Form 8-K
8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Accession: 0001213900-26-112363
Filed: 2026-10-26
Period: 2026-10-23
CIK: 0001805521
SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)
Item: Completion of Acquisition or Disposition of Assets
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0309607-8k_faraday.htm (Primary)
EX-10.5 — INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, DATED AS OF OCTOBER 23, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC., FARADAY&FUTURE INC. AND FF AI-ROBOTICS INC (ea030960701ex10-5.htm)
EX-10.6 — COMMON TECHNOLOGY LICENSE AGREEMENT, DATED AS OF OCTOBER 23, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC., FARADAY&FUTURE INC. AND FF AI-ROBOTICS INC (ea030960701ex10-6.htm)
EX-99.1 — PRESS RELEASE, DATED OCTOBER 26, 2026 (ea030960701ex99-1.htm)
EX-99.2 — INVESTOR PRESENTATION SLIDE DECK (ea030960701ex99-2.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED
STATES
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): October 23, 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
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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed in the Current Report on Form 8-K filed by Faraday Future Intelligent Electric Inc. (the “Company”)
with the Securities and Exchange Commission (the “SEC”) on October 14, 2026, as amended by Amendment No. 1 thereto filed
on October 15, 2026 (the “Signing Form 8-K”), on October 12, 2026, the Company entered into a Transaction Agreement (the
“Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company and subsidiary of the Company (the
“Cayman Seller” and, together with the Company, the “Seller Parties”), FF EAI Robotics Ecosystem Inc. (“FFR”),
FF EAI Robotics Inc., a California corporation wholly owned by the Cayman Seller (“FF Robotics”), and FFR Acquisition Sub
LLC, a Delaware limited liability company and wholly owned subsidiary of FFR (“Merger Sub”), pursuant to which the Company
agreed to sell its robotics business (the “Robotics Business”) to FFR.
On
October 23, 2026 (the “Closing Date”), the Seller Parties completed the sale of the Robotics Business to FFR pursuant to
the Transaction Agreement (the “Closing”). Prior to the Closing, the Seller Parties and FF Robotics completed an internal
restructuring pursuant to which the Robotics Business, and all assets, intellectual property, data, contracts, employees and liabilities
related thereto, were contributed to FF Robotics and its subsidiaries from various other subsidiaries of the seller Parties. At the Closing,
FFR acquired from the Cayman Seller all of the issued and outstanding shares of FF Robotics (the “Equity Exchange”) and,
immediately thereafter, FF Robotics merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of FFR (the
“Merger” and, together with the Equity Exchange and the other transactions contemplated by the Transaction Agreement, the
“Transactions”). The parties intend that the Equity Exchange and the Merger, taken together, qualify as a “reorganization”
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
As,
FFR was controlled by the Company prior to the Closing, the Transactions constituted related-party transactions. Yueting Jia, the Chief
Executive Officer of the Company, and Jiawei Wang, the Global Executive Chairman of the Company, are parties to the Support Agreement
(as defined below) and A&R Lead Investor Agreement (as defined below), and, as a condition to the Closing, entered into employment
agreements with FF Robotics. The Transaction Agreement and the Transactions were approved by the Company’s board of directors upon
the recommendation of a special committee of independent and disinterested directors of the Company’s board of directors, and by
FFR’s board of directors upon the recommendation of the special committee of independent directors of the board of directors of
FFR (the “FFR Special Committee”), following receipt by the FFR Special Committee of a fairness opinion from its financial
advisor.
Consideration
The
aggregate consideration paid by FFR (the “Purchase Price”) was $200,000,000, multiplied by one minus the quotient of (i)
the number of shares of FF Robotics common stock issuable upon exercise of outstanding options to purchase shares of FF Robotics common
stock (the “FF Robotics Options”) divided by (ii) the aggregate number of shares of FF Robotics common stock outstanding
immediately prior to the Closing, calculated on a fully diluted basis. At the Closing, FFR issued to the Cayman Seller 1,315,313 shares
of common stock of FFR, par value $0.001 per share (“FFR Common Stock”), and 65,475 shares of a newly designated series of
non-voting convertible preferred stock of FFR, par value $0.001 per share (“FFR Preferred Stock” and, together with such
FFR Common Stock, the “Purchaser Stock Consideration”). The aggregate number of shares of FFR Common Stock represented by
the Purchaser Stock Consideration, which is 66,790,313 shares on an as-converted basis, equals the Purchase Price divided by $2.246.
Each share of FFR Preferred Stock is convertible into 1,000 shares of FFR Common Stock and carries no discount, interest, preferential
dividend, redemption right or other special economic rights.
Page 1
At
the effective time of the Merger, each outstanding FF Robotics Option was assumed by FFR and converted into an option to purchase FFR
Common Stock at an exchange ratio of 0.89, on the same vesting and other terms. FFR has agreed to file a registration statement on Form
S-8 covering the shares of FFR Common Stock issuable upon exercise of such assumed options.
No
FFR Preferred Stock will be convertible into FFR Common Stock, and no voting rights arising from such conversion may be exercised, unless
and until FFR’s stockholders approve the issuance of the Purchaser Stock Consideration and the FFR Common Stock issuable upon conversion
of the FFR Preferred Stock, and any related amendment to FFR’s certificate of incorporation, as required by applicable Nasdaq Listing
Rules, including Rules 5635(a), (b) and (d) (the “FFR Stockholder Approval”). FFR has agreed to file a proxy statement and
to call and hold a special meeting of its stockholders to seek the FFR Stockholder Approval as promptly as practicable following the
Closing. FFR has also agreed, upon request made after the first anniversary of the Closing, to file a resale registration statement covering
the FFR Common Stock issued as, or issuable upon conversion of, the Purchaser Stock Consideration.
Support
Agreement
As
previously disclosed in the Signing Form 8-K, concurrently with the execution of the Transaction Agreement, the Company, Yueting Jia
and Jiawei Wang entered into a Support Agreement with FFR (the “Support Agreement”), pursuant to which each such stockholder
agreed to vote, or act by written consent with respect to, all shares of FFR capital stock beneficially owned by it or him in favor of
the proposals constituting the FFR Stockholder Approval and against any competing or inconsistent proposal, and not to transfer such
shares, subject to limited exceptions. The Support Agreement terminates upon the earlier of receipt of the FFR Stockholder Approval and
the termination of the Transaction Agreement.
Lock-up
Agreement
As
previously disclosed in the Signing Form 8-K, each of the Seller Parties entered into a lock-up agreement with FFR, effective as of October
23, 2026 (the “Lock-up Agreement”). Under the Lock-up Agreement, each Seller Party has agreed that, without the prior written
consent of the FFR Special Committee, it will not, for a period of 18 months following the Closing, offer, sell, pledge, hedge or otherwise
dispose of any of the Purchaser Stock Consideration (as defined in Item 2.01 below), including any FFR Common Stock (as defined in Item
2.01 below) issuable upon conversion of the FFR Preferred Stock (as defined in Item 2.01 below), subject to customary exceptions, including
bona fide pledges in financing transactions.
Amended
and Restated Lead Investor Agreement
As
previously disclosed in the Signing Form 8-K, concurrently with the execution of the Transaction Agreement, the Company entered into
an Amended and Restated Lead Investor Agreement with FFR, FF Global Partners LLC (“FFGP”), Yueting Jia and Jiawei Wang, effective
as of October 23, 2026 (the “A&R Lead Investor Agreement”), which amends and restates the Lead Investor Agreement, dated
September 19, 2025, between the Company and FFR. Pursuant to the A&R Lead Investor Agreement, the Company has assigned to FFGP its
rights as “Lead Investor,” and each of the Company, Mr. Jia and Mr. Wang has granted FFGP a proxy to vote all of its or his
shares of FFR capital stock, such that FFGP holds more than 50% of the voting power for the election of FFR’s directors and FFR
qualifies as a “controlled company” under Nasdaq rules.
The
A&R Lead Investor Agreement fixes the size of FFR’s board of directors at seven directors and grants FFGP the right to designate
four directors, constituting a majority of the board, and the chairperson of the board, until the group members have ceased to beneficially
own at least 25% of the shares of FFR Common Stock beneficially owned by the Company as of the signing date for 365 consecutive days,
and thereafter a proportional number of directors (but not less than one). The A&R Lead Investor Agreement also provides FFGP with,
among other things, committee representation rights, approval rights over the appointment and removal of FFR’s chairperson and
chief executive officer, consent rights over certain dilutive or Nasdaq Listing Rule 5635-triggering issuances and other specified actions,
participation rights in future financings and a top-up right to maintain the group’s voting percentage.
