be 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.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; We will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers will undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; The rights conferred in our Amended and Restated Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and We may not retroactively amend the provisions of our Amended and Restated Bylaws to reduce our indemnification obligations to directors, officers, employees and agents. 76 Table of Contents Our dual-class structure may depress the trading price of our Common Stock.
Delaware law provides that a corporation may indemnify 78 Table of Contents such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; We will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers will undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; The rights conferred in our Amended and Restated Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and We may not retroactively amend the provisions of our Amended and Restated Bylaws to reduce our indemnification obligations to directors, officers, employees and agents.
Since inception, we have incurred cumulative losses from operations, negative cash flows from operating activities and had an accumulated deficit of $4.3 billion and $4.0 billion as of December 31, 2024, and 2023 , respectively. We expect to continue to generate significant operating losses for the foreseeable future.
Since inception, we have incurred cumulative losses from operations, negative cash flows from operating activities and had an accumulated deficit of $4.7 billion and $4.3 billion as of December 31, 2025 and 2024 , respectively. We expect to continue to generate significant operating losses for the foreseeable future.
If our employees engage in strikes or other work stoppages, or if third-party strikes or work stoppages cause supply chain interruptions, our business, prospects, operations, financial condition and liquidity could be materially adversely affected. A strike or work stoppage by our employees could have a material adverse effect on our business, prospects, operations, financial condition and liquidity.
If our employees engage in strikes or other work stoppages, or if third-party strikes or work stoppages cause supply chain interruptions, our business, prospects, operations, financial condition and liquidity could be materially adversely affected. 39 Table of Contents A strike or work stoppage by our employees could have a material adverse effect on our business, prospects, operations, financial condition and liquidity.
We have not approved secondary sources for the key single-sourced components used in the FF 91 series. Generally, we do not maintain long-term agreements with these single-source suppliers. 35 Table of Contents Historically, certain suppliers ceased supplying their components and initiated legal claims against us when we failed to make payments.
We have not approved secondary sources for the key single-sourced components used in the FF 91 series and FX Super One. Generally, we do not maintain long-term agreements with these single-source suppliers. 33 Table of Contents Historically, certain suppliers ceased supplying their components and initiated legal claims against us when we failed to make payments.
Jia and FF Global have strengthened their already significant influence over us. 54 Table of Contents Given that Mr.
Jia and FF Global have strengthened their already significant influence over us. 52 Table of Contents Given that Mr.
As a result, we will depend on our subsidiaries for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our Common Stock.
As a result, we will depend on our subsidiaries for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our 73 Table of Contents Common Stock.
Net cash used in operating activities was $70.2 million and $278.2 million for the years ended December 31, 2024, and 2023 , respectively. We may incur unforeseen expenses, or encounter difficulties, complications, and delays in delivering the FF 91 series or developing the FX series and therefore may never generate sufficient revenues to sustain ourselves.
Net cash used in operating activities was $107.6 million and $70.2 million for the years ended December 31, 2025 and 2024 , respectively. We may incur unforeseen expenses, or encounter difficulties, complications, and delays in delivering the FF 91 series or developing the FX series and therefore may never generate sufficient revenues to sustain ourselves.
It is difficult to detect that trade secrets are being misappropriated, and it is very difficult and expensive to prove disclosure or unauthorized use in court and to obtain an adequate remedy. 42 Table of Contents We depend on our proprietary intellectual properties.
It is difficult to detect that trade secrets are being misappropriated, and it is very difficult and expensive to prove disclosure or unauthorized use in court and to obtain an adequate remedy. We depend on our proprietary intellectual properties.
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.
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 fully complied with the subpoenas.
As of the date that our consolidated financial statements for the year ended December 31, 2024 , 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.
As of the date that our consolidated financial statements for the year ende d December 31, 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.
We may incur substantial losses if our vehicles’ fair market value deteriorates faster than projected. Yueting Jia, our founder and Chief Product and User Ecosystem 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.
We may incur substantial losses if our vehicles’ fair market value deteriorates faster than projected. Yueting Jia, our founder and Global Co-Chief Executive 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 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 Chief Product and User Ecosystem Officer, is closely associated with our image and brand, and his public image may color public and market perceptions of us.
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 Global Co-Chief Executive Officer, is closely associated with our image and brand, and his public image may color public and market perceptions of us.
These measures require the data processor providing data overseas and falling under any of the following circumstances apply for the security assessment of cross-border data transmission by the national cybersecurity authority through its local counterpart: (i) the data processor provides important data overseas; (ii) critical information infrastructure operators and data processors processing personal information of more than one million individuals provide personal information overseas; (iii) data processors which have provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals overseas since January 1 of the previous year provides personal information overseas; and (iv) other situations required to declare security assessment of cross-border data transmission as stipulated by the national cybersecurity authority. 66 Table of Contents The PRC Subsidiaries may become subject to enhanced cybersecurity review.
These measures require the data processor providing data overseas and falling under any of the following circumstances apply for the security assessment of cross-border data transmission by the national cybersecurity authority through its local counterpart: (i) the data processor provides important data overseas; (ii) critical information infrastructure operators and data processors processing personal information of more than one million individuals provide personal information overseas; (iii) data processors which have provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals overseas since January 1 of the previous year provides personal information overseas; and (iv) other situations required to declare security assessment of cross-border data transmission as stipulated by the national cybersecurity authority.
We have incurred losses from operations and had negative cash flows from operating activities since inception. We incurred a net loss of $355.8 million and $431.7 million for the years ended December 31, 2024, and 2023 , respectively.
We have incurred losses from operations and had negative cash flows from operating activities since inception. We incurred a net loss of $397.1 million and $355.8 million for the years ended December 31, 2025 and 2024 , respectively.
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.
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, the issuance of shares pursuant to the ATM, and/or in additional future financings required in furtherance of executing on our business strategy, and/or in additional future financings required in furtherance of executing on our business strategy, and/or in additional future financings required in furtherance of executing on our business strategy, would substantially dilute the ownership interest of existing stockholders.
If we do not remediate these material weaknesses, or if other material weaknesses are identified, or if we are unable to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may be unable to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. 73 Table of Contents We may issue additional shares of Common Stock or preferred shares, which would dilute the interest of our stockholders.
If we do not remediate these material weaknesses, or if other material weaknesses are identified, or if we are unable to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may be unable to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company enforces a top-down approach to cybersecurity governance, ensuring accountability and continuous risk monitoring at all levels of the organization. 3. Management’s Role in Cybersecurity Management plays an active role in implementing cybersecurity policies, conducting risk evaluations, and ensuring compliance with regulatory requirements.
Biggest changeIn addition to scheduled updates, management’s incident response procedures require that potential material cybersecurity incidents are escalated to senior leadership and the Board promptly, as appropriate 80 Table of Contents The Company enforces a top-down approach to cybersecurity governance, ensuring accountability and continuous risk monitoring at all levels of the organization. 3.
Item 1C. Cybersecurity The Company recognizes the increasing complexity and significance of cybersecurity risks in safeguarding its technology, operations, and customer data. As an advanced electric vehicle manufacturer, the Company’s operations rely on interconnected digital infrastructure, cloud-based systems, and proprietary software platforms, making cybersecurity an essential component of its risk management framework.
Item 1C. Cybersecurity The Company recognizes the increasing complexity and significance of cybersecurity risks in safeguarding its technology, operations, proprietary systems, and data. The Company’s operations rely on interconnected digital infrastructure, cloud-based systems, and proprietary software platforms, making cybersecurity an essential component of its risk management framework.
The Company has implemented a comprehensive cybersecurity program designed to identify, assess, mitigate, and respond to cybersecurity risks. This approach is informed by industry best practices, including the NIST Cybersecurity Framework (“CSF”) and Risk Management Framework (“RMF”).
The Company has implemented a cybersecurity program designed to identify, assess, mitigate, and respond to cybersecurity risks. This program is informed by recognized industry practices, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). The following disclosure outlines the Company’s cybersecurity risk management strategy and governance, including the Board’s oversight and management’s role. 1.
Failure to comply with cybersecurity regulations could result in financial penalties, legal liabilities, and reputational harm. The Company conducts regular compliance reviews to ensure alignment with evolving regulatory requirements. 10.
Failure to comply with applicable requirements could result in financial penalties, legal liabilities, and reputational harm. The Company performs compliance-focused activities as part of its cybersecurity program. 10. Incident Response Plan The Company maintains an incident response policy framework intended to support timely identification, containment, investigation, remediation, and recovery.
Removed
The program is designed to prevent disruptions to operations, protect critical assets, and ensure compliance with applicable regulations such as the California Consumer Privacy Act (“CCPA”), the General Data Protection Regulation (“GDPR”), and the Securities and Exchange Commission (“SEC”) cybersecurity disclosure requirements.
Added
Cybersecurity Risk Management (Risk Management and Strategy) The Company employs a structured cybersecurity risk management program to assess, identify, and manage cybersecurity risks across its information technology environment, including corporate systems and cloud-based platforms.
Removed
The following disclosure outlines the Company’s cybersecurity risk management strategy, governance structure, incident response procedures, regulatory compliance efforts, and ongoing investments in cybersecurity. 78 Table of Contents 1. Cybersecurity Risk Management The Company employs a structured cybersecurity risk management program that aligns with NIST CSF's five core functions: Identify, Protect, Detect, Respond, and Recover.
Added
Key elements of the program includes: • Risk assessments and periodic evaluation of cybersecurity risks across systems and environments. • Threat detection and monitoring, including alert triage and investigation, to identify suspicious activity and potential incidents. • Vulnerability management, including scanning, prioritization, and remediation activities. • Access controls and security protections, including multi-factor authentication, encryption protocols, and endpoint security measures where appropriate. • Third-party risk management, including evaluation of vendors and service providers that may access Company data or systems Cybersecurity risks are evaluated in coordination with management and are considered within the Company’s broader operational and enterprise risk considerations. 2.
Removed
The approach includes: • Risk Assessments: Regular evaluations of cyber risks across IT infrastructure, production systems, and cloud-based platforms. • Threat Detection and Monitoring: Deployment of Security Information and Event Management (SIEM) tools, intrusion detection systems, and endpoint security solutions to monitor cyber threats in real-time. • Third-Party Risk Management: Continuous evaluation of vendors and partners who have access to the Company’s sensitive data and operational networks. • Access Controls and Encryption: Implementation of multi-factor authentication (MFA), data encryption protocols, and network segmentation to reduce attack vectors.
Added
Governance and Oversight (Board Oversight and Management’s Role) Cybersecurity oversight is a shared responsibility between the Company’s Board of Directors and management. The Vice President, Intelligent Platform App provides cybersecurity updates to the full Board on a biannual basis, including information regarding the Company’s cybersecurity posture, risk environment, incident trends, and mitigation efforts.
Removed
The Company integrates cybersecurity into its enterprise risk management (ERM) framework to ensure cyber threats are regularly evaluated as part of its business strategy and operational resilience efforts. 2. Governance and Oversight Cybersecurity oversight is a shared responsibility between the Company’s Board of Directors, senior management, and IT security leadership.
Added
Management’s Role in Cybersecurity Management is responsible for the day-to-day execution of the Company’s cybersecurity program. The Vice President, Intelligent Platform App oversees cybersecurity initiatives and supervises cybersecurity personnel and processes. The Network and Information Security Engineer monitors threats, investigates alerts, and reports identified incidents to the IT Vice President through established escalation procedures.
Removed
The Board receives regular updates on cybersecurity risk exposure, incident response capabilities, and compliance efforts from management.
Added
The Company’s cybersecurity incident response governance is supported by an Incident Response Policy that defines roles and responsibilities, incident classification, documentation expectations, evidence preservation requirements, and communication protocols. 4. Cybersecurity Strategy and Resilience The Company maintains cybersecurity resilience measures designed to support business continuity and protect critical assets.
Removed
The Company’s Senior Cybersecurity Engineer leads the execution of cybersecurity programs, including: • Developing and maintaining security policies. • Conducting periodic risk assessments and audits. • Managing incident response and recovery plans. • Providing reports to senior executives on security trends, vulnerabilities, and ongoing mitigation efforts.
Added
These measures include monitoring and response capabilities, as well as processes for containment, remediation, and recovery when incidents occur. 5. Material Cybersecurity Incidents During fiscal year 2025, the Company did not experience any material cybersecurity incidents. No cybersecurity incidents required disclosure under Form 8-K Item 1.05 during 2025. 6.
Removed
The IT security team collaborates with third-party cybersecurity vendors, including Rapid7, Cisco, and Carbon Black, to enhance the Company’s security posture. Management is also responsible for employee training and awareness programs, ensuring that cybersecurity is embedded in the corporate culture. All employees complete mandatory cybersecurity training to recognize and mitigate phishing attempts, malware threats, and social engineering risks. 4.
Added
Impact of Cyber Incidents Cybersecurity incidents, if material, could adversely affect the Company’s financial condition, results of operations, operational stability, and reputation. Potential impacts may include remediation costs, operational disruptions, litigation or regulatory exposure, and reputational harm. The Company evaluates cybersecurity risks as part of its ongoing risk assessment processes. 7.
Removed
Cybersecurity Strategy and Resilience The Company has established robust cybersecurity resilience measures to ensure that cyber incidents do not materially impact operations.
Added
Board Expertise in Cybersecurity The Board’s cybersecurity oversight is informed through management briefings and periodic updates. The Company may enhance Board education on cybersecurity trends and governance practices as appropriate. 8. Use of Third-Party Services (Third-Party Risk) The Company uses third-party service providers to support certain technology and security functions.
Removed
These include: • Backup and Redundancy: Critical business systems are backed up and replicated to prevent data loss and operational disruptions. • Incident Containment and Recovery: Automated security responses, real-time malware detection, and forensic analysis capabilities enable the Company to respond swiftly to threats. • Proactive Threat Intelligence: Continuous monitoring of emerging cyber threats and industry trends, allowing for adjustments to the security strategy.
Added
The Company evaluates third-party cybersecurity risks through vendor due diligence processes, including review of security documentation and reports where applicable, and monitors third-party risks on an ongoing basis. 9. Regulatory and Legal Compliance Risks The Company is subject to cybersecurity and data privacy requirements, including applicable data privacy laws and SEC disclosure requirements.
Removed
The goal is to maintain business continuity, protect proprietary technology, and safeguard customer and employee data in the event of a cyber incident. 5. Material Cybersecurity Incidents During the reporting period, the Company experienced a cybersecurity incident related to employee interactions with suspicious websites.
Added
Incident response procedures include incident severity classification, escalation, documentation, evidence preservation, and communications protocols. 11. Cyber Insurance The Company does not maintain standalone cybersecurity insurance coverage. The Company evaluates risk mitigation and risk transfer options as part of its broader risk management considerations. 12.
Removed
The incident was promptly contained, and a forensic investigation confirmed that no material impact occurred to operations, financial position, or customer data. 79 Table of Contents 6. Impact of Cyber Incidents Cybersecurity incidents, if material, could affect the Company’s financial condition, operational stability, and reputation.
Added
Historical Cyber Incidents 81 Table of Contents The Company did not record any material cybersecurity incidents during fiscal year 2025. 13. Technology and Infrastructure Risks The Company’s cybersecurity program includes measures intended to protect systems and data, including monitoring, endpoint protections, access controls, and vulnerability management.
Removed
Risks include: • Direct financial losses from remediation costs, potential ransomware payments, or legal expenses. • Operational disruptions affecting vehicle production and supply chain logistics. • Regulatory fines and penalties for non-compliance with data protection laws. Reputational damage impacting customer trust and investor confidence.
Added
As cybersecurity threats continue to evolve, the Company may adjust its cybersecurity tools, processes, and controls over time. 14. Data Security and Privacy Policies The Company maintains policies and controls intended to protect sensitive data, including access controls and other security measures designed to safeguard data confidentiality and integrity. 15.
Removed
The Company regularly assesses its financial exposure to cybersecurity risks and has contingency plans in place to mitigate these impacts. 7. Board Expertise in Cybersecurity No Board members currently hold formal cybersecurity certifications or direct experience in cybersecurity risk management. The Company continues to enhance Board education on cybersecurity trends and governance practices. 8.
Added
Ongoing Cybersecurity Efforts The Company continues to invest in cybersecurity capabilities, including monitoring, vulnerability management, employee awareness training, and improvements to policies and procedures, to address evolving cybersecurity threats.
Removed
Use of Third-Party Services The Company partners with third-party cybersecurity firms to support penetration testing, threat monitoring, and risk assessments. Vendors are required to adhere to stringent security controls to minimize risks associated with third-party data access. The Company has implemented a Third-Party Risk Management (“TPRM”) framework that evaluates cybersecurity controls in vendor contracts, ensuring compliance with security policies. 9.
Removed
Regulatory and Legal Compliance Risks The Company is subject to global cybersecurity regulations, including: • SEC cybersecurity disclosure requirements for material incidents and risk management. • Data privacy laws such as CCPA (California Consumer Privacy Act) and GDPR (General Data Protection Regulation). • Automotive cybersecurity standards for protecting connected vehicle systems.
Removed
Incident Response Plan The Company maintains a formalized incident response plan, which includes: • 24/7 monitoring for cybersecurity threats. • Real-time threat detection and forensic investigation tools. • Collaboration with third-party security firms for penetration testing. This plan ensures that cyber threats are identified, contained, and mitigated efficiently. 11.
Removed
Cyber Insurance and Risk Transfer The Company maintains cyber insurance coverage to mitigate financial risks associated with cybersecurity incidents. This insurance covers: • Incident response and recovery costs. • Legal fees and regulatory penalties. • Business interruption expenses. The risk management team regularly evaluates the adequacy of coverage based on evolving cyber threats. 12.
Removed
Historical Cyber Incidents No material cybersecurity incidents were recorded in prior reporting periods. 80 Table of Contents 13. Technology and Infrastructure Risks The Company has implemented: • Real-time AI-driven security analytics. • Multi-layered encryption and cloud security protections. • Strict endpoint security measures across all corporate devices. 14.
Removed
Data Security and Privacy Policies The Company enforces strict data security policies, including: • Encryption protocols for sensitive data. • Access controls and multi-factor authentication. • Regular security audits to verify compliance. 15. Ongoing Cybersecurity Efforts The Company continues to invest in: • Security infrastructure upgrades. • Cyber awareness training for employees. • Continuous improvement of risk assessment frameworks.
Removed
This structured cybersecurity program ensures compliance with SEC disclosure requirements and supports the Company’s commitment to protecting its assets, customers, and employees from evolving cyber threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth the location, approximate size, primary use and lease term of the Company’s major facilities as of December 31, 2024: Location Approximate Size (Building) in Square Feet Primary Use Lease Expiration Date Gardena, California 82,586 Global headquarters, research and development, office September 30, 2025 Gardena, California 12,650 Office September 30, 2025 Hanford, California 1,070,000 Manufacturing October 19, 2028 San Jose, California 30,260 Office March 31, 2025 Beijing, China 2,942 Administrative services, research and development, strategic planning December 14, 2025 Zhuhai, China 895 Administrative services, research and development, strategic planning July 11, 2025 The Company is finalizing the refurbishment of the FF ieFactory California manufacturing facility, located in Hanford California.
Biggest changeThe following table sets forth the location, approximate size, primary use and lease term of the Company’s major facilities as of December 31, 2025: Location Approximate Size (Building) in Square Feet Primary Use Lease Expiration Date Gardena, California 71,580 Global headquarters, research and development, office March 31, 2026 Gardena, California 10,359 Office March 31, 2026 Hanford, California 1,070,000 Manufacturing October 19, 2028 Al Hamra Industrial Free Zone, U.A.E. 107,639 Warehouse August 26, 2030 Beijing, China 2,942 Administrative services, research and development, strategic planning December 14, 2026 Zhuhai, China 89 Administrative services, research and development, strategic planning December 31, 2026 The Company continues to build out its Hanford, California manufacturing and production facility (the FFie Factory California).
The facility is finishing the main components which includes a body shop, a paint shop, component manufacturing and an assembly line. The FF ieFactory California manufacturing facility is approximately 1.1 million square feet and, once it is built out, is expected to have the capacity to support a production of 10,000 vehicles per year.
The FFie Factory California manufacturing and production facility encompasses approximately 1.1 million square feet and is expected to have the capacity to support the production of up to 10,000 vehicles per year upon completion.
Added
In February 2026, the Company executed a new lease agreement with a six-year term in El Segundo, California which will replace the Gardena lease and leased an office space in New York on a short term basis.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee the section titled Legal Proceedings in Note 11, Commitments and Contingencies included in the notes to the Company’s audited consolidated financial statements contained within this Form 10-K for further discussion of its legal proceedings. 81 Table of Contents Item 4. Mine Safety Disclosures Not applicable. Part II
Biggest changeSee the section titled Legal Proceedings in Note 12, Commitments and Contingencies included in the notes to the Company’s Consolidated Financial Statements contained within this Form 10-K for further discussion of its legal proceedings. Item 4. Mine Safety Disclosures Not applicable. Part II 82 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+10 added0 removed8 unchanged
Biggest changeSecurities Authorized for Issuance Under Equity Incentive Plan The following table sets forth information as of December 31, 2024, regarding the number of shares of the Company’s Class A Common Stock that may be issued under the Company’s equity compensation plans.
Biggest changeShares issued to COSTAMP S.R.L remain unregistered as of the date of this report. 83 Table of Contents Securities Authorized for Issuance Under Equity Incentive Plan The following table sets forth information as of December 31, 2025, regarding the number of shares of the Company’s Class A Common Stock that may be issued under the Company’s equity compensation plans.
Prior to the consummation of the Business Combination, its units, Common Stock and warrants were listed on Nasdaq under the symbols “PSACU,” “PSAC,” and “PSACW,” respectively. Prior to the ticker change to “FFAI” on March 10, 2025, the Company’s Common Stock and warrants were listed on Nasdaq under the symbols “FFIE,” and “FFIEW”.
Prior to the consummation of the Business Combination, its units, Common Stock and warrants were listed on Nasdaq under the symbols “PSACU,” “PSAC,” and “PSACW,” respectively. Prior to the ticker change to “FFAI” on March 10, 2025, t he Company’s Common Stock and warrants were listed on Nasdaq under the symbols “FFIE,” and “FFIEW”.
(6) The weighted-average exercise price is calculated based on the exercise price of Equity Compensation Plans Approved By Security Holders and Equity Compensation Plans Not Approved By Security Holders and taking into account options under the 2021 Plan. 82 Table of Contents Item 6. [Reserved] No additional content or disclosures are required under this item.
(6) The weighted-average exercise price is calculated based on the exercise price of Equity Compensation Plans Approved By Security Holders and Equity Compensation Plans Not Approved By Security Holders and taking into account options under the 2021 Plan. Item 6. Reserved No additional content or disclosures are required under this item.
The re is no established public trading market in the Class B Common Stock. As of March 28, 2025, there were 443 holders of record of the Company’s Class A Common Stock, and one holder of record of its Class B Common Stock, three holders of record of its Public Warrants.
There is no established public trading market in the Class B Common Stock. As of March 24, 2026, there were 443 holders of record of the Company’s Class A Common Stock, and one holder of record of its Class B Common Stock, three holders of record of its Public Warrants.
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans ( excluding securities reflected in column (a)) (a) (b) (c) Equity Compensation Plans Approved By Security Holders : Faraday Future Intelligent Electric Inc. 2021 Incentive Plan 440,815 (1) $21,156.47 (2) 530,131 (3) Equity Compensation Plans Not Approved by Security Holders: Smart King Ltd.
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans ( excluding securities reflected in column (a)) (a) (b) (c) Equity Compensation Plans Approved By Security Holders: Faraday Future Intelligent Electric Inc. 2021 Incentive Plan 447,748 (1) $21,280.25 (2) 260,075 (3) Equity Compensation Plans Not Approved by Security Holders: Smart King Ltd.
Equity Incentive Plan 1,949 $26,237.95 (4) __ (5) Smart King Ltd. Special Talent Incentive Plan 487 $52,893.32 (4) __ (5) 443,251 $30,073.37 (6) 530,131 (1) Of the shares reported in the table, 440,407 shares were subject to awards of restricted stock units, 408 shares were subject to outstanding stock options under the 2021 Plan.
Equity Incentive Plan 1,769 $26,342.58 (4) __ (5) Smart King Ltd. Special Talent Incentive Plan 431 $46,596.66 (4) __ (5) 449,948 $21,299.52 (6) 260,075 (1) Of the shares reported in the table, 447,364 shares were subject to awards of restricted stock units, 384 shares were subject to outstanding stock options under the 2021 Plan.
Added
Unregister Securities Unregistered Equity Issuance – SPA Portfolio Notes During the year ended December 31, 2025, the Company issued convertible promissory notes, related warrants, and incremental warrants pursuant to various Securities Purchase Agreements (the “SPA Portfolio Notes”).
Added
These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and were sold exclusively to accredited investors in private placements that did not involve any general solicitation or advertising.
Added
As of December 31, 2025, the Company had received approximately $3.8 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes. As of the issuance date of this report, the fourth closing had not yet occurred and the related notes had not been formally issued.
Added
However, the Company had received the associated proceeds prior to December 31, 2025 and reflected the related obligation as debt outstanding as of that date.
Added
The shares of Class A Common Stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes, and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements.
Added
As of the date of this report, however, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement.
Added
As of the date of this report, 926,277 shares of Class A Common Stock issued to SPA Portfolio Noteholders remain unregistered and constitute restricted securities. Unregistered Equity Issuance – COSTAMP S.R.L Settlement On December 15, 2025, Faraday Future entered into a settlement agreement with COSTAMP S.R.L. (“Costamp”) to resolve an outstanding arbitration award related to several purchase orders and invoices.
Added
Under the terms of the agreement, Faraday Future agreed to pay a total of $1.6 million, consisting of $0.6 million in cash and the remainder to be satisfied through the issuance of the Company’s Class A Common Stock.
Added
In connection with the settlement, the Company also entered into a Share Issuance Agreement with Costamp on the same date, pursuant to which the Company agreed to settle $1.1 million of the obligation through the issuance of shares of Class A Common Stock.
Added
In January 2026, the Company issued 954,545 shares of Class A Common Stock to Costamp in satisfaction of this portion of the settlement.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+277 added150 removed38 unchanged
Biggest changeWe expect other expense to fluctuate as we continue to transact internationally. 91 Table of Contents Results of Operations Consolidated Statements of Operations Year Ended December 31, (in thousands) 2024 2023 Revenue $ 539 $ 784 Cost of revenue 84,029 42,607 Gross profit (83,490) (41,823) Operating expenses Research and development 25,227 132,021 Sales and marketing 9,278 22,836 General and administrative 43,164 82,888 Settlement on accrued research and development expenses (14,935) Lease impairment, net 1,847 Loss on disposal on property, plant, and equipment 1,667 4,453 Change in fair value of earnout liability 2,033 Total operating expenses 66,248 244,231 Loss from operations (149,738) (286,054) Change in fair value of notes payable, warrant liabilities, and derivative call options (12,556) 89,860 Change in fair value of related party notes payable and related party warrant liabilities 253 7,101 Loss on settlement of notes payable (161,725) (217,019) Loss on settlement of related party notes payable (14,295) (20,045) Interest expense (7,895) (2,288) Related party interest expense (8,710) (753) Other expense, net (1,448) (2,437) Loss before income taxes (356,114) (431,635) Income tax benefit (expense) 267 (109) Net loss $ (355,847) $ (431,744) Revenue Year Ended December 31, Change (in thousands) 2024 2023 Amount % Revenue $ 539 $ 784 $ (245) (31.3) % Revenue decreased by $0.2 million for the year ended December 31, 2024, compared to the same period in 2023.
Biggest changeWe expect other expense to fluctuate as we continue to transact internationally. 97 Table of Contents Consolidated Results of Operations Consolidated Statements of Operations (in thousands) 2025 2024 Revenue $ 536 $ 539 Cost of revenue 98,302 84,029 Gross profit (97,766) (83,490) Operating expenses Research and development 16,603 25,227 Settlement on accrued research and development expenses (14,935) Sales and marketing 12,310 9,278 General and administrative 55,733 43,164 Loss on disposal of property, plant, and equipment 2,459 1,667 Impairment of long-lived assets and deposits 137,435 1,847 Impairment of goodwill 4,450 Credit loss expense - short-term note receivable 4,294 Total operating expenses 233,284 66,248 Loss from operations (331,050) (149,738) Change in fair value of notes payable, warrant liabilities, and derivative call options 49,093 (12,556) Change in fair value of related party notes payable, warrant liabilities, and derivative call options (1,627) 253 Loss on settlement of notes payable (100,524) (161,725) Loss on settlement of related party notes payable (5,128) (14,295) Interest expense (8,649) (7,895) Related party interest expense (8,710) Net loss on digital assets (4,117) Other income (loss), net 4,983 (1,448) Loss before income taxes (397,019) (356,114) Income tax (expense) benefit (63) 267 Net loss $ (397,082) $ (355,847) Consolidated - Revenue Year Ended December 31, Change (in thousands) 2025 2024 Amount % Revenue $ 536 $ 539 $ (3) (0.6) % Revenue decrease d by $3 thousand for the year ended December 31, 2025 , compared to the same period in 2024.
Until we can generate sufficient revenue from product sales, we will fund our ongoing operations through a combination of various funding and financing alternatives, including equipment financing of the FF ieFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options.
Until we can generate sufficient revenue from product sales, we will fund our ongoing operations through a combination of various funding and financing alternatives, including equipment financing of the FF aiFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options.
The particular funding mechanisms, terms, timing, and amounts are dependent on our assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. Any delays in the successful completion of its FF ieFactory California will impact our ability to generate revenue.
The particular funding mechanisms, terms, timing, and amounts are dependent on our assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. Any delays in the successful completion of its FF aiFactory California will impact our ability to generate revenue.
Thus, we did not have any off-balance sheet arrangements as of December 31, 2024, and 2023. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP generally accepted accounting principles.
Thus, we did not have any off-balance sheet arrangements as of December 31, 2025 and 2024. Critical Accounting Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP generally accepted accounting principles.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” 84 Table of Contents “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations.
For more information on the outstanding related party notes payable and notes payable as well as the related schedules of maturities, see Note 7, Notes Payable , and Note 8, Related Party Transactions , of the notes to the Consolidated Financial Statements included in this Form 10-K.
For more information on the outstanding related party notes payable and notes payable as well as the related schedules of maturities, see Note 8, Notes Payable , and Note 9, Related Party Transactions , of the notes to the Consolidated Financial Statements included in this Form 10-K.
Our R&D efforts focus on the design and development of our electric vehicles and continuing to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance.
Our R&D efforts focus on the design and development of our electric vehicles and continue to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance.
If additional capital is not secured, we will not have sufficient resources to meet our obligations and continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery.
If additional capital is not secured, we may not have sufficient resources to meet our obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery.
Impairment of Long-Lived Assets Description We assesses our long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable.
Impairment of Long-Lived Assets Description We assess our long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.
Sources of Liquidity As of December 31, 2024, our principal source of liquidity was cash on hand totaling $7.1 million, which was held for working capital and general corporate purposes. We also have access to various sources of additional capital, including the SEPA and the SPA Commitments.
Sources of Liquidity As of December 31, 2025, our principal source of liquidity was cash on hand totaling $34.9 million, which was held for working capital and general corporate purposes. We also have access to various sources of additional capital, including the SEPA and the SPA Commitments.
Charges associated with disposals are recognized within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.
Charges associated with impairment of assets are recognized within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.
As we continue to manufacture and sell more vehicles we will reassess and evaluate our warranty claims for purposes of our warranty accrual. 89 Table of Contents Operating Expenses Research and Development Research and development activities represent a significant part of our business.
As we continue to manufacture and sell more vehicles we will reassess and evaluate our warranty claims for purposes of our warranty accrual. Operating Expenses Research and Development Research and development activities remain a significant part of our business.
Company Overview & Global Strategy Dual-Home Market Strategy: We have implemented a dual-home market strategy, integrating U.S.-based technological innovation and vehicle development with China’s supply chain and production capabilities. Third Pole Strategy: We have begun implementing a "third pole" strategy with an operational facility in the UAE, complementing our U.S. and China market approach.
Company Strategies Dual-Home Market Strategy: We have implemented a dual-home market strategy, integrating U.S.-based technological innovation and vehicle development with China’s supply chain and production capabilities. 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. Dual-flywheel Strategy: 1.
Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODMs, work in close collaboration with the our business leaders to establish critical operational targets, set project timelines, and adjust spending plans.
Management closely tracks its expenditure 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, sets project timelines, and adjusts spending plans.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the Consolidated Financial Statements.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the Consolidated Financial Statements Management believes the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.
We may incur significant costs in connection with our services as we delivers at scale the FF 91 Futurist, including servicing and warranty costs. Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and control our costs. Through December 31, 2024 , we have sold six and leased ten vehicles.
We may incur significant costs in connection with our services as we deliver at scale the FF 91 Futurist, including servicing and warranty costs. Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and control our costs. Through December 31, 2025 , we have sold eleven and leased twelve vehicles.
Deferred revenue related to products and services w as immaterial a s of December 31, 2024, and 2023. Cost of Automotive Sales Revenue Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, and reserves for estimated warranty expenses.
Deferred revenue related to products and services was insignificant as of December 31, 2025 and December 31, 2024. Cost of Automotive Sales Revenue Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, and reserves for estimated warranty expenses.
Marketing activities are those related to introducing our brand, our electric vehicles, and our electric vehicle prototypes to the market. We expect Sales and marketing expenses to continue to increase as we bring our electric vehicles to market and seek to generate additional sales.
Marketing activities are those related to introducing our brand, our electric vehicles, and our electric vehicle prototypes to the market. We expect Sales and marketing expenses to continue to increase as we bring our electric vehicles (in particular, FX Super One and FF 92) to market and seek to generate additional sales.
Overview We are a California-based, global, shared, intelligent mobility 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” and “FFAIW,” respectively. With headquarters in greater Gardena, California, we design and engineer next-generation intelligent, connected, electric vehicles.
Overview Company Overview We are a California-based, global, shared, intelligent mobility 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” and “FFAIW,” respectively.
Settlement of Accrued Research and Development expenses Year Ended December 31, Change (in thousands) 2024 2023 Amount % Settlement on accrued research and development expenses $ (14,935) $ $ (14,935) NM* *NM = not meaningful A $14.9 million gain from the settlement of previously accrued R&D expenses was recognized for the year ended December 31, 2024, with no comparable gain or loss in comparable year of 2023 .
AIEV - Settlement of Accrued Research and Development expenses Year Ended December 31, Change (in thousands) 2025 2024 Amount % Settlement on accrued research and development expenses $ $ (14,935) $ 14,935 NM* *NM = not meaningful A $14.9 million gain f rom the settlement of previously accrued research and development expenses was recognized during the year ended December 31, 2024 , with no comparable gain or loss recognized during the year ended December 31, 2025 .
Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts. Revenue from Sales-Type Leasing Program We have outstanding leases accounted for as sales-type leases under accounting standards codification (“ASC”) 842, Leases (“ASC 842”). Customers have the right to purchase the vehicle at the end of the lease term, which is usually 36 months.
Revenue from Sales-Type Leasing Program We have outstanding leases accounted for as sales-type leases under accounting standards codification (“ASC”) 842, Leases (“ASC 842”). Customers have the right to purchase the vehicle at the end of the lease term, which is usually 36 months.
Technology & Innovation 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. Propulsion System: Our propulsion system provides a competitive edge in acceleration and range, enabled by an industry-leading inverter design and a propulsion system integrated with our AI-powered user experience. 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. 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.
Technology & Innovation Our Proprietary VPA: We have designed and developed a breakthrough mobility platform—our proprietary VPA, which enables scalable vehicle development across multiple segments. Propulsion System: Our propulsion system provides a competitive edge in acceleration and range, enabled by an industry-leading inverter design and a propulsion system integrated with our AI-powered user experience. 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.
Debt Commitments under SPA Portfolio Notes and Other Notes SPA Portfolio Notes: We have issued various financing arrangements collectively known as the SPA Portfolio Notes. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Junior Secured SPA Notes; (iv) and 2024 Unsecured SPA Notes.
We have issued various financing arrangements collectively known as the SPA Portfolio Notes. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Junior Secured SPA Notes; (iv) 2024 Unsecured SPA Notes (v), 2025 March Unsecured SPA Notes, and (vi) 2025 July Unsecured SPA Notes, and 2025 July Unsecured SPA Notes.
Revenue and Cost of Revenue Automotive Sales Revenue We began the production of our FF 91 Futurist in March 2023 and started making deliveries to customers in August 2023 and have sold two and leased four vehicles for the year ended December 31, 2024.
Revenue and Cost of Revenue Automotive Sales Revenue We began the production of our FF 91 Futurist in March 2023 and started making deliveries to customers in August 2023 and have delivered four vehicle during the year ended December 31, 2025 .
Related Party Interest Expense Year Ended December 31, Change (in thousands) 2024 2023 Amount % Related party interest expense $ (8,710) $ (753) $ (7,957) 1056.7 % Related party interest expense increased by $8.0 million for the year ended December 31, 2024, compared to the same period in 2023.
Consolidated - Related Party Interest Expense Year Ended December 31, Change (in thousands) 2025 2024 Amount % Related party interest expense $ $ (8,710) $ 8,710 (100.0 %) Related party interest expense decreased by $8.7 million for the year ended December 31, 2025 , compared to the same period in 2024.
This discussion and analysis is provided as a supplement to, and should be read in conjunction with our Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K.
The following discussion and analysis is intended to help the reader understand our results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with our Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K.
We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company measures impairment based on the excess of carrying value over estimated fair value.
Likewise, a decrease in volatility will decrease the estimated fair value of the underlying notes and warrants, while an increase in this factor will have the opposite effect. 105 Table of Contents Recent Accounting Pronouncements See the sections titled Recent Accounting Pronouncements” in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies in our Consolidated Financial Statements included elsewhere in this Form 10-K for a discussion about our recently adopted accounting pronouncements and the recently issued accounting pronouncements not yet adopted which are determined to be applicable to us.
Recent Accounting Pronouncements See the sections titled Recent Accounting Pronouncements” in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies in our Consolidated Financial Statements included elsewhere in this Form 10-K for a discussion about our recently adopted accounting pronouncements and the recently issued accounting pronouncements not yet adopted which are determined to be applicable to us.
Loss on Disposal of Property, Plant and Equipment Loss on disposal on property, plant, and equipment relates to the abandonment of certain FF 91 Futurist program construction in progress assets, primarily vendor tooling, machinery, and equipment, due to the redesign of the related FF 91 components and implementation of our cost reduction program.
We expect our general and administrative expenses to increase as we continue to grow our business. 95 Table of Contents Loss from Disposal of Property, Plant and Equipment Loss on disposal of property, plant, and equipment relates to the abandonment of certain FF 91 Futurist program construction in progress assets, primarily vendor tooling, machinery, and equipment, due to the redesign of the related FF 91 components and implementation of our cost reduction program.
These expenses also include certain third-party consulting services, certain facilities costs, and any corporate overhead costs not allocated to other expense categories. We expect our general and administrative expenses to increase as we continue to grow our business.
These expenses also include certain third-party consulting services, certain facilities costs, and any corporate overhead costs not allocated to other expense categories.
Our ability to access these sources of capital and further information on amounts available is discussed in Note 2, Liquidity and Capital Resources and Going Concern, of the notes to the Consolidated Financial Statements included in this Form 10-K. 99 Table of Contents Significant Related Party Notes Payable and Notes Payable Facilities We have been significantly funded by notes payable from related parties and third parties.
Our ability to access these sources of capital and further information on amounts available is discussed in Note 2, Liquidity and Capital Resources and Going Concern, of the notes to the Consolidated Financial Statements included in this Form 10-K.
We manufacture vehicles at the FF ieFactory California production facility in Hanford, California. We have additional engineering, sales, and operational capabilities in China, and we are exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangements.
With headquarters in the greater Gardena, California area, we design and engineer next-generation intelligent, connected electric vehicles. We manufacture vehicles at the FF aiFactory California production facility in Hanford, California. We also have additional engineering, sales, and operational capabilities in China and are exploring potential manufacturing opportunities there through a joint venture or other arrangements.
We expect R&D expenses to decrease in the near future as we substantially have completed R&D activities related to the FF 91, offset by increases in R&D expenses related to FX Series vehicles.
While we have substantially completed R&D activities related to the FF 91, we expect R&D expenses to increase in the near future due to increased R&D activities related to the FF 92 and FX series vehicles.
Research and Development Year Ended December 31, Change (in thousands) 2024 2023 Amount % Research and development $ 25,227 $ 132,021 $ (106,794) (80.9) % R&D expense decreased by $106.8 million for the year ended December 31, 2024, compared to the same period in 2023.
Consolidated - Research and Development Year Ended December 31, Change (in thousands) 2025 2024 Amount % Research and development $ 16,603 $ 25,227 $ (8,624) (34.2) % R&D expense decreased by $8.6 million for the year ended December 31, 2025, compared to the same period in 2024.
However, this loss was smaller than the loss recorded in 2023, contributing to the overall reduction in Other expense, net. 97 Table of Contents Liquidity and Capital Resources Going Concern We have evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.
Liquidity and Capital Resources Going Concern Conditions Raising Substantial Doubt We have evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.
Foreign currency transaction gains and losses are generated by revaluation of debt and the settlements of invoices denominated in currencies other than the functional currency.
Other Income / (Expense), net Other income (loss), net consists of foreign currency transaction gains and losses and other expenses such as bank fees and late charges. Foreign currency transaction gains and losses are generated by revaluation of debt and the settlements of invoices denominated in currencies other than the functional currency.
Components of Our Results of Operations Key Factors Affecting Operating Results Our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges including those discussed below and, in the section, titled “Risk Factors” in Item 1A of this Form 10-K. 87 Table of Contents Production and Operations We expect to continue to incur significant operating costs that will impact our future profitability, including R&D expenses as we introduce new models and improve existing models; capital expenditures for the expansion of our manufacturing capacities; additional operating costs and expenses for production ramp-up; raw material procurement costs; general and administrative expenses as we scale our operations; interest expense from debt financing activities; and selling and distribution expenses as we builds our brand and markets our vehicles.
Production and Operations We expect to continue to incur significant operating costs that will impact our future profitability, including R&D expenses as we introduce new models and improve existing models; capital expenditures for the expansion of our manufacturing capacities; additional operating costs and expenses for production ramp-up; raw material procurement costs; general and administrative expenses as we scale our operations; interest expense from debt financing activities; and selling and distribution expenses as we builds our brand and markets our vehicles.
Based on our recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), we have concluded that there is substantial doubt about our ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements were issued.
In accordance with ASC 205-40, Presentation of Financial Statements Going Concern, management considered our recurring losses from operations since inception and continued cash outflows from operating activities. Based on this evaluation, we concluded that substantial doubt exists regarding our ability to continue as a going concern for the one-year period following issuance of these Consolidated Financial Statements.
Other Expense, net Year Ended December 31, Change (in thousands) 2024 2023 Amount % Other expense, net $ (1,448) $ (2,437) $ 989 (40.6 %) Other expense, net decreased $1.0 million for the year ended December 31, 2024, compared to the same period in 2023.
AIEV - Other Income (Expense), net Year Ended December 31, Change (in thousands) 2025 2024 Amount % Other income (loss), net $ 4,692 $ (1,448) $ 6,140 424.0 % Other income, net increased by $6.1 million for the year ended December 31, 2025 , compared to the same period in 2024.
Financing Activities Amid a challenging financing environment, we are actively seeking strategic opportunities to boost our cash reserves and support growth using a mix of convertible loans and non-convertible funding.
The Company continues to manage through liquidity constraints; however, these strategic outlays contributed to the elevated level of investing activity during the period. Financing Activities Amid a challenging financing environment, we are actively seeking strategic opportunities to boost our cash reserves and support growth using a mix of convertible loans and non-con vertible funding.
This rigorous oversight supports the our strategic objectives to focus business activities the on the production, sales, and leasing of its FF 91 vehicles, and the planned launch of the FX Series vehicles.
This rigorous oversight supports the our strategic objectives to focus business activities on production, sales, and leasing of its FF 91 vehicles, the planned FF 92 upgrade program, and the commercialization of the FX Series vehicles. During 2025, the Company acquired a controlling interest in AIXC, and the acquisition closed on September 29, 2025.
Non-operating Expenses Change in Fair Value of (Related Party and Third Party) Notes Payable, Warrant Liabilities, and Derivatives Call Options Change in fair value measurements consists of the losses and gains as a result of fair value measurements of certain notes payable, warrant liabilities, and other instruments which we record at fair value. 90 Table of Contents Loss on Settlement of (Related Party and Third Party) Notes Payable Loss on settlement of notes payable consists of losses resulting from the settlement of notes payable as part of our ongoing financing activities and losses incurred on modifications of our notes payable that qualify as an extinguishment pursuant to ASC 470-50, Debt–Modifications and Extinguishments .
Non-operating Expenses Change in Fair Value of (Related Party and Third Party) Notes Payable, Warrant Liabilities, and Derivatives Call Options Change in fair value measurements consists of the losses and gains as a result of fair value measurements of certain notes payable, warrant liabilities, and other instruments which we record at fair value.
We recognized a $0.2 million Loss on settlement of related party notes payable for the difference between the fair value of the shares issued and the fair value of the debt instrument In addition, as discussed in Note 8, Related Party Transactions in the notes to the Consolidated Financial Statements, we also recognized a $14.1 million loss on related party notes from the recognition of interest and penalties and the increase of principal due to our breach of the agreement with Chongqing Leshi Small Loan Co., Ltd.
During the year ended December 31, 2024 we recognized a $14.1 million loss on related party notes related to interest, penalties, and principal increases resulting from our breach of the agreement with Chongqing Leshi Small Loan Co., Ltd. (“Chongqing”), as discussed in Note 9, Related Party Transactions in the notes to the Consolidated Financial Statements.
Capital Investment, SPA Portfolio Notes, and Future Equity Plans We have and will continue to devote substantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising.
We have devoted, and expect to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of our electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities.
Sales and Marketing Year Ended December 31, Change (in thousands) 2024 2023 Amount % Sales and marketing $ 9,278 $ 22,836 $ (13,558) (59.4) % Sales and marketing expense decreased by $13.6 million for the year ended December 31, 2024, compared to the same period in 2023 .
Consolidated - Sales and Marketing Year Ended December 31, Change (in thousands) 2025 2024 Amount % Sales and marketing $ 12,310 $ 9,278 $ 3,032 32.7 % Sales and marketing expense increased by $3.0 million for the year ended December 31, 2025, compared to the same period in 2024.
For 2024, we adopted Accounting Standards Update (“ASU”) 2023‑07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Management has identified Loss from operations, as presented in the Company's Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODMs to evaluate the performance of the business and allocate resources.
Management has identified Loss from operations, as presented in our 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.
The related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by our founder and Chief Product and User Ecosystem Officer.
Significant Related Party Notes Payable and Notes Payable Facilities We have been significantly funded by notes payable from related parties and third parties. The related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by our founder and Chief Product and User Ecosystem Officer (who, in April 2025, became Global Co-CEO).
Our Global CEO and Chief Product and User Ecosystem Officer, acting jointly serving as co-Chief Operating Decision Makers (“CODMs”), regularly evaluate our financial performance using consolidated financial information at the total-company level. The CODMs receive regular financial and operational reporting that focuses primarily on the our consolidated loss from operations, overall cash flows, liquidity, and strategic initiatives.
Through August 12, 2025, our two Global Co-Chief Executive Officers (“Global Co-CEOs”), acting jointly serving as Co-Chief Operating Decision Makers (“CODMs”), and regularly evaluated the Company’s financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.
Loss on Settlement of Related Party Notes Payable Year Ended December 31, Change (in thousands) 2024 2023 Amount % Loss on settlement of related party notes payable $ (14,295) $ (20,045) $ 5,750 (28.7) % During the year ended December 31, 2024 a related party converted 2023 Unsecured SPA Notes. with an aggregate principal balance of $0.7 million in exchange for 33,107 shares.
Consolidated - Loss on Settlement of Related Party Notes Payable Year Ended December 31, Change (in thousands) 2025 2024 Amount % Loss on settlement of related party notes payable $ (5,128) $ (14,295) $ 9,167 (64.1) % During the year ended December 31, 2025 a related party converted various notes with an aggregate principal of $6.5 million in exchange for 6,326,566.00 shares of our Class A Common Stock.
Manufacturing & Distribution FF Series Manufacturing: The FF 91 Series is currently being manufactured in FF ieFactory California. 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.
Manufacturing & Distribution FF Series Manufacturing: The FF 91 Series is currently being manufactured in FF aiFactory 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.
We record leasing revenues as automotive leasing revenue on a straight-line basis over the contractual term, and we record the depreciation of these vehicles as cost of automotive leasing revenue. As of December 31, 2024, deferred lease-related upfront payments which will be recognized on a straight-line basis over the contractual terms of the individual leases were immaterial.
As of December 31, 2025, deferred lease-related upfront payments which will be recognized on a straight-line basis over the contractual terms of the individual leases were immaterial. Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.
Our operating cash flows are significantly affected by fluctuations in working capital components, including changes in personnel expenses, accounts payable, accrued interest, other current liabilities, deposits, and current assets. For the year ended December 31, 2024, net cash used in operating activities was $70.2 million, compared to $278.2 million for the same period in 2023 —an improvement of $208.0 million.
Our operating cash flows are significantly affected by fluctuations in working capital components, including changes in personnel expenses, accounts payable, accrued interest, other current liabilities, deposits, and current assets.
As of December 31, 2024, FF has been granted approxima tely 660 patents global ly. Product & Launches FF 91 Launch: we believe that the FF 91 Futurist (the "FF 91," "FF 91 Futurist," or "FF 91 2.0 Futurist Alliance") is the first ultra-luxury electric vehicle to offer a highly-personalized, fully-connected user experience for driver and passengers.
AIEV Product & Pipeline FF 91: We believe 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 vehicles designed to offer a highly personalized, fully connected user experience for drivers and passengers.
Interest Expense (Related Party and Third Party) Interest expense primarily consists of interest on outstanding notes payable not marked to fair value, capital leases, certain supplier payables, and vendor payables in trust. Other Expense, net Other expense, net consists of foreign currency transaction gains and losses and other expenses such as bank fees and late charges.
Interest Expense (Related Party and Third Party) Interest expense primarily consists of interest on outstanding notes payable not marked to fair value, capital leases, certain supplier payables, and vendor payables in trust. 96 Table of Contents Net Loss on Digital Assets We recognize gains and losses related to digital assets within operating results based on changes in their fair value and transactions during the period.
We recognized a Loss on settlement of related party notes payable for the difference between the fair value of the shares issued and the fair value of the debt instrument 96 Table of Contents Interest Expense Year Ended December 31, Change (in thousands) 2024 2023 Amount % Interest expense $ (7,895) $ (2,288) $ (5,607) 245.1 % Interest expense increased by $5.6 million for the year ended December 31, 2024, compared to the same period in 2023.
We recognized a $5.1 million Loss on settlement 103 Table of Contents of related party notes payable for the difference between the fair value of the shares issued and the fair value of the debt. instrument.
We have entered and may continue to enter into co-creator consulting agreements with our customers under which customers share feedback, driving data, ideas, experiences with its engineers, social media posts and other promotions in exchange for specified fees. We consider these arrangements to be consideration payable to a customer.
The impact of such residual value guarantees wa s immaterial to our Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025. 93 Table of Contents We have entered into, and may continue to enter into, co-creator consulting agreements with our customers under which customers share feedback, driving data, ideas, experiences with our engineers, social media posts, and other promotional activities in exchange for specified fees.
Customer deposits were $3.0 million and $3.2 million as of December 31, 2024, and 2023, respectively. When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to our transfer of the products or services.
When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to our transfer of the products or services. Such advance payments are considered non-refundable, and we defer revenue related to any products or services that are not yet transferred.
For the year ended December 31, 2024, financing activities provided a net cash inflow of $80.7 million, compared to a net cash inflow of $291.4 million in 2023—a reduction of $210.7 million which is reflective of the challenging financing environment we continue to experience.
For the year ended December 31, 2025, financing activities provided a net cash inflow of $161.4 million, compared to a net cash inflow of $80.7 million for the same period in 2024—an increase of $80.7 million. The improvement reflects the Company’s continued ability to secure financing despite a challenging capital markets environment.
In certain circumstances, we provide customers with a residual value guarantee which may or may not be exercised in the future. The impact of such residual value guarantees was immaterial to our Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.
In certain circumstances, we provide customers with a residual value guarantee which may or may not be exercised in the future.
Preparation of Financial statements The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation 115 Table of Contents The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared assuming we will continue as a going concern.
The increase was primarily due to our default on the loan with our related party lender Chongqing, in the first quarter of 2024, which triggered an increase in the interest rate as well as additional interest expense and penalties.
The decrease was primarily driven by our default in the first quarter of 2024 on the loan with our related party lender, Chongqing, which triggered retroactive interest charges and penalties under the prior agreement. Under the revised loan agreement, no interest is incurred unless the Company defaults.
Customer Deposits and Deferred Revenue Our customers may reserve a vehicle and preorder certain services by making a customer deposit, which is fully refundable at any time. Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities).
Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities). Customer deposits were $4.4 million and $3.0 million as of December 31, 2025 and December 31, 2024, respectively.
Net Loss: The reduction of $75.9 million in Net loss is an improvement in 2024 compared to the same period in 2023 ; however, this figure includes various non-cash transactions that are excluded when calculating cash flow from operating activities. Non-cash adjustments: Non-cash adjustments increased by $62.5 million in 2024 compared to the same period in 2023 .
Net Loss: The $41.2 million increase in Net loss in 2025 compared to the same period in 2024, reflecting an unfavorable change in result year over year. This change includes various non-cash items that are excluded in calculating cash flow from operating activities.
Lease Impairment, net Year Ended December 31, Change (in thousands) 2024 2023 Amount % Lease impairment, net $ 1,847 $ $ 1,847 NM* NM = not meaningful During the year ended December 31, 2024, we recorded a $1.8 million impairment loss related to lease right-of-use (“ROU”) assets.
Consolidated - Asset Impairment Year Ended December 31, Change (in thousands) 2025 2024 Amount % Impairment of long-lived assets and deposits $ 137,435 $ 1,847 $ 135,588 NM* NM = not meaningful During the year ended December 31, 2025, the Company recorded total impairment charges of approximately $137.4 million related to long-lived assets.
Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options Year Ended December 31, Change (in thousands) 2024 2023 % Change in fair value of notes payable, warrant liabilities, and derivative call options $ (12,556) $ 89,860 $ (102,416) (114.0) % The Change in fair value of notes payable, warrant liabilities, and derivative call options decreased by $102.4 million for the year ended December 31, 2024, compared to the same period in 2023 resulting in a net loss on the change in fair value of the underlying instruments.
Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities Year Ended December 31, Change (in thousands) 2025 2024 Amount % Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ (1,627) $ 253 $ (1,880) (743.1) % The Change in fair value of related party notes payable, warrant liabilities, and derivative call options decreased by $1.9 million for the year ended December 31, 2025, when compared with the same period in 2024.
Capital Needs, FX Series Production, and Bankruptcy Risk We project that we will require substantial additional funds to continue operations and support production of the FF 91, and we also plan to initiate production of our FX Series of vehicles.
We project that we will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program,, initiate production of our FX Series vehicles, and commence our planned robotics production initiative in the first quarter of 2026.
On December 31, 2024, the SPA Commitments totaled $614.5 million, of which $405.3 million was funded, $209.2 million remained to be funded, and $43.2 million in principal was outstanding. On December 31, 2024, optional commitments under the SPA Commitments totaled $426.0 million, of which $50.9 million was funded, $375.1 million remained to be funded, and $3.1 million was outstanding.
As of December 31, 2025, the SPA Portfolio Notes were in good standing. 114 Table of Contents As of December 31, 2025, SPA Commitments totaled $739.0 million, of which $503.3 million was funded, $186.2 million expired unfunded, $49.5 million remained to be funded, and $51.1 million in principal was outstanding.
These initiatives, including lease terminations and renegotiations, have contributed to a more efficient cost structure and helped reduce ongoing lease obligations. 94 Table of Contents Loss on disposal of property, plant and equipment Year Ended December 31, Change (in thousands) 2024 2023 Amount % Loss on disposal on property, plant, and equipment $ 1,667 $ 4,453 $ (2,786) (62.6) % Loss on disposal on property, plant, and equipment decreased by $2.8 million for the year ended December 31, 2024, compared to the same period in 2023.
AIEV - Loss from disposal of property, plant and equipment Year Ended December 31, Change (in thousands) 2025 2024 Amount % Loss on disposal of property, plant, and equipment $ 2,459 $ 1,667 $ 792 47.5 % Loss on disposal of property, plant, and equipment increased by approximately $0.8 million for the year ended December 31, 2025, compared to the same period in 2024.
The 2023 sales revenue benefited from the initial delivery of our flagship luxury electric vehicle, the FF 91 Futurist. 92 Table of Contents Cost of Revenue Year Ended December 31, Change (in thousands) 2024 2023 Amount % Cost of revenue $ 84,029 $ 42,607 $ 41,422 97.2 % Cost of revenue increased by $41.4 million for the year ended December 31, 2024, compared to the same period in 2023.
Consolidated - Cost of Revenue Year Ended December 31, Change (in thousands) 2025 2024 Amount % Cost of revenue $ 98,302 $ 84,029 $ 14,273 17.0 % Cost of revenue increased by $14.3 million for the year ended December 31, 2025, compared to the same period in 2024.
This gain resulted from a settlement that resolved ongoing disputes over unpaid invoices due to Palantir. As of the date of settlement, we had accrued approximately $19.9 million of R&D expenses . Following arbitration, the parties reached a settlement which we agreed to pay Palantir $5.0 million.
This gain resulted from a settlement that resolved ongoing disputes over unpaid invoices due to Palantir.
Changes in working capital: Changes in working capital increased by $69.6 million in 2024 compared to the same period in 2023. For the year ended December 31, 2024, changes in working capital included favorable shifts in our operating assets and liabilities.
For the year ended December 31, 2025, changes in working capital included unfavorable shifts in our operating assets and liabilities. Notable contributors to the change were a $12.8 million change in Accrued expenses and other current liabilities, and a $8.7 million change in Related party accrued interest expense, and a $5.6 million change in Inventory.
Investing Activities Net cash used in investing activities was $7.4 million and $31.1 million for the years ended December 31, 2024 and 2023, respectively. This change was driven by a significant decrease in the acquisition of fixed assets due to the reduction of liquidity.
Investing Activities Net cash used in investing activities was $23.5 million for the year ended December 31, 2025, compared to $7.4 million for the same period in 2024, reflecting an increase of $16.1 million.
In 2024, proceeds from notes payable were $68.1 million, down by $142.3 million from $210.5 million in 2023. Similarly, proceeds from related party notes payable fell to $3.1 million in 2024 from $21.0 million in 2023, a decrease of $17.9 million.
In 2025, proceeds from notes payable were $151.7 million, up by $83.6 million from $68.1 million in 2024. Our proceeds from related party notes payable increased to $4.7 million in 2025 from $3.1 million in 2024, an increase of $1.7 million.
(“Chonqing”). There was no comparable related party loss in the comparable prior year period. During the year ended December 31, 2023, a related party converted 2023 Unsecured SPA Notes with an aggregate principal balance of $22.3 million in exchange for 125,267 shares of Class A Common Stock.
AIEV - Loss on Settlement of Related Party Notes Payable Year Ended December 31, Change (in thousands) 2025 2024 Amount % Loss on settlement of related party notes payable $ (5,128) $ (14,295) $ 9,167 (64.1) % During the year ended December 31, 2025 a related party converted various notes with an aggregate principal of $6.5 million in exchange for 6,326,566.00 shares of our Class A Common Stock.
These efforts enable us to optimize our marketing reach and increase brand awareness while maintaining lower internal costs. 93 Table of Contents General and Administrative Year Ended December 31, Change (in thousands) 2024 2023 Amount % General and administrative $ 43,164 $ 82,888 $ (39,724) (47.9) % General and administrative expense decreased by $39.7 million for the year ended December 31, 2024, compared to the same period in 2023.
AIEV - General and Administrative Year Ended December 31, Change (in thousands) 2025 2024 Amount % General and administrative $ 52,615 $ 43,164 $ 9,451 21.9 % General and administrative expense increased by $9,451 for the year ended December 31, 2025, compared to the same period in 2024.
This loss resulted from moving out of a leased store facility, a leased research facility, and an administrative facility in China, as we worked with landlords to negotiate the related lease terminations. We have taken steps to optimize our operational footprint by reducing unnecessary overhead to align with current needs.
This charge resulted from facility exits, including a leased retail store, a research facility, and an administrative location in China, as the Company negotiated lease terminations with landlords.
Sales of our common stock at low trading prices would have triggered the full ratchet anti-dilution price protections embedded in our SPA Portfolio Notes . 101 Table of Contents Effect of Exchange Rate Changes on Cash and Restricted Cash The exchange rates effect on cash and restricted cash was $0.0 million and $3.4 million for the years ended December 31, 2024, and 2023, respectively.
Effect of Exchange Rate Changes on Cash and Restricted Cash The exchange rates effect on cash and restricted cash was $2.6 million and zero for the years ended December 31, 2025 and 2024, respectively.
Automotive sales revenue was $0.5 million for the year ended December 31, 2024, compared to $0.8 million for the same period in 2023, while automotive leasing revenue increased by an immaterial amount. Additionally, the number of vehicles delivered was six for the year ended December 31, 2024, compared to ten for the same period in 2023.
Consolidated - Interest Expense Year Ended December 31, Change (in thousands) 2025 2024 Amount % Interest expense $ (8,649) $ (7,895) $ (754) 9.6 % Interest expense increased by approximately $0.8 million for the year ended December 31, 2025 , compared to the same period in 2024.
In contrast, during 2023 decreasing stock prices reduced the fair value of our outstanding notes payable and warrants as these instruments are remeasured based on stock price and volatility resulting in recognition of gain from Change in fair value of notes payable, warrant liabilities, and derivative call options. 95 Table of Contents Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities Year Ended December 31, Change (in thousands) 2024 2023 Amount % Change in fair value of related party notes payable and related party warrant liabilities $ 253 $ 7,101 $ (6,848) (96.4) % The gain from Change in fair value of related party notes payable and related party warrant liabilities decreased during the year ended December 31, 2024, when compared with the same period in 2023 primarily due to decrease in activity associated with related parties notes payable carried at fair value.
AIEV - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities Year Ended December 31, Change (in thousands) 2025 2024 Amount % Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ (1,627) $ 253 $ (1,880) (743.1) % The Change in fair value of related party notes payable, warrant liabilities, and derivative call options increased by $1.9 109 Table of Contents million for the year ended December 31, 2025, when compared with the same period in 2024.
These adjustments were partially offset by a $55.3 million decrease in Loss on settlement of notes payable and a $14.9 million gain from settling previously accrued R&D expenses. As these adjustments do not represent actual cash changes, they are disclosed for reconciliation purposes consistent with the cash flow statement.
As these adjustments do not represent actual cash changes, they are disclosed for reconciliation purposes consistent with the cash flow statement. Changes in working capital: Changes in working capital decreased by $35.2 million for the year ended December 31, 2025 compared to the same period in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+1 added679 removed8 unchanged
Biggest changeOpinion on the Financial Statements We have audited before the effects of the adjustments to retrospectively apply the effects of the 1-for-40 reverse stock split discussed in Note 1 and to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures described in Note 1 and the effects of the reclassifications described in Note _ 1, the accompanying consolidated balance sheet of Faraday Future Intelligent Electric Inc. and subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements).
Biggest changeOpinion on the Financial Statements We have audited the accompanying balance sheet of Faraday Future Intelligent Electric Inc. and its subsidiaries (collectively the “Company”) as of December 31, 2025, and the related consolidated statement of operations and comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Explanatory Paragraph Regarding Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations since inception, has continued net cash outflows from operating activities, and has an accumulated deficit.
Explanatory Paragraph Regarding Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 in the consolidated financial statements, the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit.
This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management.
These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Macias Gini & O’Connell LLP We have served as the Company’s auditor since 2024.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Macias Gini & O’Connell LLP We served as the Company’s auditor in 2024.
Our responsibility is to express an opinion on the Company's financial statements based on our audit.
Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
Quantitative and Qualitative Disclosures About Market Risk Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information under this Item as we qualify as a “smaller reporting company.” 106 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 324) 108 Report of Predecessor Independent Registered Public Accounting Firm (PCAOB Firm ID 339) 109 Consolidated Balance Sheets as of December 31, 2024, and 2023 110 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, and 2023 111 Consolidated Statements of Stockholders’ Equity for the years ended f December 31, 2024, and 2023 112 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023 114 Notes to Consolidated Financial Statements 116 107 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Faraday Future Intelligent Electric Inc.
Quantitative and Qualitative Disclosures About Market Risk Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information under this Item as we qualify as a “smaller reporting company.” 120 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 7000 ) 122 Report of Predecessor Independent Registered Public Accounting Firm (PCAOB Firm ID 324 ) 123 Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 147 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025, and December 31, 2024 149 Consolidated Statements of Stockholders Equity for the years ended December 31, 2025 and December 31, 2024 150 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 152 Notes to Consolidated Financial Statements 154 121 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Faraday Future Intelligent Electric Inc.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
Melville, New York March 31, 2025 108 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Faraday Future Intelligent Electric Inc.
Houston, Texas March 31, 2026 122 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Faraday Future Intelligent Electric Inc.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Mazars USA LLP We served as the Company’s auditor from 2022 to 2024.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ HTL International, LLC We have served as the Company’s auditor since 2025.
In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the 1-for-40 reverse stock split described in Note 1, and to retrospectively app ly the change in accounting for ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures described in Note 1 present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 in the consolidated financial statements, the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2.
Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 in the financial statements, the Company suffers from recurring losses, has a negative working capital and an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern.
Removed
We have also audited the adjustments to the 2023 financial statements to retrospectively apply the effects of the 1-for-40 reverse stock split discussed in Notes 1 and 12 and to apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures discussed in Note 1, and the effects of the reclassifications described in Note 1.
Added
New York, NY March 31, 2025 123 Table of Contents PART I - FINANCIAL INFORMATION
Removed
In our opinion, such adjustments are appropriate and have been properly applied.
Removed
We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.
Removed
The 2023 financial statements before the effects of the adjustments discussed in Note 1 are not presented herein.
Removed
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the effects of the 1-for-40 reverse stock split described in Note 1 and the effects of the reclassifications described in Note _ 1, and to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.
Removed
Those adjustments were audited by Macias Gini & O’Connell LLP. Explanatory Paragraph Regarding Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Removed
New York, NY May 28, 2024 109 Table of Contents Faraday Future Intelligent Electric Inc.
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Consolidated Balance Sheets Years Ended December 31, 2024 and December 31, 2023 (in thousands, except share and per share data) December 31, 2024 December 31, 2023 Assets Current assets Cash $ 7,144 $ 1,898 Restricted cash 30 2,127 Accounts receivable — 7 Inventory, net 27,486 34,229 Deposits 31,094 31,382 Other current assets 6,127 21,721 Total current assets 71,881 91,364 Property, plant and equipment, net 348,587 417,812 Operating lease right-of-use assets, net 1,761 16,486 Other non-current assets 3,171 4,877 Total assets $ 425,400 $ 530,539 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 71,414 $ 93,170 Accrued expenses and other current liabilities 45,677 55,109 Related party accrued expenses and other current liabilities 11,077 7,282 Warrant liabilities 28,864 285 Related party warrant liabilities — 21 Accrued interest 25 25 Related party accrued interest 23,227 753 Other financing liabilities, current portion 761 — Operating lease liabilities, current portion 2,128 3,621 Notes payable 4,224 91,150 Related party notes payable 5,310 9,760 Total current liabilities 192,707 261,176 Other financing liabilities, long term portion 38,698 25,483 Operating lease liabilities, long term portion 14 14,306 Notes payable, long term portion 45,264 — Related party notes payable, long term portion 2,754 — Derivative call options 29,709 — Other liabilities 1,287 1,338 Total liabilities 310,433 302,303 Stockholders’ equity Class A Common Stock, 0.0001 par value; 99,815,625 and 1,232,292 shares authorized; 65,919,127 and 1,060,833 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 6 — Class B Common Stock, 0.0001 par value; 4,429,688 and 54,688 shares authorized; 6,667 and 6,667 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — — Preferred Stock, 0.0001 par value; 10,000,000 shares authorized; 1 and zero shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — — Additional paid-in capital 4,421,563 4,180,873 Accumulated other comprehensive income 7,744 5,862 Accumulated deficit (4,314,346) (3,958,499) Total stockholders’ equity 114,967 228,236 Total liabilities and stockholders’ equity $ 425,400 $ 530,539 The accompanying notes are an integral part of these consolidated financial statements. 110 Table of Contents Faraday Future Intelligent Electric Inc.
Removed
Consolidated Statements of Operations and Comprehensive Loss Years Ended December 31, 2024 and 2023 (in thousands, except share and per share data) 2024 2023 Revenue $ 539 $ 784 Cost of revenue 84,029 42,607 Gross profit (83,490) (41,823) Operating expenses Research and development 25,227 132,021 Sales and marketing 9,278 22,836 General and administrative 43,164 82,888 Settlement on accrued research and development expenses (14,935) — Lease impairment, net 1,847 — Loss on disposal on property, plant, and equipment 1,667 4,453 Change in fair value of earnout liability — 2,033 Total operating expenses 66,248 244,231 Loss from operations (149,738) (286,054) Change in fair value of notes payable, warrant liabilities, and derivative call options (12,556) 89,860 Change in fair value of related party notes payable and related party warrant liabilities 253 7,101 Loss on settlement of notes payable (161,725) (217,019) Loss on settlement of related party notes payable (14,295) (20,045) Interest expense (7,895) (2,288) Related party interest expense (8,710) (753) Other expense, net (1,448) (2,437) Loss before income taxes (356,114) (431,635) Income tax benefit (expense) 267 (109) Net loss $ (355,847) $ (431,744) Per share information (See Note 16): Net loss per share of Class A and B Common Stock attributable to common stockholders: Basic (19.61) $ (1,792.44) Diluted (19.61) $ (1,792.44) Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock: Basic 18,529,525 240,869 Diluted 18,529,525 240,869 Total comprehensive loss Net loss $ (355,847) $ (431,744) Foreign currency translation adjustment 1,882 2,357 Total comprehensive loss $ (353,965) $ (429,387) The accompanying notes are an integral part of these consolidated financial statements. 111 Table of Contents Faraday Future Intelligent Electric Inc.
Removed
Consolidated Statements of Stockholders’ Equity (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholder’s Equity Class A Class B Shares Amount Shares Amount Balance as of December 31, 2022 (as restated) 58,682 $ — 6,667 $ — $ 3,724,242 $ 3,505 $ (3,526,755) $ 200,992 Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 625,650 — — — 360,668 — — 360,668 Change in classification of warrants from Additional paid-in capital to liability pursuant to the Warrant Exchange (see Note 7) — — — — (6,811) — — (6,811) Reclassification of February 28, 2023 earnout shares liability to equity due to authorized share increase (see Note 11) — — — — 5,014 — — 5,014 Reclassification of February 28, 2023 stock-based awards liability to equity due to authorized share increase (see Note 11) — — — — 8,978 — — 8,978 Reclassification of earnout shares from equity to liability on April 21, 2023 due to insufficient authorized shares (see Note 11) — — — — (2,112) — — (2,112) Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares (see Note 11) — — — — (2,979) — — (2,979) Reclassification of August 25, 2023 earnout shares liability to equity due to authorized share increase — — — — 1,381 — — 1,381 Reclassification of August 25, 2023 stock-based awards liability to equity due to authorized share increase — — — — 2,043 — — 2,043 Issuance of common stock 368,803 — — — 34,492 — — 34,492 Reverse stock split round up share issuances 2,040 — — — — — — — Stock-based compensation — — — — 5,101 — — 5,101 Exercise of warrants 5,326 — — — 51,276 — — 51,276 Exercise of stock options 6 — — — 44 — — 44 Issuance of shares for RSU vesting net of tax withholdings 352 — — — (464) — — (464) Cancellations (26) — — — — — — — Foreign currency translation adjustment — — — — — 2,357 — 2,357 Net loss — — — — — — (431,744) (431,744) Balance as of December 31, 2023 1,060,833 $ — 6,667 $ — $ 4,180,873 $ 5,862 $ (3,958,499) $ 228,236 The accompanying notes are an integral part of these consolidated financial statements. 112 Table of Contents Faraday Faraday Future Intelligent Electric Inc.
Removed
Consolidated Statements of Stockholders’ Equity — (Continued) (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Class A Class B Shares Amount Shares Amount Balance as of December 31, 2023 1,060,833 $ — 6,667 $ — $ 4,180,873 $ 5,862 $ (3,958,499) $ 228,236 Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 62,101,798 6 — — 226,335 — — 226,341 Reclassification of SPA Warrants from liability to equity — — — — 160 — — 160 Issuance of common stock and warrants — — — — 10 — — 10 Settlement of Palantir dispute with issuance of Class A Common Stock (see Note 10) 1,080,294 — — — 4,800 — — 4,800 Purchase of Class A Common Stock under Salary Deduction and Stock Purchase Agreements (see Note 11) 49,659 — — — 102 — — 102 Grow Fandor Contribution — — — — 250 — — 250 Chongqing related party debt restructuring (see Note 8) — — — — 661 — — 661 Reverse stock split related round up share issuances 306,779 — — — — — — — Stock-based compensation — — — — 8,382 — — 8,382 Issuance of shares for RSU vesting net of tax withholdings 1,319,764 — — — (10) — — (10) Foreign currency translation adjustment — — — — — 1,882 — 1,882 Net loss — — — — — — (355,847) (355,847) Balance as of December 31, 2024 65,919,127 $ 6 6,667 $ — $ 4,421,563 $ 7,744 $ (4,314,346) $ 114,967 The accompanying notes are an integral part of these consolidated financial statements. 113 Table of Contents Faraday Future Intelligent Electric Inc.
Removed
Consolidated Statements of Cash Flows (in thousands) 2024 2023 Cash flows from operating activities Net loss $ (355,847) $ (431,744) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 71,442 42,473 Amortization of operating lease right-of-use assets and intangible assets 2,588 2,992 Non-cash interest expense 1,929 — Stock-based compensation 8,382 9,167 Reserve on inventory 476 — Loss on disposal on property, plant, and equipment 1,667 4,453 Loss from failed sale leaseback arrangement — 5,173 Loss on lease impairment 1,847 — Loss on settlement of notes payable 161,725 217,019 Loss on settlement of related party notes payable 14,295 20,045 Gain on foreign exchange — (2,068) Gain on settlement on accrued research and development expenses (14,935) — Change in fair value of notes payable, warrant liabilities, and derivative call options 15,058 (90,518) Change in fair value of related party notes payable and related party warrant liabilities (253) (7,101) Other 963 1,075 Changes in operating assets and liabilities: Deposits (706) 14,337 Inventory 6,267 (29,772) Other current and non-current assets 16,907 (2,884) Accounts payable (8,804) 13,785 Accrued expenses and other current and non-current liabilities (1,573) (42,481) Accrued interest expense — 588 Accrued related party interest expense 8,710 — Financial obligations on lease back transaction 2,876 — Operating lease liabilities (3,200) (2,717) Net cash used in operating activities (70,186) (278,178) Cash flows from investing activities Proceeds from the sale of equipment 198 — Payments for property and equipment (7,580) (31,109) Net cash used in investing activities (7,382) (31,109) Cash flows from financing activities Proceeds from notes payable, net of original issuance discount 68,111 210,450 Payments of notes payable and other financing obligations (428) — Payments of notes payable issuance costs (2,087) (2,503) Proceeds from related party notes payable 3,075 21,008 Capital contributions 250 — Proceeds from other financial obligations 11,812 24,897 Payments of finance lease obligations — (1,016) Proceeds from exercise of stock options — 44 Proceeds from exercise of warrants — 4,074 Proceeds from issuance of Class A Common Stock — 34,492 Net cash (used in) provided by financing activities 80,733 291,446 Effect of exchange rate changes on cash and restricted cash (16) 3,352 Net (decrease) increase in cash and restricted cash 3,149 (14,489) Cash and restricted cash, beginning of period 4,025 18,514 Cash and restricted cash, end of period $ 7,174 $ 4,025 114 Table of Contents Faraday Future Intelligent Electric Inc.
Removed
Consolidated Statements of Cash Flows — (Continued) (in thousands) The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets that aggregate to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: 2024 2023 Cash and restricted cash Cash $ 7,144 $ 1,898 Restricted cash 30 2,127 $ 7,174 $ 4,025 Supplemental disclosure of cash flow information Cash paid for interest $ 4,865 $ 465 Supplemental disclosure of noncash investing and financing activities Additions of property and equipment included in accounts payable and accrued expenses $ 44,540 $ 48,037 Write off of a finance lease pursuant to lease back transaction $ — $ 6,917 Obtaining right-of-use asset in exchange for operating lease liabilities $ 30 $ — Issuance of Class A Common Stock under the Salary Deduction and Stock Purchase Agreements $ 102 $ — Shares Withheld for RSU tax obligations $ 10 $ — Issuance of Exchange Note $ — $ 16,500 Conversion of notes payable, related party notes payable and accrued interest into Class A Common Stock $ 67,113 $ 123,460 Conversion of related party notes payable and related party accrued interest into Class A Common Stock $ — $ 12,662 Reclassification of August 25, 2023 stock-based awards liability to equity due to authorized share increase $ — $ 2,043 Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares $ — $ 2,979 Reclassification of February 28, 2023 stock-based awards liability to equity due to authorized share increase $ — $ 8,978 Issuance of warrants with the SPA Portfolio Notes $ 34,440 $ 34,269 Reduction in warrants pursuant to the Exchange Agreement $ — $ 16,506 Reclassification of warrants from equity to liability $ — $ 6,811 Reclassification of August 25, 2023 earnout shares liability to equity due to authorized share increase $ — $ 1,381 Reclassification of earnout shares from equity to liability on April 21, 2023 due to insufficient authorized shares $ — $ 2,112 Reclassification of February 28, 2023 earnout shares liability to equity due to authorized share increase $ — $ 5,014 De-recognition of right-of-use assets and lease liabilities due to lease modifications $ 3,394 $ — Supplemental disclosure of noncash operating activities Settlement of Palantir dispute with issuance of Class A Common Stock $ 4,800 $ — The accompanying notes are an integral part of these consolidated financial statements. 115 Table of Contents Faraday Future Intelligent Electric Inc.
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Notes to Consolidated Financial Statements 1. Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies Nature of Business and Organization Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday” “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc. and its wholly-owned subsidiaries, and controlled and managed entities.
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The Company is a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through its subsidiaries and is headquartered in 18455 S. Figueroa Street, Gardena, CA 90248. The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles.
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The Company manufactures its vehicles at its production facility in Hanford, California, known as “FF ieFactory California” and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.
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Principles of Consolidation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S.
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(“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and all other entities in which the Company has a controlling financial interest, including the accounts of any variable interest entity, in which the Company has a controlling financial interest and for which it is the primary beneficiary in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).
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All intercompany transactions and balances have been eliminated upon consolidation. Basis of Presentation Use of Estimates The preparation of the Consolidated Financial Statements in conformity with GAAP and in accordance with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) requires management to make estimates and assumptions which affect the reported amounts in the Consolidated Financial Statements.
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Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances.
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On an ongoing basis management evaluates its estimates, including those related to the: (i) recognition and disclosure of contingent liabilities, including litigation reserves; (ii) fair value of related party notes payable and notes payable; (iii) calculations for evaluating potential long-term asset impairment; and (iv) valuation of warrants and other derivative instruments.
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Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, estimates are subject to additional volatility.
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As of the date the Company’s Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.
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However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Consolidated Financial Statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Consolidated Financial Statements.
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Foreign Currency The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency in which they operate. The functional currency of the Company’s foreign subsidiaries in China is their local currency, Chinese Yuan (“CNY”). For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S.
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Dollars at exchange rates in effect at the balance sheet date, stockholders’ equity (deficit) is translated at the applicable historical exchange rate, and expenses are translated using the average exchange rates during the period.
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The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive income in the Consolidated Balance Sheets. 116 Table of Contents Faraday Future Intelligent Electric Inc.
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Notes to Consolidated Financial Statements Concentration of Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash, restricted cash, and deposits. Substantially all of the Company’s cash and restricted cash is held at financial institutions located in the United States of America and in the People’s Republic of China.
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The Company maintains its cash and restricted cash with major financial institutions. At times, cash and restricted cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($250 thousand per depositor per institution) and China Deposit Insurance Regulations limits (CNY ¥500 thousand per depositor per institution).
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Management believes the financial institutions that hold the Company’s cash and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to cash and restricted cash. Cash and restricted cash held by the Company’s non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. Dollar. If, however, the U.S.
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Dollar is devalued significantly against the Chinese Yuan, the Company’s cost to develop its business in China could exceed original estimates. The Company receives certain components from sole suppliers. The inability of a supplier to fulfill the Company’s supply requirements could materially impact future operating results.
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Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurements.
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The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis.
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The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
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When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which the Company would transact and assumptions that market participants would use when pricing the asset or liability.
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The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.
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A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
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The fair value hierarchy is as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds.
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Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. government and agency debt securities, and corporate obligations.
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Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker-traded transactions.
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Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. 117 Table of Contents Faraday Future Intelligent Electric Inc.
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Notes to Consolidated Financial Statements ASC 825-10, Financial Instruments , allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs.
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If the fair value option is elected for an instrument, unrealized gains and losses for that instrument are reported in earnings at each subsequent reporting date. The Company has elected to apply the fair value option to certain related party notes payable and notes payable with conversion features as discussed in Note 14, Fair Value of Financial Instruments.
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The Company did not separately report interest expense attributable to the notes payable accounted for pursuant to the fair value option in the Consolidated Statements of Operations and Comprehensive Loss because such interest was included in the determination of the fair value of the notes payable and changes thereto.
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Reverse Stock Splits and Recasting of Per-Share Amounts On August 22, 2023, the Company's Board of Directors (the “Board”) approved the implementation of a 1-for-80 reverse stock split (the “Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 3,860,938 (which is 308,875,000 divided by 80).
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The Reverse Stock Split was effected after market close on August 25, 2023, and shares of the Class A Common Stock and publicly traded warrants (the “Public Warrants”) began trading on a split-adjusted basis as of market open on August 28, 2023.
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As approved by the Company’s stockholders at a special meeting held on February 5, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of the State of Delaware to effect an increase in the number of authorized shares of Common Stock from 3,860,938 to 34,748,438.
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On February 23, 2024, the Board approved the implementation of a 1-for-3 reverse stock split (the “Second Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 11,582,813 (which is 34,748,438 divided by 3).
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The Second Reverse Stock Split was effected after market close on March 1, 2024, and shares of the Class A Common Stock par value $0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on July 31, 2024.
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On August 4, 2024, the Board approved the implementation of a 1-for-40 reverse stock split (the “Third Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 104,245,313.
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The Third Reverse Stock Split was effected after market close on August 16, 2024, and shares of the Class A Common Stock par value $0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on August 19, 2024.
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All shares of Common Stock, Public Warrants, stock-based compensation awards, earnout shares and per share amounts contained in the Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split, Second Reverse Stock Split and the Third Reverse Stock Split.
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In addition, proportionate adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding convertible debt securities and warrants, as well as the applicable exercise or conversion prices.
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See Note 12, Stockholders’ Equity , and Note 13, Stock-Based Compensation , for further discussion regarding the Reverse Stock Split, the Second Reverse Stock Split, and the Third Reverse Stock Split. Segments The Company operates in one operating segment and one reportable segment.
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T he Company’s Global CEO and Chief Product and User Ecosystem Officer, acting jointly serving as co-Chief Operating Decision Makers (“CODMs”), regularly evaluate the Company’s financial performance using consolidated financial information at the total-company level. The CODMs receive regular financial and operational reporting that focuses primarily on the Company's consolidated loss from operations, overall cash flows, liquidity, and strategic initiatives.
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For 2024, the Company adopted ASU 2023‑07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Management has identified Loss from operations, as presented in the Company's Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODMs to evaluate the performance of the business and allocate resources.
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This measure is critical for a going concern that must carefully manage its cash outflows, particularly given that the timing of its cash inflows is influenced by external investor decisions.
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The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative. 118 Table of Contents Faraday Future Intelligent Electric Inc.
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Notes to Consolidated Financial Statements Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODMs, work in close collaboration with the Company’s business leaders to establish critical operational targets, set project timelines, and adjust spending plans.
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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.
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This rigorous oversight supports the Company’s strategic objectives to focus business activities the on the production, sales, and leasing of its FF 91 vehicles, and the planned launch of the FX Series vehicles.
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In addition, the Company defines “other segment items” as other operating expense adjustments that arise from lease or other impairments, gains and losses on the sale or disposition of its fixed assets, or other market‑driven factors that impact Loss from operations presented in the Consolidated Statements of Operations and Comprehensive Loss and are not part of the Company’s recurring and controllable operating costs .
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By segregating these “Other Segment Items” from “loss from operations,” the Company provides investors with a clear view of the expenses that management can directly influence versus those driven by external factors.
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Other potentially reportable items, such as separate automotive sales and leasing revenues (currently immaterial), geographic information, depreciation expense, interest expense, or other segment-specific activities, are not separately reviewed by the CODMs. Accordingly, these detailed segment components do not influence the CODMs’ decision-making or resource allocation processes and thus are not separately disclosed.
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Reclassifications In 2024, the Company reclassified $237.1 million of Loss on extinguishment of related party notes payable and notes payable into separate line items on the Consolidated Statements of Cash Flows to enhance financial reporting clarity.

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