Faraday Future (FFIE) Announces $135 Million in Convertible Secured Notes Financing Commitments

Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) ("Faraday Future", “FF” or "Company"), a California-based global shared intelligent electric mobility ecosystem company, today announced a series of definitive agreements for financing, as well as an important modification to a major provision in the terms of the warrants in the original FF secured financing agreements. Once consummated on the contemplated timeline, the Company is expected to have raised all the necessary funds for the start of production (“SOP”) of the FF 91 Futurist. In parallel, the Company has set the date for a special stockholders meeting which is scheduled to take place on February 28th, 2023.

The Company announced the execution of definitive agreements for financing commitments of $135.0 million in convertible secured notes, of which $80.0 million will be funded within 10 business days (including $10.0 million previously funded by Senyun International Ltd. as an advanced payment) subject to the satisfaction or waiver of certain conditions. The remaining amount will be funded within 5 business days after the satisfaction or waiver of certain conditions, including for a portion of such financing receipt of Company stockholder approval and an effective registration statement for the shares underlying the applicable notes. Affiliates of ATW Partners and Acuitas Capital, among others, participated in the transaction. Detailed terms can be found in our Current Report on Form 8-K to be filed with the SEC.

This round of financing, together with the $33.4 million ($30.6 million net of original discount and transaction costs and including $10.0 million previously funded by Senyun International Ltd. as an advanced payment) that has been received by the Company since the FF Global Investor Business Update on December 15th, 2022, means the Company has received sufficient financing commitments for the funds required for SOP of the FF 91 Futurist assuming timely receipt of funds. As previously stated, the Company expects to start production of a saleable FF 91 Futurist at the end of March 2023, coming off the assembly line in early April, with deliveries before the end of April assuming receipt of investor funds on the Company’s expected timeline.

Separately, the Company plans to hold a special stockholders meeting on February 28th, 2023, to consider a proposal to increase the authorized shares of Faraday Future Class A common stock. This proposal, if approved by Faraday Future stockholders, will clear the path for additional future financing to best support FF 91 Futurist deliveries and the Company’s other strategic goals. As a major stockholder of the Company, FF Top Holdings LLC, a subsidiary of FF Global Partners LLC (“FFGP”), agreed to vote all shares it beneficially owns to support such proposal in the upcoming special stockholders meeting. The Company also recommends that all Faraday Future stockholders as of January 31st, 2023 vote in favor of, and solicit proxies in favor of, such proposal. Faraday Future stockholder approval is a condition to complete a portion of the abovementioned funding amount, and a pivotal path for providing support to the Company in achieving its long-term goals. Additional information about the special stockholders meeting can be found in our definitive proxy statement on Schedule 14A previously filed with the SEC.

The financing agreements also include an important modification to a major provision in the terms of the warrants in the original FF secured financing agreements. In such warrants, there was a full ratchet anti-dilution provision that allowed investors to receive the right to purchase additional shares at a price equal to the lowest price in which shares were issued after the issuance of such warrants. The relevant clause has been removed from the warrants under the financing agreements, helping FF stockholders successfully avoid a potential future dilutive issuance of up to hundreds of millions of shares. The Company has also agreed to issue $41.0 million of convertible secured notes to its existing secured notes investors in exchange for the cancellation of a majority of their previously outstanding warrants on terms described in more detail in our Current Report on Form 8-K to be filed with the SEC.

The Company appreciates the trust shown by its investors. This round of financing provides the Company with confidence to achieve its key short-term strategic goal of SOP and deliver the FF 91 Futurist to the most avant-garde users at the top of the pyramid with high-quality and high product power. At the same time, the Company would like to express its deep gratitude to the loyal and recurring investors for their continued support, especially FFGP for its determined efforts in connection with the financing and warrant settlement.

“Securing $135.0 million in funding commitments is critical and imperative for Faraday Future’s sprint to FF 91 Futurist's SOP. The availability of these additional funding commitments provides confidence that FF can reach the SOP milestone in March 2023. We will deliver the FF 91 Futurist with high quality and high product power as soon as possible after receipt of the funds contemplated by these financings," said Xuefeng (XF) Chen, Global CEO of Faraday Future.

The Company is also grateful to FF’s global suppliers for their deep insight and persistent belief in FF's disruptive product at the top of the pyramid, the Ultimate Intelligent TechLuxury brand positioning, revolutionary advanced technology, and the Company's long-term value. The tolerance and determination of FF’s global suppliers are at the cornerstone of its goal to subvert the traditional auto industry and build a future mobility ecosystem.

On February 3rd, 2023, the trading price of FFIE stock closed above $1.00 per share, which is an increase of more than 300% from its lowest stock price in the past 40 trading days. The Company thanks FF’s stockholders, both retail investors and institutional investors, for their high level of trust and support of the Company's new top-level governance structure, new board of directors, and new management. This is the fundamental groundwork for unlocking FF's value.

"I am glad to see that Faraday Future has obtained commitments for this key round of financing with the cooperation and support of FFGP. At the same time, FFGP also assisted Faraday Future in solving the crucial warrant issue and helping ensure the maximization of interests of all stakeholders with the timely SOP of the FF 91 Futurist," said a spokesperson from FFGP.

Faraday Future has made further progress with testing and validation of the FF 91 Futurist through the Product and Technology Generation 2.0 program (PT Gen 2.0) in recent months. The generational upgrade from PT Gen 1.0 to PT Gen 2.0 consists of significant upgrades of systems and core components from both the vehicle, and I.A.I area – the advanced core, which stands for Internet, Autonomous Driving, and Intelligence. PT Gen 2.0 was achieved through upgrades of 26 major system and components. With 13 key upgrades throughout powertrain, battery, charging, chassis, interior from EV areas, as well 13 key upgrades from computing, sensing, communication, user interaction, and significant performance improvements to the FF 91 Futurist.

With this latest round of financing, Faraday Future is now closing in on the 7th milestone, which is the SOP. The Company recently announced the completion of the 6th milestone, the completion of construction and equipment installation in vehicle assembly areas. This marked the sixth of the seven milestones that FF laid out late in 2021 to mark its manufacturing achievements towards the start of production of the FF 91 Futurist.

Competing with Ferrari, Maybach, Rolls Royce, and Bentley, as the only next-gen Ultimate Intelligent TechLuxury EV product, the FF 91 Futurist puts forward a unique and intelligent EV experience with extreme technology, an ultimate user experience. The FF 91 Futurist features an industry-leading 1,050 horsepower, an EPA-certified range of 381 miles, 0-60 mph in 2.27 seconds, a unique rear intelligent Internet system, and a revolutionary user experience designed to create a mobile, connected, intelligent, and luxurious third Internet living space and user mobility ecosystem platform.

Users can preorder an FF 91 Futurist via the FF Intelligent App or through our website (English): https://www.ff.com/us/preorder/ or (Chinese): https://www.ff.com/cn/preorder/

Download the new FF Intelligent App (English): https://apps.apple.com/us/app/id1454187098 or https://play.google.com/store/apps/details?id=com.faradayfuture.online, (Chinese): http://appdownload.ff.com

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