Page 2
Intellectual
Property Assignment Agreement
In
connection with the Closing, the Company, Faraday&Future Inc., a California corporation and indirect wholly owned subsidiary of the
Company (“FF Inc.”), and FF AI-Robotics Inc., a Delaware corporation and wholly-owned subsidiary of FF Robotics (“FF
AI-Robotics”), entered into an Intellectual Property Assignment Agreement (the “IP Assignment Agreement”) pursuant
to which FF Inc. irrevocably assigned to FF AI-Robotics all intellectual property rights used or held for use exclusively in the Robotics
Business or the robotics products related thereto.
Common
Technology License Agreement
Concurrently
with the IP Assignment Agreement, the Company, FF Inc. and FF AI-Robotics entered into a Common Technology License Agreement (the “Common
Technology License Agreement”) pursuant to which FF Inc. licensed, on a perpetual, irrevocable, worldwide and royalty-free basis,
to FF AI-Robotics certain software, technology, and other works owned by FF Inc. or its affiliates that are used in or developed for
use in the robotics products related to the Robotics Business but are not used exclusively in the Robotics Business (the “Common
Technology”). FF Inc. will retain ownership of the Common Technology and may continue to use and exploit such Common Technology,
subject to the non-competition provisions of the Transaction Agreement.
Post-Closing
Obligations
For
two years following the Closing, the Seller Parties have agreed not to engage in, or solicit employees or customers in connection with,
any business competitive with the Robotics Business, subject to certain exceptions for the Company’s electric vehicle business
and related activities that do not involve robotics. From and after the Closing, the Seller Parties have agreed to jointly and severally
indemnify FFR and its affiliates for breaches of the Seller Parties’ representations, warranties and covenants and for pre-Closing
taxes, subject to the survival periods and caps specified in the Transaction Agreement. At FFR’s election, such indemnification
amounts may be satisfied by the surrender of shares of FFR Common Stock or FFR Preferred Stock. FFR has agreed to indemnify the Seller
Parties for breaches of FFR’s representations, warranties and covenants, subject to the caps specified in the Transaction Agreement.
As disclosed in the Signing Form 8-K, the Company shall continue to provide services to FF Robotics under the Transition Services Agreement,
effective as of October 1, 2026, between the Company and FF Robotics (the “Transition Services Agreement”).
The
foregoing descriptions of the Transaction Agreement, the form of Lock-up Agreement, the Support Agreement, the A&R Lead Investor
Agreement, and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of the documents, copies of which were filed as Exhibits 2.1, 10.1, 10.2, 10.3, and 10.4, respectively, to the Signing Form
8-K, each of which is incorporated herein by reference. The foregoing descriptions of the Intellectual Property Assignment Agreement
and Common Technology License Agreement do not purport to be complete and are qualified in their entirety by reference to the full text
of the documents, copies of which were filed as Exhibits 10.5 and 10.6, respectively, to this Current Report on Form 8-K, each of which
is incorporated herein by reference.
Page 3
Item
7.01 Regulation FD Disclosure.
On
October 26, 2026, the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
October 26, 2026, Jiawei Wang, the Global Executive Chairman of the Company, gave a presentation on behalf of both the Company and FFR
to certain investors regarding the Transactions and the Robotics Business. The slide deck in connection with such presentation is furnished
hereto as Exhibit 99.3 and is incorporated herein by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro forma Financial Information.
The
pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment on or prior to the date this Current
Report on Form 8-K is required be filed with respect to Item 2.01.
(d)
Exhibits.
Exhibit
No.
Description
2.1*
Transaction
Agreement, dated as of October 12, 2026, by and among Faraday Future Intelligent Electric Inc., Smart Technology Holdings Ltd., FF
EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC and FF EAI Robotics Inc. (incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the SEC on October 14, 2026)
10.1
Form
of Lock-up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on October 14, 2026)
10.2
Support
Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., Faraday Future Intelligent Electric Inc., Yueting
Jia and Jiawei Wang (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC
on October 14, 2026)
10.3*
Amended
and Restated Lead Investor Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., FF Global Partners
LLC, Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang (incorporated by reference to Exhibit 10.3 to the Company’s
Current Report on Form 8-K filed with the SEC on October 14, 2026)
10.4*
Transition
Services Agreement, effective as of October 1, 2026, by and between Faraday Future Intelligent Electric Inc. and FF EAI Robotics
Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 14,
2026)
10.5*
Intellectual
Property Assignment Agreement, dated as of October 23, 2026, by and among Faraday Future Intelligent Electric Inc., Faraday&Future
Inc. and FF AI-Robotics Inc.
10.6*
Common
Technology License Agreement, dated as of October 23, 2026, by and among Faraday Future Intelligent Electric Inc., Faraday&Future
Inc. and FF AI-Robotics Inc.
99.1
Press
Release, dated October 26, 2026
99.2
Investor
Presentation Slide Deck
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
* Certain
schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the SEC upon request.
Page 4
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.
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer
Date:
October 26, 2026
Page 5
EX-10.5 — INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, DATED AS OF OCTOBER 23, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC., FARADAY&FUTURE INC. AND FF AI-ROBOTICS INC
EX-10.5
Filename: ea030960701ex10-5.htm · Sequence: 2
Exhibit 10.5
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Intellectual Property Assignment Agreement
(this “Agreement”), dated as of October 23, 2026 (the “Effective Date”), is entered into by and
among Faraday Future Intelligent Electric Inc. (“FFAI”), Faraday&Future Inc., a California corporation (“Assignor”)
and FF AI-Robotics Inc., a Delaware corporation (“Assignee”).
WHEREAS, FFAI, Smart Technology Holdings
Ltd., FF EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC, and FF EAI Robotics Inc. (the “Company”) are parties
to that certain Transaction Agreement, dated as of October 12, 2026 (the “Transaction Agreement”), pursuant to which,
among other things, the Robotics Business (such term as defined in the Transaction Agreement), and all assets, intellectual property,
data, contracts, employees, and liabilities related thereto, are to be contributed to the Company and its Subsidiaries in the Internal
Restructuring (such term as defined in the Transaction Agreement) prior to the Closing (such term as defined in the Transaction Agreement);
WHEREAS, Assignor is an indirect wholly
owned subsidiary of FFAI and owns certain intellectual property rights used exclusively in the Robotics Business;
WHEREAS, Assignee is a wholly owned subsidiary
of the Company, and, as part of the Internal Restructuring, Assignee intends to hold such intellectual property rights; and
WHEREAS, Assignor desires to assign, and
Assignee desires to accept, such intellectual property rights; and the parties have agreed to execute and deliver this Agreement, including
for recording with the United States Patent and Trademark Office and corresponding entities or agencies in any jurisdiction.
NOW, THEREFORE, in consideration of the
mutual covenants, terms and conditions set forth, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree:
1. Definitions.
All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Transaction Agreement.
As used herein, “Effective Date” means the date first written above, which shall be a date prior to the consummation of the
Equity Exchange on the Closing Date.
2. Assignment.
Effective as of the Effective Date, Assignor hereby irrevocably conveys, transfers, and assigns to Assignee, and FFAI hereby irrevocably
causes to be conveyed, transferred and assigned to Assignee, and Assignee hereby accepts, all of such rights, titles, and interests in
and to the following intellectual property rights (the “Assigned IPs”) as part of the Internal Restructuring and for
no additional consideration or payment:
a. all
Intellectual Property Rights that are used or held for use exclusively in the Robotics Business or the Robotics Products, including,
but not limited to (i) the Company-Owned IP Rights to the extent owned by Assignor, FFAI or their respective Affiliates, (ii) the
Patents listed on Schedule 1, (iii) the Marks listed or described on Schedule 2, together with the goodwill of the
business connected with the use of, and symbolized by, such Marks, (iv) the Copyrights listed or described on Schedule 3, (v)
the domain names listed on Schedule 4, and (vi) the Software, data, Trade Secrets, know-how, and other technology listed or
described on Schedule 5, in each case whether registered or unregistered and together with all related documentation and
source code (collectively, the “Robotics IPs”), but excluding the Common Technology (such term as defined in that
certain Common Technology License Agreement to be entered into by and among FFAI, Assignor and Assignee concurrently with this
Agreement), which is licensed and not assigned; and
b. all
rights of any kind whatsoever accruing under any of the Robotics IPs provided by applicable Law of any jurisdiction, by international
treaties and conventions, and otherwise throughout the world, including all rights of priority and the right to file applications for
registration;
c. any
and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable regarding all of the foregoing; and
d. any
and all claims and causes of action, regarding any of the foregoing, whether accruing before, on, or after the date hereof, including
all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement,
dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable
relief and to collect, or otherwise recover, any such damages.
3. Recordation
and Further Actions. Assignor authorizes the United States Patent and Trademark Office and the officials of corresponding entities
or agencies in any jurisdictions to record and register this Agreement upon request by Assignee or any of its Affiliates. Following the
Effective Date, upon Assignee’s reasonable request, and at Assignor’s sole cost and expense, FFAI and Assignor shall, and
shall cause their respective Affiliates to, take such steps and actions, and provide such cooperation and assistance to Assignee and its
successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits,
assignments, powers of attorney, or other documents, as may be reasonably necessary to effect, evidence, or perfect the assignment of
the Assigned IPs to Assignee, or any assignee or successor thereto. FFAI and Assignor shall, on the Effective Date, deliver to Assignee
all source code, documentation and other embodiments of the Assigned IPs in Assignor’s or its Affiliates’ possession or control,
provide access to the Assigned IPs in the relevant repositories, and take the steps necessary to transfer control of the assigned domain
names to Assignee.
2
4. Additional
Assigned IPs. If, at any time after the Effective Date, FFAI, Assignor or any of their respective Affiliates is found to own any Intellectual
Property Rights that are used or held for use exclusively in the Robotics Business or the Robotics Products and that have not been assigned
on the Effective Date, FFAI and Assignor shall, and shall cause their respective Affiliates to, promptly assign those Intellectual Property
Rights to Assignee (or to another Target Company designated by Assignee) for no additional consideration or payment, consistent with Section
8.7 (Further Transfers) of the Transaction Agreement. This Section does not apply to the Common Technology.
5. Power
of Attorney. Assignor, and to the extent applicable, FFAI and its Affiliates, irrevocably appoint Assignee as their attorney-in-fact,
coupled with an interest, solely to execute and file any document needed to record, perfect, or evidence the assignment of the Assigned
IPs if Assignor fails to do so within ten (10) Business Days after Assignee’s written request.
6. Terms
of the Transaction Agreement. The parties hereto acknowledge and agree this Agreement is entered into pursuant to the Transaction
Agreement as part of the Internal Restructuring, to which reference is made for a further statement of the rights and obligations of the
parties and their Affiliates regarding the Assigned IPs. The representations, warranties, covenants, agreements, and indemnities in the
Transaction Agreement will not be superseded hereby but will remain in full force and effect to the full extent provided therein. If any
conflict or inconsistency occurs between the Transaction Agreement and the terms hereof, the Transaction Agreement shall govern.
7. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
8. Successors
and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors
and assigns. The Purchaser and, from and after the Effective Time, the Surviving Company are intended third-party beneficiaries of this
Agreement and may enforce it; there are no other third-party beneficiaries.
9. Governing
Law; Dispute Resolution. The provisions of sections 12.1 and 12.5 of the Transaction Agreement are incorporated herein by reference,
mutatis mutandis.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
FFAI
Faraday Future Intelligent Electric Inc.
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer
Assignor
Assignee
Faraday&Future Inc.
FF AI-Robotics Inc.
By:
/s/ Koti Meka
By:
/s/ Chris Chen
Name:
Koti Meka
Name:
Chris Chen
Title:
Chief Financial Officer
Title:
Chief Executive Officer
4
SCHEDULE 1
ASSIGNED PATENTS AND PATENT APPLICATIONS
5
SCHEDULE 2
TRADEMARKS
6
SCHEDULE 3
COPYRIGHTS
7
SCHEDULE 4
DOMAIN NAMES
8
SCHEDULE 5
SOFTWARE, DATA, TRADE SECRETS AND OTHER TECHNOLOGY
9
EX-10.6 — COMMON TECHNOLOGY LICENSE AGREEMENT, DATED AS OF OCTOBER 23, 2026, BY AND AMONG FARADAY FUTURE INTELLIGENT ELECTRIC INC., FARADAY&FUTURE INC. AND FF AI-ROBOTICS INC
EX-10.6
Filename: ea030960701ex10-6.htm · Sequence: 3
Exhibit 10.6
COMMON TECHNOLOGY LICENSE AGREEMENT
This Common Technology License Agreement
(this “Agreement”) is entered into as of October 23, 2026 and effective as of the Closing (the “Effective
Date”) by and among Faraday Future Intelligent Electric Inc. (“FFAI”), Faraday&Future Inc., a corporation
incorporated under the Laws of the State of California, with its principal place of business at 1990 E. Grand Ave., El Segundo, CA, 90245
(“Licensor”), and FF AI-Robotics Inc., a corporation incorporated under the Laws of the State of Delaware with its
principal place of business at 1990 E. Grand Ave., El Segundo, CA, 90245 (“Licensee”). FFAI, Licensor and Licensee
are each a “Party” and together the “Parties.”
Recitals
A. FFAI,
Smart Technology Holdings Ltd., FF EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC, and FF EAI Robotics Inc. (the “Company”)
are parties to that certain Transaction Agreement, dated as of October 12, 2026 (the “Transaction Agreement”), pursuant
to which, among other things, the Robotics Business (such term as defined in the Transaction Agreement), and all assets, intellectual
property, data, contracts, employees, and liabilities related thereto, are to be contributed to the Company and its Subsidiaries in the
Internal Restructuring (such term as defined in the Transaction Agreement) prior to the Closing (such term as defined in the Transaction
Agreement);
B. FFAI,
through its subsidiaries, designs, manufactures, and sells vehicle products and, through the Robotics Business, designs, manufactures,
and sells Robotics Products (such term as defined in the Transaction Agreement).
C. Licensor’s
engineers have developed software and technology used in the Robotics Business and other businesses (the “Common Technology”).
Licensor shall retain ownership of that Common Technology, and Licensee requires a license to use it in Robotics Products.
NOW, THEREFORE, in consideration of the
premises and of the mutual representations, warranties and covenants herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions
a.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control
with a Party, where “control” means ownership of more than 50% of the voting interests or the power to direct management
and policies. Notwithstanding the foregoing or the direct or indirect ownership or control of any member of the Licensee Group by
FFAI or any of its Affiliates, for purpose of this Agreement, (i) Licensee, the Purchaser, the Company (and, after the Effective
Time, the Surviving Company), and their respective subsidiaries (the “Licensee Group”) shall not be deemed to be
Affiliates of Licensor, and (ii) Licensors and their Affiliates (other than members of the Licensee Group) shall not be deemed to be
Affiliates of Licensee.
b. “Business”
means the business of designing, developing, manufacturing, having manufactured, testing, maintaining, supporting, marketing, selling,
leasing, importing, exporting, and otherwise commercializing Robotics Products, as conducted by Target Companies as of and after the Closing
Date and as it may evolve.
c. “Closing
Date” has the meaning given in the Transaction Agreement.
d. “Common
Technology” means all Software, technology, inventions, designs, algorithms, specifications, schematics, know-how, data, and
other works of authorship (collectively, “Technology”) that (i) are or will be owned by Licensor or its Affiliates,
(ii) were, are or will be used in or developed for use in the Robotics Products, and (iii) are not Robotics Products Technology.
e. “Derivative
Works” means any modification, enhancement, improvement, adaptation, translation, port, or other derivative work of the Common
Technology, including anything that is a “derivative work” under applicable copyright law.
f. “Documentation”
means all manuals, specifications, comments, design files, build instructions, and other materials describing the Common Technology.
g. “Field
of Use” means the Business, including Robotics Products and all versions, models, successors, upgrades, variants, and derivatives
of Robotics Products, and all products, services, and systems that are substantially similar in function to Robotics Products or that
replace or supplement it. The Field of Use excludes Vehicle Products and any product that is substantially similar in function to Vehicle
Products and is not a Robotics Products Derivative.
h. “Intellectual
Property Rights” means all rights worldwide in patents, copyrights, mask works, trade secrets, know-how, software, database
rights, industrial designs, and all other intellectual property, including registrations, applications, renewals, and extensions. It excludes
trademarks, trade names, and logos.
i. “IP
Assignment Agreement” means that certain Intellectual Property Assignment Agreement to be entered into by and among FFAI, Licensor,
as assignor, and Licensee, as assignee, concurrently with this Agreement.
j. “Robotics
Products” has the meaning given in the Transaction Agreement, and includes all versions, models, successors, and derivatives
thereof.
k.
“Robotics Products Technology” means all of Technology used or held for use exclusively in the Robotics Business
or Robotics Products, which is assigned to Licensee under the IP Assignment Agreement, including the items listed on Schedule 1 and
all associated Intellectual Property Rights, Documentation, and Source Code.
