· 公司预计将有充足资金满足 FX Super One的生产交付，并加快FF 和 FX 品牌产品及 AI 相关技术的开发和交付。

· 717 FX Super One、Super EAI F.A.C.E.暨FF EAI 具身智能体6x4 架构全球首次发布进入最后两天倒计时。

北京时间2025年7月17日（美国加州7月16日）——总部位于美国加州的全球共享智能电动出行生态公司 Faraday Future Intelligent Electric Inc.（纳斯达克代码：FFAI）（以下简称“Faraday Future”或“FF”或“公司”）今天宣布，公司已签订了约 1.05 亿美元的融资协议，包括下文所述的 8200 万美元新融资。融资到位后，公司预计将有充足资金来推出新车型FX Super One，并计划利用这些资金加速 FF 和 FX 品牌产品及AI相关技术的开发和交付，加速FX Super One 生产交付。 

“获得1.05 亿美元的额外资金，将显著增强公司推出 FX Super One 和生产交付的能力”，Faraday Future 全球总裁 Jerry Wang 表示，“凭借我们的高效运营，我们计划最大限度地发挥这笔资金的作用，进一步推动我们的战略实现，为美国大众提供高性价比 EAIEV并成为这个市场的领导者。”

上述约 1.05 亿美元融资中， 8200 万美元为新获的融资承诺（“新融资”），主要形式为无担保可转换票据（“可转换票据”）和认股权证（“认股权证”），用于认购公司 A 类普通股的额外股份（“新融资”）；其余资金来自现有投资人，基于先前融资中发行的可转换证券的转换和行权而获得资金。为新融资所发票据的初始转股价格为A 类普通股于2025 年 7 月 11 日的收盘价和本协议日后两个交易日的加权日平均价格中的较低者（“转股价格”）， 而认股权证的初始行权价为转换价的 120%，前述转股价和行权价可视情况进行某些调整。Univest Securities担任新融资的配售代理。

新融资主要来自现有机构投资者，包括公司的中东战略合作伙伴Master Investment Group，一家来自阿联酋拉斯海马的 Sheikh Abdulla Al Qassimi 的投资公司。一些新的机构投资者也参与了本次新融资。与之前的近期融资相比，新融资的条款对公司更有利，包括大幅减少认股权证发行以减少稀释，以及投资者的锁定期，锁定期到期日为以下两个时间点取早：（i） 新融资第二次交割日起 6 个月，（ii）公司有权自行决定提交的、第二次交割日时向此类投资者发行证券的转售注册声明的生效日。这表明投资者的强烈信心。

新融资中发行的与可转换票据和认股权证相关的 A 类普通股初始并未注册和流通。本融资须符合惯例成交条件。更多与本次融资相关的重大条款信息，请参阅公司将于 2025 年 7 月 16 日向美国证券交易委员会提交的 8-K 表。 

根据《证券法》第 4（a）（2） 条和《证券法》第 D 条第 506 条对不涉及任何公开发行的发行人的交易的豁免，可转换票据以及新融资中的认股权证和其他证券将在不受 1933 年《证券法》（经修订）的注册要求（“证券法”）的交易要求约束的交易中进行发售和出售，并依赖于适用州法律下的类似豁免。

本新闻稿不构成出售可转换票据的要约或购买可转换票据的要约邀请，也不构成在任何司法管辖区的要约、邀请或出售，如果根据任何此类司法管辖区的证券法，在登记或获得资格之前此类要约、邀请或出售是非法的。 

美国证券交易委员会（SEC）的Wells通知

历时三年多的美国证券交易委员会（SEC）调查终于初步告一段落——SEC日前对公司及其两名高管YT Jia 先生和 Jerry Wang 先生，以及另外两名公司前员工，发出了（SEC）的 Wells 通知，针对他们可能违反了联邦证券法的某些反欺诈规定,初步建议对他们提起执法诉讼。若公司、Jerry 和贾跃亭先生能够与SEC妥善解决相关事项，这可能有助于公司与顶级投资银行、主要机构投资者以及战略投资方建立进一步合作关系。

