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Form 8-K

sec.gov

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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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Details

Name:

us-gaap_StatementClassOfStockAxis=FFAI_ClassCommonStockParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

na

Balance Type:

Period Type:

X

- Details

Name:

us-gaap_StatementClassOfStockAxis=FFAI_RedeemableWarrantsExercisableForSharesOfClassCommonStockAtExercisePriceOf110400.00PerShareMember

Namespace Prefix:

Data Type:

na

Balance Type:

Period Type: