Form 8-K
8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Accession: 0001213900-26-062808
Filed: 2026-05-29
Period: 2026-05-27
CIK: 0001805521
SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ea0292663-8k_faraday.htm (Primary)
EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC (ea029266301ex3-1.htm)
EX-3.2 — CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK (ea029266301ex3-2.htm)
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8-K — CURRENT REPORT
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 27, 2026
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39395
84-4720320
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
Identification No.)
1990 E. Grand Avenue
El Segundo, CA
90245
(Address of principal executive offices)
(Zip Code)
(424) 276-7616
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
FFAI
The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share
FFAIW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modifications to Rights of Security Holders
On May 27, 2026, Faraday Future Intelligent Electric
Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended
and Restated Certificate of Incorporation (as amended, the “Charter”) with the office of the Secretary of State of the State
of Delaware (the “Delaware SOS”) to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001
per share, of the Company (“FFAI Common Stock”) from 312,285,439 shares to 452,813,887 shares, and (ii) an increase in the
number of authorized shares of preferred stock, par value $0.0001 per share, of the Company (“FFAI Preferred Stock”) from
24,087,265 shares to 34,926,534 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock
from 336,372,704 shares to 487,740,421 shares. The filing of the Certificate of Amendment was authorized by the stockholders of the Company
at the Company’s annual meeting of stockholders, which was held on May 22, 2026 (the “Annual Meeting”).
The foregoing description of the Certificate of
Amendment is a summary and is qualified in its entirety by the terms of the Certificate of Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The disclosure set forth under Item 3.03 above
is incorporated herein by reference.
On May 27, 2026, prior to the Company’s
filing of the Certificate of Amendment with the office of the Delaware SOS, the Company filed a Certificate of Elimination (the “Certificate
of Elimination”) with the Delaware SOS with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share
(“FFAI Series A Preferred Stock”), following the automatic redemption of all outstanding shares of FFAI Series A Preferred
Stock after the conclusion of the Company’s Annual Meeting. The Certificate of Elimination (i) eliminated the previous designation
of one (1) share of FFAI Series A Preferred Stock from the Charter, which was not outstanding at the time of filing, and (ii) caused such
share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc.
3.2
Certificate of Elimination of Series A Preferred Stock.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Date: May 29, 2026
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer
2
EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC
EX-3.1
Filename: ea029266301ex3-1.htm · Sequence: 2
Exhibit 3.1
TENTH CERTIFICATE OF AMENDMENT
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Faraday Future Intelligent Electric
Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware (“DGCL”), hereby certifies as follows:
1. The name of the Corporation
is Faraday Future Intelligent Electric Inc. (originally incorporated as Property Solutions Acquisition Corp.).
2. The original Certificate
of Incorporation of the Corporation (the “Original Certificate”) was filed with the Secretary of State of the
State of Delaware on February 11, 2020.
3. The Corporation amended and
restated the Original Certificate, which was filed with the Secretary of State of the State of Delaware on July 21, 2020 (the “Amended
and Restated Certificate”).
4. The Corporation further amended
and restated the Amended and Restated Certificate, which was filed with the Secretary of State of the State of Delaware on July 21, 2021
(the “Second Amended and Restated Certificate”).
5. The Corporation has four
times amended the Second Amended and Restated Certificate, (i) which certificate of amendment to the Second Amended and Restated Certificate
was filed with the Secretary of State of the State of Delaware on November 22, 2022, (ii) which second certificate of amendment to the
Second Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on March 1, 2023, (iii) which Certificate
of Designation of Preferences, Rights and Limitations of Series A Preferred Stock was filed with the Secretary of State of the State of
Delaware on June 16, 2023, and (iv) which Certificate of Elimination of Series A Preferred Stock was filed with the Secretary of State
of the State of Delaware on August 24, 2023.
6. The Corporation further amended
and restated the Second Amended and Restated Certificate, which was filed with the Secretary of State of the State of Delaware on August
24, 2023 (the “Third Amended and Restated Certificate”).
A-1
7. The Corporation has twenty-four
times amended the Third Amended and Restated Certificate, (i) which Certificate of Designation of Preferences, Rights and Limitations
of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on December 21, 2023, (ii) which Certificate
of Elimination of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on February 5, 2024, (iii) which
certificate of amendment to the Third Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware
on February 5, 2024, (iv) which second certificate of amendment to the Third Amended and Restated Certificate was filed with the Secretary
of State of the State of Delaware on February 23, 2024, (v) which Certificate of Designation of Preferences, Rights and Limitations of
Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on June 21, 2024 and (vi) which Certificate of
Elimination of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on August 1, 2024, (vii) which
fourth certificate of amendment to the Third Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware
on August 1, 2024, (viii) which Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock was filed
with the Secretary of State of the State of Delaware on January 23, 2025, (ix) which Certificate of Elimination of Series A Preferred
Stock was filed with the Secretary of State of the State of Delaware on March 10, 2025, (x) which Certificate of Designation of Preferences,
Rights and Limitations of Series B Preferred Stock was filed with the Secretary of State of the State of Delaware on April 3, 2025, (xi)
which Certificate of Correction to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock was
filed with the Secretary of State of the State of Delaware on April 9, 2025; (xii) which Certificate of Designation of Preferences, Rights
and Limitations of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on April 17, 2025; (xiii) which
Certificate of Elimination of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on May 29, 2025;
(xiv) which sixth certificate of amendment to the Third Amended and Restated Certificate was filed with the Secretary of State of the
State of Delaware on May 29, 2025; (xv) which Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred
Stock was filed with the Secretary of State of the State of Delaware on August 6, 2025; (xvi) which seventh certificate of amendment to
the Third Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on August 6, 2025; (xvii) which
Amendment No.1 to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock was filed with the
Secretary of State of the State of Delaware on August 21, 2025; (xviii) which Certificate of Elimination of Series A Preferred Stock was
filed with the Secretary of State of the State of Delaware on September 23, 2025; (xix) which eighth certificate of amendment to the Third
Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on September 23, 2025; (xx) which Certificate
of Designation of Preferences, Rights and Limitations of Series A Preferred Stock was filed with the Secretary of State of the State of
Delaware on December 23, 2025; (xxi) which Certificate of Elimination of Series A Preferred Stock was filed with the Secretary of State
of the State of Delaware on February 18, 2026; (xxii) which Certificate of Designation of Preferences, Rights and Limitations of
Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on April 15, 2026; (xxiii) which Certificate of
Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock was filed with the Secretary of State of the
State of Delaware on April 15, 2026 and (xxiv) which Certificate of Elimination of Series A Preferred Stock was filed with the Secretary
of State of the State of Delaware on May 27, 2026.
8. The first two paragraphs
of Section 4.1 of the Third Amended and Restated Certificate of Incorporation are hereby amended and restated to read in their entirety
as follows:
“Section 4.1 The
total number of shares of all classes of capital stock that the Corporation is authorized to issue is 487,740,421, consisting of two classes
of stock: (i) 452,813,887 shares of common stock, par value $0.0001 per share (the “Common Stock”), and (ii)
34,926,534 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The class of Common
Stock shall be divided into two series of stock composed of (i) 448,384,199 shares of Class A common stock (the “Class A Common
Stock”) and (ii) 4,429,688 shares of Class B common stock (the “Class B Common Stock”). For the
avoidance of doubt, the Class A Common Stock and Class B Common Stock are separate series within a single class of Common Stock, and are
referred to herein together as the “Common Stock”.”
9. This Tenth Amendment to the
Third Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL.
[Signature Page Follows]
A-2
IN WITNESS WHEREOF, Faraday
Future Intelligent Electric Inc. has caused this Certificate of Amendment to be signed by its Chief Financial Officer on this 27th
day of May, 2026.
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer
A-3
EX-3.2 — CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK
EX-3.2
Filename: ea029266301ex3-2.htm · Sequence: 3
Exhibit 3.2
CERTIFICATE OF ELIMINATION OF
SERIES A PREFERRED STOCK OF
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
(Pursuant to Section 151(g) of the General Corporation
Law of the State of Delaware)
Faraday
Future Intelligent Electric Inc. (the “Company”), a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
First:
That, pursuant to Section 151 of the DGCL and the authority granted in the Third Amended and Restated Certificate of Incorporation
of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of
a series of preferred stock designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”),
and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations
or restrictions thereof, and, on April 15, 2026, filed a Certificate of Designation with respect to the Series A Preferred Stock in the
office of the Secretary of State of the State of Delaware (the “Certificate of Designation”).
SECOND: That no shares
of said Series A Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.
THIRD: That the Board
of Directors of the Company has adopted the following resolutions:
Whereas,
the Board of Directors of the Company authorized the issuance of a series of preferred stock designated Series A Preferred Stock,
par value $0.0001 per share (the “Series A Preferred Stock”), and established the voting powers, designations,
preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on April 15,
2026, filed a Certificate of Designation with respect to the Series A Preferred Stock in the office of the Secretary of State of the State
of Delaware (the “Certificate of Designation”);
Whereas,
on May 22, 2026, the single authorized share of Series A Preferred Stock was redeemed by the Company pursuant to the Certificate of Designation;
Whereas,
as of the date hereof, no shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock will be issued
subject to said Certificate of Designation; and
Whereas,
it is desirable that all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be eliminated
from the Third Amended and Restated Certificate of Incorporation, as heretofore amended, of the Company (the “Certificate
of Incorporation”).
Now,
therefore, be it Resolved, that as of the date hereof, no shares of Series A Preferred Stock are outstanding and no shares
of Series A Preferred Stock will be issued subject to said Certificate of Designation;
Resolved
Further, that all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be eliminated
from the Certificate of Incorporation; and
Resolved
Further, that the officers of the Company be, and each of them hereby is, authorized and directed to file a certificate of
elimination with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all
matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock shall be eliminated from the Certificate
of Incorporation.
Fourth:
Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Certificate of Incorporation
are hereby eliminated, and the share that was designated to such series is hereby returned to the status of authorized but unissued shares
of preferred stock of the Company, without designation as to series.
In Witness
Whereof, Faraday Future Intelligent Electric Inc. has caused this Certificate of Elimination to be executed by
its duly authorized officer on this 27th day of May, 2026.
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
By:
/s/ Koti Meka
Koti Meka
Chief Financial Officer
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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