相关违规行为主要涉及公司在 2021 年 PIPE 融资及 SPAC 上市过程中，存在关于以下两类事项的涉嫌虚假或误导性陈述：(i) 关联交易；以及 (ii) YT Jia先生在公司中的角色。

如SEC最终决定采取执法行动，可能会寻求禁令或责令停止未来对联邦证券法条款的任何违反行为，并可能要求处以民事罚款、追缴非法所得或其他SEC有权实施的衡平救济措施，或上述多项措施的组合。针对个人，还可能包括禁止其担任上市公司高管或董事。

需要强调的是，Wells 通知既不构成正式指控，也不代表受通知方被最终认定违反任何法律，而是SEC工作人员作出的初步判断，建议向SEC委员推荐授权提起执法诉讼。公司、Jerry 和 YT 接下来将与SEC工作人员沟通，澄清为何不应采取执法行动。如果SEC最终决定采取执法程序，且双方未能达成和解，SEC将需要通过正式诉讼程序推进，届时，公司、Jerry 和/或 YT将有机会为自己辩护。有关 Wells 通知的更多信息，请参阅公司将于 2025 年 7 月 16 日向 SEC 提交的 8-K 表格。 

公司始终致力于“股东股民First”的原则，并致力于实现股东长期价值的最大化。

Faraday Future Secures $105 Million in Financing to Fund the Company’s Aggressive Growth Strategy, Launch of the FX Super One and Advancement of the Company’s Position in the AIEV Market

·      The Company expects that it will have sufficient capital to launch its new product, FX Super One and accelerate development and distribution efforts for its FF and FX brands and AI-related technologies.

Los Angeles, CA (July 16, 2025) – Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF” or the “Company”), a California-based global shared intelligent electric mobility ecosystem company, today announced that it has secured approximately $105 million in new cash financing, which includes $82 million of new financing commitments described below. The Company expects that it will have sufficient capital to launch its new product, FX Super One, upon closing of the financing, and intends to use the funds to accelerate development and distribution efforts for its FF and FX brands and AI-related technologies, support the ramp up of FX Super One initial production while building on the momentum for the upcoming product launch taking place on July 17, 2025.

“The $105 million in additional funding will significantly strengthen the Company’s ability to launch FX Super One and scale up the production readiness,” said Jerry Wang, Global President of Faraday Future. “With our efficient operation, we plan to maximize the impact of this capital to further drive our strategy to be a leader in the U.S. market for affordable AI EVs.”

The $105 million transaction is structured with a $82 million in new financing commitments (“New Financing”), primarily in the form of unsecured convertible notes (“Convertible Notes”) and warrants (“Warrants”) to acquire additional shares of the Company’s Class A common stock (the “New Financing”) and $22 million in cash received from previous investors pursuant to the conversion and exercise, as applicable of convertible securities issued in prior financings. The initial conversion price of the Notes to be issued in the New Financing is the lower of the market closing price of the Company’s Class A common stock on July 11, 2025 and the average daily weighted average price of the Class A common stock for the two trading days following the date hereof (“Conversion Price”), and initial Warrant exercise price is 120% of the Conversion Price, in each case, subject to certain adjustments. Univest Securities is acting as the Placement Agent for the New Financing.

The New Financing is mainly funded by existing fundamental institutional investors, including Master Investment Group, the Company’s Middle East strategic partner and investment firm of Sheikh Abdulla Al Qassimi from Ras Al Khaimah, United Arab Emirates. Certain new fundamental institutional investors also participated in the New Financing. The terms of the New Financing is more favorable to the Company compared to the previous recent financing, including a meaningful reduction in warrant issuance to reduce dilution, and a lockup from investors ending on the earlier of (i) 6 months from the date of the second closing for the New Financing and (ii) the effectiveness of a registration statement registering for resale by the investors the securities issued to such investors at such second closing, which the Company has the option to file in its sole discretion, demonstrating strong confidence from investors.