2
l. “Software”
means computer programs in Source Code and object code form, firmware, libraries, APIs, scripts, tools, and related files.
m. “Source
Code” means human-readable software code, together with build tools, scripts, and comments reasonably necessary to compile and
maintain it.
n. “Robotics
Products Derivative” means any version, model, successor, upgrade, variant, or derivative of any Robotics Product.
o. “Vehicle
Products” means the FF91 model vehicle, the SuperOne model vehicle, and all versions, models, successors, derivatives, any and
all related vehicle technology, and future models that reasonably qualify as a vehicle.
p. Other
Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings given in the Transaction Agreement.
2. License
Grant
a. Grant.
Licensor, on behalf of itself and its Affiliates, hereby grants, and agrees to grant, and FFAI shall cause Licensor and FFAI’s applicable
Affiliates, to grant and agree to grant, to Licensee and its Affiliates a exclusive (including as to Licensor and its Affiliates), perpetual,
irrevocable, worldwide, royalty-free, fully paid-up license, under all of such Licensor’s and its Affiliates’ Intellectual
Property Rights in the Common Technology, to do the following solely within the Field of Use:
i. use,
copy, reproduce, install, compile, execute, disclose, display, and perform the Common Technology;
ii. modify,
maintain, support, and create Derivative Works of the Common Technology;
iii. make,
have made, use, sell, offer for sale, lease, import, export, and otherwise commercialize products and services incorporating or using
the Common Technology or Derivative Works; and
iv. distribute
and sublicense the Common Technology and Derivative Works as incorporated in or with products and services in the Field of Use in accordance
with Section 2.c.
b. Source
Code. Licensor shall, and FFAI shall cause Licensor and FFAI’s applicable Affiliates to, make available and deliver the Source
Code and Documentation for the Common Technology to Licensee within 30 days after the Closing Date through a method agreed by the
Parties. Licensee may use the Source Code for all purposes permitted under Section 2.a. Licensee shall protect the Source Code under
Section 7.
3
c. Sublicensing.
Licensee may grant sublicenses with respect to the license granted in accordance with Section 2.a to:
i. its
Affiliates;
ii. contractors,
manufacturers, suppliers, and service providers solely to perform services for Licensee in the Field of Use;
iii. distributors,
resellers, and channel partners, solely to market and distribute products in the Field of Use; and
iv. customers
and end users, in object code form only, solely to use products and services in the Field of Use.
Licensee may not grant any sublicense
to the Source Code except under clause (i) or (ii) of this Section 2.c.
Licensee shall be responsible for any
sublicensee’s breach of this Agreement.
d. Reservation
of Rights; Licensor Retained Ownership. As between the Parties, Licensor retains all right, title, and interest in the Common Technology,
subject only to the license granted here. Licensor and its Affiliates may use, license, modify, and exploit the Common Technology for
any purpose, including Vehicle Products and any other product, subject to Section 2.f and Article VI (Noncompetition and Nonsolicitation)
of the Transaction Agreement. No rights are granted by implication, estoppel, or otherwise except as expressly stated.
e. Omitted
Items. If either Party identifies any Technology that qualifies as “Common Technology” but is not listed on Schedule 1, it
shall be deemed as Common Technology and subject to the license under Section 2.a, and Schedule 1 shall be updated automatically to reflect
inclusion of such Technology without further consent or action of any Party.
f. Licensor
Covenant; No Impairment. Licensor shall not, and FFAI shall cause Licensor and FFAI’s applicable Affiliates not to, assign, license,
encumber, or otherwise dispose of any rights in the Common Technology except subject to this Agreement and Licensee’s rights under
it.
g. Consideration.
The Parties acknowledge that the license is granted in consideration of the mutual promises herein and the Purchase Price payable under
the Transaction Agreement and the other covenants in the Transaction Documents, and that no separate royalty or fee is owed.
h. Affiliate
Compliance. FFAI and Licensor shall cause each of its Affiliates that owns or controls any Intellectual Property Rights in the Common
Technology to comply with this Agreement as if it were Licensor, and FFAI and Licensor shall responsible for any breach of this Agreement
by any such Affiliate.
4
3. Ownership
of Modifications
a. Licensee
Derivative Works. Subject to Licensor’s underlying rights in the Common Technology, Licensee shall own all Derivative Works made
by or for Licensee and all Intellectual Property Rights in the new, original contributions embodied in them (“Licensee Improvements”).
Licensee’s ownership does not extend to the underlying Common Technology.
b. Licensor
Derivative Works. Licensor shall own Derivative Works made by or for Licensor and its Affiliates, and Licensee shall own those made by
Licensee. Neither Party is required to share its Derivative Works with the other except as stated in Section 3.c.
c. Grant-Back.
Licensee grants Licensor and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use Licensee Improvements
that are modifications of Common Technology solely for Vehicle Products and its successors and derivatives. Notwithstanding anything herein
to the contrary, Licensee is not required to deliver Source Code of Licensee Improvements unless Licensor requests it in writing, and
any such delivery (and any other access by Licensor or its Affiliates to Licensee Improvements or other non-public technical information
of the Target Companies) is subject to Section 2.10.1 of the Transaction Agreement and applicable export control Laws.
4. Restrictions
a. Licensee
shall not use the Common Technology outside the Field of Use, including in Vehicle Products or any product that is substantially similar
in function to Vehicle Products and is not a Robotics Products Derivative, except as the Parties agree in writing.
b. Licensee
shall not sell, assign, or transfer the Common Technology as a stand-alone product, or license it other than as part of products and services
in the Field of Use, except as permitted in Section 10.
c. Licensee
shall not remove or alter copyright, patent, or proprietary rights notices in the Common Technology.
5. Delivery,
Maintenance, and Support
a. Licensor is
not obligated to provide maintenance, support, updates, or enhancements for the Common Technology, except as described in the
Transition Service Agreement (as defined in the Transaction Agreement), to the extent services relating to the Common Technology are
provided under it.
b. Licensor
shall promptly deliver to Licensee, for one (1) year after the Closing Date, any bug fix or security patch that Licensor creates for the
Common Technology and makes generally available for Vehicle Products, and such fix or patch is deemed part of the Common Technology.
5
6. Third-Party
and Open Source Components
Schedule 2 lists, to the Knowledge of
the Seller Parties as of the Effective Date, (a) third-party Software and technology incorporated in the Common Technology and (b) open
source Software incorporated in the Common Technology, with applicable license terms.
7. Confidentiality
a. The
Source Code, non-public Documentation, and non-public technical information regarding the Common Technology are confidential information
of Licensor. Licensee, as the receiving party, shall hold Licensor’s Confidential Information in confidence using at least the same
care it uses for its own similar information (and no less than reasonable care), shall use it only as permitted by this Agreement, and
shall disclose it only to officers, directors, employees, professional advisors contractors, and sublicensees who need to know and are
bound by written confidentiality obligations at least as protective as this Section.
b. Confidential
information excludes information that (i) is or becomes public other than through breach; (ii) was lawfully known to the receiving party
without restriction before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed
without use of Confidential Information. The receiving party may disclose Confidential Information as required by applicable law, court
order, or the rules of the U.S. Securities and Exchange Commission or any stock exchange on which the Receiving Party or any of its Affiliates
is listed (including by filing this Agreement as an exhibit to a periodic or current report) after giving prompt notice, where lawful,
so the disclosing Party can seek protective treatment.
c. Licensor
shall also hold in confidence all Licensee Improvements and other non-public technical information of Licensee, and shall use it only
as permitted by this Agreement.
d. The
obligations under this Section 7 shall continue for five (5) years after the Effective Date and, for Source Code and trade secrets, for
as long as the information remains a trade secret under applicable Law.
8. Representations
and Warranties
a. Mutual.
Each Party represents that it has full power and authority to enter into and perform this Agreement and that this Agreement is a valid
and binding obligation enforceable against it.
b. Licensor.
Licensor represents that, as of the Effective Date: (i) Licensor or its Affiliates own the Common Technology (excluding third-party and
open source components identified on Schedule 2) free and clear of all Liens other than Permitted Liens and have the right to grant the
licenses granted here; and (ii) Licensor has not granted and shall not grant any right in the Common Technology that conflicts with this
Agreement.
c. DISCLAIMER.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR THE TRANSACTION AGREEMENT, THE COMMON TECHNOLOGY IS LICENSED “AS IS,” AND
EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6
9. Assignment;
Change of Control
a. Licensee
may assign this Agreement, in whole but not in part, without Licensor’s consent, to (i) an Affiliate, or (ii) a successor to all
or substantially all of the Business (whether by merger, sale of assets or equity, or otherwise), provided the assignee shall assumes
Licensee’s obligations in writing and be bound by this Agreement.
b. Except
as otherwise provided in this Section 9, no Party may not assign this Agreement without the other Party’s prior written consent.
10. Enforcement
of Intellectual Property
a. Licensor
has the first right, but not the obligation, to prosecute, maintain, and enforce its Intellectual Property Rights in the Common Technology,
at its own expense, and shall keep Licensee reasonably informed. Licensor shall not abandon or allow the lapse of any patent or registration
in the Common Technology without 60 days’ prior notice to Licensee, and Licensee may assume maintenance at its own expense.
b. If
a third party infringes the Common Technology in the Field of Use, Licensee may request that Licensor enforce; if Licensor does not act
within 30 days, Licensee may enforce in the Field of Use at its expense, and Licensor may join as a necessary party at its own costs.
Any settlement affecting the validity of Licensor’s rights shall require Licensor’s consent.
11. Term
and Termination
a. Term.
This Agreement and the license granted herein shall continue in perpetuity.
b. Irrevocability.
The license granted herein may not be terminated or rescinded for any reason, including breach.
c. Bankruptcy.
All rights and licenses granted under this Agreement are licenses of “intellectual property” for purposes of Section 365(n)
of the U.S. Bankruptcy Code. If Licensor becomes subject to bankruptcy proceedings, Licensee may retain and fully exercise its rights
under this Agreement.
12. Further
Assurances; Interaction with Transaction Agreement
a. Each
Party shall execute documents and take further actions reasonably requested to carry out this Agreement, including recordable short-form
licenses.
b. This
Agreement is entered into in connection with the Transaction Agreement. In the event of conflict, this Agreement controls as to the license
and use of the Common Technology, and the Transaction Agreement controls in all other respects. This Agreement is a Transaction Document
for purposes of the Transaction Agreement and is one of the Intellectual Property License Agreements referred to in Section 3.7.4 of the
Transaction Agreement.
7
13. Governing
Law; Dispute Resolution
a. The
provisions of sections 12.1 and 12.5 of the Transaction Agreement are incorporated herein by reference, mutatis mutandis.
b. Each
Party acknowledges that any breach of this Agreement would cause irreparable harm, and the non-breaching Party may seek injunctive relief
without posting bond, in addition to other remedies.
14. General
a. Notices.
Notices must be in writing and delivered by hand, nationally recognized courier, or email with confirmation, to the addresses on the signature
page (or as updated by notice).
b. Entire
Agreement; Amendment; Waiver. This Agreement (with its Schedules), the IP Assignment Agreement, and the Transaction Agreement are the
entire agreement on this subject and supersede prior discussions. Amendments and waivers must be in writing and signed by the Parties.
c. Severability.
If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the rest of the Agreement remains in
effect.
d. Export.
Each Party shall comply with applicable export control and sanctions laws in its use and distribution of the Common Technology.
e. Independent
Parties; No Third-Party Beneficiaries. The Parties are independent contractors. Except for Affiliates and indemnified persons, there are
no third-party beneficiaries.
f. Counterparts.
This Agreement may be executed in counterparts, including by electronic signature.
g. Taxes.
Each Party bears its own taxes. The Parties intend that no transfer, sales, or use taxes arise from the license, which is granted as part
of the consideration under the Transaction Agreement.
(signature page follows)
8
IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the Effective Date.
FFAI
Faraday Future Intelligent Electric Inc.
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer
Notice address: 1990 E. Grand Ave., El Segundo, CA 90245
Email:
Koti.Meka@ff.com
Licensor
Licensee
Faraday&Future Inc.
FF AI-Robotics Inc.
By:
/s/ Koti Meka
By:
/s/ Chris Chen
Name:
Koti Meka
Name:
Chris Chen
Title:
Chief Financial Officer
Title:
Chief Executive Officer
Notice address: 1990 E. Grand Ave., El Segundo, CA 90245
Notice address: 1990 E. Grand Ave., El Segundo, CA 90245
Email:
Koti.Meka@ff.com
Email:
Chris.Chen@ff.com
9
Schedule 1: Common Technology
10
Schedule 2: Third-Party and Open Source Components
11
EX-99.1 — PRESS RELEASE, DATED OCTOBER 26, 2026
EX-99.1
Filename: ea030960701ex99-1.htm · Sequence: 4
Exhibit
99.1
Faraday
Future Announces Completion of FF EAI Robotics Ecosystem’s (FFR) Acquisition of Faraday Future’s Robotics Business and Establishment
of a Nasdaq-Listed Humanoid and Bionic Robotics Platform
● FFR
expects October 2026 robot sales and shipments to exceed 300 units, setting a new monthly
record and bringing cumulative shipments to more than 1,100 units, while continuing to deliver
robots at a positive unit gross margin.
New
York, NY (October 26, 2026) -- Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF”
or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced the completion of FF EAI
Robotics Ecosystem Inc. (“FFR”) (NASDAQ: FFR), acquisition of FF’s robotics business, finalized on October 23, 2026.
Following the transaction, FFR will operate the robotics business and continue trading on Nasdaq under the ticker symbol “FFR.”
Faraday Future will continue trading on Nasdaq under the ticker symbol “FFAI.”
In
connection with the acquisition, FFR has appointed YT Jia as Chief Executive Officer, Jerry Wang as Executive Chairman, and Chen Shi
as Lead Independent Director. Mr. Jia will continue to serve as the Chief Executive Officer of Faraday Future and Mr. Wang will continue
to serve as the Global Executive Chairman of Faraday Future.
FFR
expects October 2026 robot sales and shipments to exceed 300 units, setting a new monthly record and bringing cumulative shipments to
more than 1,100 units, while continuing to deliver robots at a positive unit gross margin.
FFR
is also providing full-year 2026 guidance for the first time. The robotics Business currently expects 2026 robot sales and shipments
of approximately 2,000 robots, while continuing to deliver robots at a positive unit gross margin. Management believes that FFR’s
commercialization strategy, planned production ramp, and growing market opportunity position it to pursue sustainable growth and create
long-term value for stockholders.
“This
transaction represents a transformative milestone for both companies and reinforces our long-term vision to become a leader in the Embodied
AI era,” said YT Jia, Founder and Global Chief Executive Officer of Faraday Future. “Combining RoboShare’s capabilities
with a dedicated public-company platform for robotics positions us to accelerate technology development, AI innovation, and commercial
growth while expanding the adoption of intelligent robotic solutions across everyday commercial and industrial use cases. We believe
FFR’s full-stack robotics ecosystem creates a powerful platform to drive industry advancement, unlock new opportunities, and help
build the future of Physical AI.”
ABOUT
FARADAY FUTURE
Founded
in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to merging the future of robotics and mobility solutions
through AI innovation and technologies. Following the completion of the transfer of its robotics business to FF EAI Robotics Ecosystem
Inc. (FFR), Faraday Future is upgrading into a Robotaxi and EAI Cabin (Intelligent cabin) shared mobility operations company and a Physical
AI investment holding company. Evolving its automotive business from an EV manufacturer to a Robotaxi Sharing Network and AI Visicabin
technology operator. FF aims to advance its “Four Future Trends” concept, once again helping to drive automotive-industry
transformation. For more information, please visit Faraday Future’s official website: https://www.ffai.com/
ABOUT
FF EAI ROBOTICS ECOSYSTEM INC.
FF
EAI Robotics Ecosystem Inc. (NASDAQ: FFR) is a U.S.-based Embodied AI robotics company focused on the research and development, manufacturing,
commercialization and deployment of intelligent robotic technologies, products and industry solutions. FFR is building a “Four-Core
Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices,
Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms,
Multi-capabilities,” FFR aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while
continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle,
including R&D, deployment, data collection and training, operations, and commercial applications. FFR also operates RoboShare, a
robot-sharing and services platform.
FORWARD
LOOKING STATEMENTS
Forward-looking
statements regarding Faraday Future Intelligent Electric Inc. are subject to risks and uncertainties, including its ability to continue
as a going concern, improve its liquidity and financial position, obtain financing, execute its business strategy, commercialize products
and maintain compliance with Nasdaq listing requirements.
This
press release contains forward-looking statements regarding Faraday Future within the meaning of the Private Securities Litigation Reform
Act of 1995, including statements regarding the anticipated benefits of the transaction to Faraday Future and the value of its interest
in FFR. These statements are subject to risks and uncertainties, including those described under ‘Risk Factors’ in Faraday Future’s most
recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
All
statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements
regarding future events, Faraday Future’s strategy, the disposition of the robotics business, the projections referenced in this
communication and the anticipated benefits and timing of the foregoing, Faraday Future’s objectives, expectations, or anticipated
actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,”
“might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,”
“likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words
does not mean a statement is not forward-looking.
These
statements are based on current expectations, estimates and assumptions and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Such risks include the Faraday Future’s ability to achieve its business objectives,
obtain additional financing, maintain compliance with Nasdaq listing requirements, compete effectively, manage its liquidity position
and execute its strategic transition.