The shares of Class A common stock underlying the Convertible Notes and Warrants to be issued in the New Financing will initially be unregistered and not immediately tradable. The Financing is subject to customary closing conditions. For additional information regarding the material terms relating to the Financing, please see the Company’s Form 8-K to be filed with the SEC on July 16, 2025.

The Convertible Notes, along with the Warrants and other securities in the New Financing, will be offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the convertible notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Wells Notice from SEC

The Company and two of its executives, Mr. YT Jia and Mr. Jerry Wang, and two other former Company employees, recently received a Wells Notice from the U.S. Securities and Exchange Commission (the “Commission”) stating that the Commission staff made a preliminary determination to recommend that the Commission file an enforcement action against them, alleging violations of various anti-fraud provisions of the federal securities laws, marking a preliminary conclusion to the more than three-year investigation. If the Company, Jerry and YT are able to resolve these matters with the Commission, it could facilitate the Company’s engagement with top-tier investment banks, major institutional investors, and strategic investors.

The alleged violations generally pertain to purported false or misleading statements in connection with the Company’s 2021 PIPE and SPAC listing, relating to (i) related party transactions and (ii) Mr. YT Jia’s role in the Company.  An enforcement action may seek an injunction or cease-and-desist order against future violations of provisions of the federal securities laws, the imposition of civil monetary penalties, disgorgement or other equitable relief within the SEC’s authority, or any combination of the foregoing. In the case of individuals, an enforcement action may also seek a bar from serving as an officer or director of a public company.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law but is a preliminary determination by the Commission staff to recommend to the Commissioners of the Commission that they authorize the filing of an enforcement action. The Company, Jerry and YT plan to engage with the Commission staff about why an enforcement action is not warranted. If the Commission determines to proceed with an enforcement action and the parties do not reach a settlement, the Commission would need to proceed through a formal litigation process, during which the Company, Jerry and/or YT, as applicable, could defend themselves. For additional information regarding the Wells Notice, please see the Company’s Form 8-K to be filed with the SEC on July 16, 2025.

The Company remains committed to its “Shareholder First” principle and to maximizing long-term stockholder value.

ABOUT FARADAY FUTURE

Faraday Future is a California-based global shared intelligent electric mobility ecosystem company. Founded in 2014, the Company’s mission is to disrupt the automotive industry by creating a user-centric, technology-first, and smart driving experience. Faraday Future’s flagship model, the FF 91, exemplifies its vision for luxury, innovation, and performance. The FX strategy aims to introduce mass production models equipped with state-of-the-art luxury technology similar to the FF 91, targeting a broader market with middle-to-low price range offerings. FF is committed to redefining mobility through AI innovation. Join us in shaping the future of intelligent transportation. For more information, please visit https://www.ff.com/us/.

FORWARD LOOKING STATEMENTS

This press release includes "forward looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the successful closings of the Financing, the anticipated use of funds from the Financing, the FX strategy and plans for the FX brand, the target to roll off the first FX vehicle by the end of 2025, the Company’s ability to deliver the three key AI directions outlined in its previous AI announcements, the products offered by the Company and the markets in which it operates and the Company’s projected future results and market opportunities, are not guarantees of future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important factors, among others, that may affect actual results or outcomes include, among others: that the closings of the Financing could be delayed or not occur at all; the timing for the two prototype mules to clear U.S. customs; the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its "at-the-market" program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s, and certain of its key executives, receipt of “Wells Notices” from the SEC and any potential SEC enforcement action related thereto; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; the ability of the Company to attract and retain employees; any adverse developments in existing legal proceedings or the initiation of new legal proceedings and volatility of the Company’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and other documents filed by the Company from time to time with the SEC.

CONTACTS:

Investors (English): ir@faradayfuture.com

Investors (Chinese): cn-ir@faradayfuture.com

Media: john.schilling@ff.com

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