Additional
risks and uncertainties are described in Faraday Future’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and subsequent filings available at www.sec.gov. Forward-looking statements are
based on assumptions with respect to management’s future and current expectations are not guarantees and speak only as of the date
of this release. Except as required by applicable laws, Faraday Future undertakes no obligation to update these statements except as
required by law.
CONTACTS:
Investors
(English): ir@ff.com
Investors
(Chinese): cn-ir@faradayfuture.com
Media:
john.schilling@ff.com
EX-99.2 — INVESTOR PRESENTATION SLIDE DECK
EX-99.2
Filename: ea030960701ex99-2.htm · Sequence: 5
Exhibit
99.2
Forward-Looking Statements This presentation, dated October 26, 2026, including any investor materials or other document of which it forms a part (this "Communication"), contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. ("FFR") and its industry, and Faraday Future Intelligent Electric Inc. ("FFAI") and its business. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, strategy, FFR's transition to robotics operations, FFR's plans for RoboShare, FFR's digital asset disposition plans, the completed acquisition by FFR of the FF EAI Robotics business from FFAI and FFAI's disposition thereof, the projections referenced in this communication, any related financing, and the anticipated benefits and effects of the foregoing, FFR's and FFAI's objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as "may," "might," "will," "shall," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "goal," "objective," "seeks," "likely," or "continue," or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. Neither FFR nor FFAI can give assurance that such forward-looking statements or financial projections will prove to be correct. No Offer or Solicitation This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to: The completed transaction. Risks relating to the completed acquisition of the FF EAI Robotics Business by FFR from FFAI include the issuance of a substantial number of shares as consideration and the resulting dilution; the issuance of non- voting preferred stock and the restrictions on its conversion; the fact that FFAI is FFR's controlling stockholder and the conflicts of interest inherent in the transaction; the effects of the amended and restated lead investor agreement, including the concentration of voting and governance rights in FF Global Partners LLC and the other group members, FFR's potential reliance on controlled-company exemptions and contractual limitations on certain corporate, governance and financing actions; FFR's dependence on FFAI for transition, supply and support following the closing; the scope and enforceability of the non-competition and governance arrangements entered into in connection with the transaction; the consequences of the transaction under Nasdaq listing rules, including the possibility that FFR must satisfy initial listing requirements in connection with a change of control or change in the nature of its business; FFR's ability to integrate and operate the acquired business; restrictions under Nasdaq Listing Rule 5635 on the number of shares of common stock FFR may issue before stockholder approval and completion of the Regulation 14C information statement process; reviews or requirements of the Committee on Foreign Investment in the United States and other regulatory authorities; export control, sanctions and supply-chain restrictions, including with respect to suppliers in, and persons with remote access located in, the People's Republic of China; the DOJ Data Security Program rule and other restrictions on sensitive personal data; FFR's and FFAI's dependence on key personnel, including Yueting Jia and Jiawei Wang; the extent of revenue derived from related parties; and the substantial funding required by the acquired business, which materially exceeds the anticipated proceeds of the PIPE financing; and the risk that the acquired business performs differently than anticipated. Projections. The projections referenced in this communication were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including assumptions reflected in the business plan reviewed in connection with the transaction. Actual results are likely to differ and may differ materially. Liquidity, capital and going concern. FFR's limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding FFR's and FFAI's ability to continue as a going concern, as described in their respective periodic reports; FFR's and FFAI's need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing contemplated in connection with the transaction, which may not be completed or may be on less favorable terms than anticipated; FFR's ability to fund operations pending and following the disposition of its digital asset positions; and FFR's and FFAI's ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders' equity, minimum bid price and other applicable standards. FFR's strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in FFR's business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; FFR's ability to execute the disposition of FFR's digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind- down period; the concentration of a substantial portion of FFR's assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from FFR's relationships and agreements with related parties and significant stockholders, including FFAI.
Forward-Looking Statements (continued) FFR's robotics operations business. FFR's limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; FFR's dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; FFR's dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on its platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and FFR's ability to expand into additional markets and to attract and retain participants on both sides of its marketplace. FFAI's electric vehicle business. Tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; FFAI's ability to homologate FX vehicles for sale; FFAI's ability to secure the necessary funding to execute on the FX strategy, which is substantial; FFAI's limited operating history and the significant barriers to growth it faces; FFAI's ability to execute on its plans to develop and market its vehicles and the timing of these development programs; FFAI'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 FFAI's vehicles; FFAI's ability to cover future warranty claims; the success of other competing manufacturers; and the performance and security of FFAI's vehicles. Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of FFR's insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident. Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; FFR's and FFAI's collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data, including that captured in the course of FFR's robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which FFR and FFAI operate or intend to operate; FFR's and FFAI's ability to obtain, maintain, protect and enforce their respective intellectual property rights and to defend against third-party claims of infringement or misappropriation; and FFR's and FFAI's reliance on third-party technology, platforms and licenses. Legal, regulatory and general. The regulated industries and jurisdictions in which FFR and FFAI operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, electric vehicles, consumer protection, advertising and endorsements; the risk that FFR's or FFAI's marketplace arrangements, or the manner in which they are described, are characterized differently than the parties intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in FFR's and FFAI's industry; changes in market demand for, and the pricing of, FFR's products and services; FFR's and FFAI's ability to define, design and release new products and services in a timely manner that meet customer needs; FFR's and FFAI's ability to attract, retain and motivate qualified personnel, including key management; FFR's and FFAI's ability to manage their respective growth and transitions; and FFR's and FFAI's ability to maintain effective internal control over financial reporting and disclosure controls and procedures. This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in FFR's and FFAI's respective filings with the U.S. Securities and Exchange Commission (the "SEC"), including their Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and subsequent filings, which are available on the SEC's website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports. The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor FFAI nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR and FFAI reserve the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Non-GAAP Financial Measures This Communication includes EBITDA, contribution margin, unit gross margin and cumulative funding need, which are not measures prepared in accordance with U.S. GAAP. A reconciliation of projected non-GAAP measures is not provided because the reconciling items cannot be predicted without unreasonable efforts; such items could be significant. Industry and Third-Party Data Statements regarding market position and peer companies are based on the sources identified on the relevant slides, internal estimates and information published by third parties, which FFR and FFAI have not independently verified. Peer- company information, including that of private companies, is self-reported and may not be prepared on a basis comparable to FFR's or FFAI's. Oral Statements Oral forward-looking statements made in connection with this Communication are qualified by the cautionary statements herein and in FFR's and FFAI's SEC filings.
01 FFAI: A Physical AI Investment & Holding Platform Benchmarking Berkshire Hathaway — expanding across Physical AI through controlling stakes and M&A Analogy: Berkshire Hathaway vs. FFAI Berkshire Hathaway FFAI Core model Diversified: financial services & insurance, tech giants, manufacturing Focused solely on investment and M&A within Physical AI Management Controlling stakes with board- level governance Controlling stakes with board- level governance and operations Value creation Long-term holding Long-term holding Holding structure FFAI (Nasdaq: FFAI) Nasdaq: FFR (EAI Robotics) Controlled FF & FX (EAI Cabin, Robotaxi) Controlled Potential M&A EAI Brain & Developer Platform Industry Productivity Solutions EAI Data Other Physical AI (e.g., drones) All in on the Tesla ecosystem - Proposal • FX Super One & FF 92 join Robotaxi as a premium tier • Capital-light fleet expansion: a premium tier with no new vehicle, Hanford capacity, and public proof of fleet economics The transaction: FFR became an independent, Nasdaq-listed robotics business $200M Valuation basis; option-adjusted consideration at $2.246 options assumed separately $10M Following the transaction, the robotics business is held in a separately listed company, and its results will be reported in FFR's periodic SEC filings. Solid: controlled holdings · Dashed: potential future M&A / controlling stakes. Transaction information is a summary only and is qualified in its entirety by the definitive agreements filed by FFR with the SEC. PIPE amount shown is a maximum; the acquisition is not conditioned on PIPE funding. Robotics-related opportunities would be pursued by FFR, subject to the transaction's non-competition provisions. Tesla initiatives: These initiatives relate to FFAI and not FFR. Tesla initiatives are proposed and forward-looking and depend on Tesla allocation, network terms, regulatory approvals and financing; Tesla, Cybercab, FSD, Robotaxi and Supercharger are trademarks of Tesla, Inc. • FF "3rd AI Space" in Cybercab cockpits: sports, markets, mobile office • FF brings fleet capital, depot ops and premium models; Tesla brings Cybercabs, network access, FSD and charging PIPE at $1.50/share
02 FFR Overview: An Embodied AI Company, 12 Years of Automotive Capabilities Powering Robotics The first U.S. EAI robotics OEM to deliver humanoid and bionic robots, and No. 1 in U.S. cumulative shipments as of September 30, 2026 ■Company profile FFR is a U.S. Embodied AI (EAI) robotics OEM building a Four-Core Full-Stack AI Ecosystem across the EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory. It is the first U.S. company to deliver both humanoid and bionic robots, advancing the robotics industry's growth. Four-Core Full-Stack AI Ecosystem The only company in North America with an initial Four-Core Full-Stack AI Ecosystem, serving education, industry, security and commercial services. The delivery, data collection, brain evolution, capability improvement and deployment cycle supports commercialization at scale. One Brain, Multi-forms, Multi-capabilities • One intelligent brain powers multiple robot form factors. • Multiple robot form factors serve diverse use cases. 12 years of automotive expertise FFR applies FF's 12 years of U.S. R&D, AI software, supply chain, manufacturing, quality, compliance, delivery and user operations to robotics. FFAI Group has invested approximately $4B, with 50% allocated to R&D. Built in USA program: building U.S. robotics manufacturing capabilities • U.S. assembly, with FF's own factory opening in 2026 • Hanford manufacturing facility • First EAI robot expected to be off the U.S. line in February 2027 Five-year targets • Top 3 among U.S. companies in global EAI device sales • Top 3 in industry ecosystem revenue Note: All 'E' figures and targets on this slide, including the five-year targets, are FFAI management projections for the RobotCo business on a standalone basis, are forward-looking statements and are not commitments. See 'Forward-Looking Statements.' 12 Years · Invested ~$4.0B Automotive-grade R&D / manufacturing / supply-chain system (50% R&D) Today · Achieved 817 units #1 in U.S. cumulative shipments · positive unit gross margin 2026E · Target $7.1M · 2,001 units Full-year revenue and shipment targets 2027E · Target $45.2M · 7,400 units Full-year revenue and shipment targets; first in-house line EAI robot in Feb 2027 2028E · Target Q3 Operating Cash Flow Positive Operating cash flow positive for the quarter Source: Company, as of 09/30/2026
03 Four-Core Full-Stack AI Ecosystem: FFR's Ecosystem Evolution Flywheel ■Four-Core Full-Stack AI Ecosystem FFR's robotics business model combines EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Each core operates independently while reinforcing the others through a flywheel that maximizes business value. ■Internal flywheel Data and capabilities circulate across the four cores: more devices → more data → a stronger brain → more deployments → more sales. ■External flywheel Opening all four cores builds a developer ecosystem around a reciprocal customer– supplier model. Partners buy FFR devices to develop skills, solutions and components. FFR purchases and integrates their capabilities, expanding the ecosystem and increasing device sales. Four-Core Full- Stack AI Robotics Ecosystem EAI Devices EAI Data Factory EAI Brain Developer Platform Industry Productivity Solutions Open device ecosystem FFR and partner brands serve the broader market Brain licensing and an open-source developer platform License EAI Brain capabilities to partners and attract developers Open Data Factory Data sales and training services for data collection and large language model companies Open Industry Productivity Solutions Open to solution providers and system integrators
03 Four-Core Full-Stack AI Ecosystem: Business Progress 02 EAI Devices 817 units • Cumulative shipments with gross margin per unit • 2026 target: 2,001 units; ~130,000 units over five years • Focus on education, industry, security and inspection 01 EAI Brain & Developer Platform 100% deployment 100 skills / 200 developers • Simulation motion-tracking success rate validates cross-form-factor compatibility • Core stack: AI interaction, VLA, manipulation and WBC • VLA fine-tuning on NVIDIA GR00T; SONIC advances WBC • Commercialization framework established: Soul Framework / Brain Blocks / SDK 03 Industry Productivity Solutions Year-end 2026 Across education, industry, security and commercial services, translate EAI capabilities into repeatable, deployable and scalable industry productivity solutions. 04 EAI Data Factory 2,100 hrs/month (Aug. 2026) → 20,000 hrs/month (year-end 2026) • Integrated collection → training → evaluation → deployment → continual learning cycle • 50,000 hours of real-world data targeted for the year, building a lasting competitive advantage • Data business revenue exceeds $400,000 Source: Company, as of 09/30/2026 All projected figures are FFAI management projections for the FF EAI Robotics business on a standalone basis; not FFR guidance.
03 Four-Core Full-Stack AI Ecosystem: EAI Devices Three form factors, five series, 12 models: humanoids, quadrupeds and mobile manipulators Humanoid Futurist Flagship full-size humanoid 51 DOF · 172 cm/55 kg · Thor platform · 3D LiDAR · Education/ research/ indust rial training From $89,900 Master Mid-size athletic humanoid 131 cm/39 kg · 31 DOF · Orin platform · 50+ languages/ 30+ expressions · Guided tours and shows From $29,990 Master Mini Compact humanoid 100 cm/20 kg · Pro/Ultra From $9,990 Nova Entry-level miniature humanoid Under 50 cm · Home companionship $2,490 Nova Mini Physical AI education humanoid Foundational Physical AI education · Humanoid robotics + structured, progressive curriculum $299 Quadruped Navi Foundational learning quadruped 8 kg weight · 3D-printed/DIY · Visual programming · STEM education/home companionship $1,990 Aegis Professional quadruped 10 kg payload · Quadruped or four- wheel · 30° slope/35 cm obstacle · 5.5 m/s · Education/security & inspection From $3,990 Aegis Ultra-W Lightweight professional wheel-legged quadruped ~22 kg · 5.5 m/s · 65 cm obstacle · Security/companionship From $12,990 Aegis Mega A Mid-size industrial wheel-legged quadruped 50 kg payload · 25 cm steps/80 cm obstacle · Security/inspection $74,990 Aegis Mega D Mid-size industrial wheel-legged quadruped Dual hot-swap batteries, 5 h · Multi-payload modules $74,990 Aegis Hyper Large industrial quadruped All-weather · Thermal imaging/gas detection/3D scanning $137,900 Mobile manipulator Faber Mobile manipulator 5 kg payload per arm · 7 DOF · Height-adjustable body · 2 m/s · Dual LiDAR · Thor computing · Autonomous charging — production, sorting and data capture Contact sales for pricing One Brain, Multi-forms, Multi-capabilities — the broadest EAI device portfolio by form factor in the U.S. market, spanning education, industrial application, security & inspection, and entertainment.
04 RoboShare: Rental Demand Drives Sales, Sales Expand Supply A robot-sharing marketplace connecting customers, robot owners and local operators; one rental order turned a 5-robot plan into a 23-robot signed order ①Marketplace: three participants, one platform Customers Rent before buying Access robots for short-term projects or longer-term use without purchasing them Robot owners Put assets to work List eligible robots for rental and receive equipment-use fees Local operators Deploy and fulfil Support on-site deployment, operation and fulfilment of rental orders ②Business model: asset-light, platform fees + direct services Revenue model: platform fees + direct services • RoboShare coordinates booking, pricing, scheduling, payment and fulfilment • Revenue = platform commissions on rentals + direct services (project coordination, content design, customer operating support) • Marketplace transaction volume is separate from recognized platform fee and service revenue Supply model: asset-light, multi-brand • Starts with FF robots; open to additional brands • Expands through equipment owned by customers, dealers and third parties, supported by local fulfilment partners; the platform does not hold every robot • RoboShare & Co.: North American partner program connecting dealers, owners, customers, referral partners and rental operators ③Early commercial evidence: rentals convert into purchases US$33,000 One-year rental order, education customer 5 → 23 robots Purchase plan → signed order after the rental +18 units Additional FFAI robot units ordered 1 → 3 models Purchase mix widened The RoboShare flywheel Rental demand Robot purchases Rentable supply More rental capacity Rental demand drives sales, sales expand supply: a one-year rental order turned a 5-robot plan into a 23-robot signed order Note: early commercial example. Rental order value differs from recognized platform revenue, and purchased robots do not automatically become rentable supply. RoboShare is operated by AIxCrypto EAI, Inc., a subsidiary of FF EAI Robotics Ecosystem, Inc. Source: Company, as of 09/30/2026
04 Financials & Valuation: Monthly Sales at Record Highs in 2026; Quarterly Operating Cash Flow Turns Positive in Q3 2028 Actual shipments (monthly) → 2026E Shipment guidance + 2027E–2030E plan (annual): Units (bars) × Gross margin (line) + Revenue ACTUAL 2026 monthly shipments (units) 22 46 69 105 152 158 265 Mar Apr May Jun Jul Aug Sep 817 units Mar–Sep cumulative · Sep 265 units, new monthly high Actual financials Revenue GM 4Q25A $0 n/a* 1H26A $1.14M 31% Business Plan Units, gross margin & revenue PLAN Revenue CAGR ~250% 2026E–2030E Gross margin (line) Units (bars) guidance · plan 10% 31% 44% 49% 54% -0.45 -0.25 -0.05 0.15 0.35 0.55 0 10000 20000 30000 40000 50000 60000 70000 2026E 2027E 2028E 2029E 2030E 2026E 2027E 2028E 2029E 2030E Revenue ($M) 7.1 45.2 258.9 604.7 1,064.2 Units 2,001 7,400 24,125 40,250 60,000 Gross margin 10% 31% 44% 49% 54% 134K units 5-yr cumulative units (2026E–2030E) 150× Revenue growth 2026E → 2030E $1.06B 2030E revenue (plan) +$361M 2030E EBITDA (plan) Q3 2028 Quarterly operating cash flow turns positive GM 10% → 54%: entry-level education models first (positive unit margin) → richer product mix, ecosystem & software reaching 49% of revenue → growing recurring revenue per installed robot + scale cost-down and capacity ramp * No revenue in 4Q25 (opex $0.90M), so no GM. 4Q25 actuals from audited and 1H26 actuals from unaudited carve-out combined financial statements of the Robotics Business. PCAOB-audited financial statements have not been completed and may differ. No quarterly split, hence 4Q25 and 1H26 shown. Monthly shipments per internal data. Source: Company, as of 09/30/2026
Revenue grows 150x in five years, with ecosystem and software reaching 49% Revenue mix · device sales × ecosystem and software ($M) EBITDA turns positive in 2028, reaching +$361M in 2030E; gross margin rises from 10% to 54% EBITDA and Net Income ($M) Peak cumulative funding need of ~$150M (Q3 2028); five-year CapEx of $98M Cumulative funding need · operating basis, before financing ($M) Quarterly operating cash flow turns positive in Q3 2028; FY2028 reaches +$1.8M Quarterly operating cash flow · Q1 2027 – Q4 2028 ($M) 04 Financial Projections: Five-Year Financial Overview
04 U.S. Peer Benchmarking: Significant Growth Potential for FFR FFR One Brain, Multi-forms Robot World Agility Robotics Single industrial humanoid: Digit Figure AI Single general-purpose humanoid: Helix FFR combines deliveries, positive gross margin and public-market liquidity Product form factors One Brain, Multi-forms: 3 forms / 5 series / 12 models Single form factor: Digit (currently v4) Single general-purpose humanoid Use cases Education, industry, security / inspection and commercial services Warehouse logistics Logistics / manufacturing pilots Cumulative deliveries 817 units; No. 1 in U.S. shipments Single-digit shipments; 9 pilot production lines - Product status Volume deliveries underway; first unit expected to be off FFR's U.S. line in Feb. 2027 v5 not yet in volume production (2026 launch planned) Figure 03 in small batches Ecosystem revenue First Data Factory order: $400K, delivered and recognized $300M+ lease contracts with a related party; 453,000 warrants, released against milestones - Latest revenue $1.52M cumulative (independent third-party customers) FY2025: $1.78M (64% related-party) - Margin / profit (actual) +30% positive gross margin −151% gross margin ($2.7M gross loss) - Cash burn ~$150M cumulative funding to breakeven in 2028 2025 cash uses: $102M; going-concern uncertainty - Breakeven timing Q3 2028 (positive operating cash flow) Not disclosed - Listing / transaction Acquisition completed: October 2026 SPAC (Churchill XI): expected Q4 2026–Q1 2027 Private; no S-1 filed Valuation ~$200M $2.5B pre-money (≈12.5× FFR) $39B (≈195× FFR) 2027E P/S 4.4× (contribution valuation) No revenue guidance; ≥~25× at implied full order capacity - Proposed PIPE financing $10M ~$620M ($420M trust + $200M PIPE) ~$1.9B raised privately to date ① Strategy ② Business ③ Financials ④ Capital Sources: Public filings and company investor materials: Agility Robotics Investor Presentation (June 24, 2026) and Form S-4 (FY2025 audited financials, Note 14); Figure AI's self-reported Financial Profile; FFR company data. Forward-looking figures are identified as in the sources. Illustrative only; not an offer of securities. 2027E P/S: FFR contribution valuation / BP FY2027E revenue of $45M; Figure self-reported 2027E revenue of $110M. Agility has no revenue forecast: ≥~25× is an implied lower bound using its order economics (1,000 units × ~$100K/unit/year), assuming all units are delivered and recognized for a full year. The actual multiple may be higher.
05 FFR Pro Forma Capitalization at Closing Public float: ~13M shares, ~32% of common stock at closing (~11% fully diluted after approval) Holder At closing (before stockholder approval) After approval, as-converted (fully diluted) Can it be sold in the near term? Common stock Restricted preferred (as-converted) Shares % of total Status Lock-up / registration FFAI (existing shares + consideration shares) ~15M ~65M ~80M ~66% Locked up New shares: 18-month lock-up, reg. rights after 12 months RobotCo employees (ESOP) ~13M – ~22M ~18% Restricted 180-day market standoff; shares and options vest 25% at 6 months, then monthly over 36 months PIPE investors – ~7M ~7M ~5% Restricted All preferred at closing; converts into common after 14C effectiveness, subject to each investor's 4.99% blocker; resale registration within 30 days of closing Existing AIXC public (excl. FFAI) ~13M – ~13M ~11% Public float Freely tradable Total ~40M ~72M ~122M 100% At closing (before stockholder approval), approximately 13M shares held by existing public stockholders are freely tradable. The pro forma capitalization shows approximately 40M common shares outstanding, including approximately 1M consideration shares issued to FFAI and approximately 13M shares attributed to RobotCo employees. The transaction documents limit issuances and conversions of common stock before stockholder approval and completion of the Regulation 14C process; excess consideration and PIPE securities are represented by non-voting convertible preferred stock (shown as-converted). FFAI's voting power is approximately 37% at closing of PIPE. After stockholder approval, FFAI's as-converted, fully diluted ownership is approximately 66%. Ownership after stockholder approval, on an as-converted and fully diluted basis (~122M shares) FFAI ~66% · New shares: 18-month lock-up Employees ~18% standoff + vesting PIPE ~5% Public float ~11% ~89% locked up, vesting or awaiting registration ~11% tradable Illustrative: $200M RobotCo valuation basis at ~$2.25/share; up to $10M PIPE at $1.50/share, assume fully closed under PIPE investment agreement. Restricted preferred shown as the number of common shares issuable on conversion, subject to the required stockholder approval and applicable conversion restrictions, including the 4.99%/9.99% beneficial ownership blocker. Figures rounded to the nearest 1M and whole %; totals may not sum. % FD = fully diluted; % common = common stock only. Source: FFR pro forma cap table v14 (Exercised case, 10/23/2026).
06 2026 Full-Year Guidance Revenue, units shipped and average sales price for the full robotics offering (hardware devices + ecosystem) Units Shipped FY2026E 2,000 Full-year EAI robot shipments across all form factors Guidance reflects management's expectations for full-year 2026 as of October 26, 2026, for the acquired FF EAI Robotics business on a standalone full-year basis. Because the acquisition closed on October 23, 2026, this guidance is not expected to correspond to FFR's consolidated 2026 results, which will include the acquired business only from the closing date. It is forward-looking, is not a guarantee of future performance, and actual results may differ materially; see 'Forward-Looking Statements.' Figures are rounded. Source: Company. Positive Gross Margin
Thank you Investor Contact for FFR FF EAI Robotics Ecosystem Inc Inc. (Nasdaq: FFR) 1990 E. Grand Ave. El Segundo, California 90245 Investor Relations Department IR@ff.com +1 (760) 452-8111 https://investors.ff.com/ Investor Contact for FFAI Faraday Future Intelligent Electric Inc. (Nasdaq: FFAI) 1990 E. Grand Ave. El Segundo, California 90245 Investor Relations Department IR@ff.com +1 (760) 452-8111 https://investors.ff.com/ Additional Information and Where to Find It FFR plans to file with the SEC an information statement on Schedule 14C relating to the stockholder approval obtained by written consent in connection with the transaction. No vote or proxy is being solicited in connection with this Communication. Investors are urged to read the information statement and FFR's other SEC filings when available, because they will contain important information about FFR, the FF EAI Robotics business and the transaction. More information about FFAI is available in FFAI's SEC filings. These documents will be available free of charge at www.sec.gov and at https://investors.ff.com/.
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Area code of city
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- Definition
Cover page.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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No definition available.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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- Definition
Name of the City or Town
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- Definition
Code for the postal or zip code
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- Definition
Name of the state or province.
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No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Section 14a
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- Definition
Trading symbol of an instrument as listed on an exchange.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Securities Act
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