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Faraday Future Announces Global Governance Resolution with Major Shareholders and New Funding | Company

LOS ANGELES–(BUSINESS WIRE)–Sept. 26, 2022–

Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) (“Faraday Future” or “the Company”), a California-based global shared smart electric mobility ecosystem company, today announced a comprehensive resolution to its dispute over governance with FF Top and the execution of definitive agreements for new funding. The Company continues to have active discussions with backers to fund the production and delivery of the FF 91.

The Company announced a binding governance agreement with FF Top Holding LLC (“FF Top”), which resolves a series of governance issues. The governance agreement, which is further described in our current report on Form 8-K filed earlier today, includes an agreement allowing FF Top to immediately withdraw its lawsuit against FFIE’s board of directors, changes in the composition and size of FFIE’s board of directors, and certain amendments to Faraday Future’s shareholders’ agreement with FF Top. Adam He was appointed as the new independent member of the Board of Directors and a member of the Nominating and Corporate Governance Committee and the Audit Committee.

“Resolving the governance and related issues with our major shareholder is a major achievement and an important step forward for Faraday Future and all of our stakeholders. We can now focus our efforts on building FF 91. We appreciate the efforts of all parties to reach this agreement,” said Dr. Carsten Breitfeld, Global CEO of Faraday Future.

“FF Top is pleased that a resolution has been reached. We look forward to this opportunity for a fresh start and a brighter future for FFIE, and for all parties fulfilling their obligations under the Governance Agreement. , in order to achieve the best interests of Faraday Future and all shareholders,” said a spokesperson for FF Top.

At the same time, the Company announced the signing of two definitive agreements for a new financing commitment of up to $100 million in total. Detailed terms can be found in our current report on Form 8-K filed earlier today.

  1. Under the first funding agreement, Faraday Future will receive up to $40 million in short-term funding in the form of convertible secured notes and warrant exercise payments, subject to certain conditions precedent.
  2. Under a second separate financing agreement, the Company will receive up to an additional $60 million in short-term financing from Senyun International Ltd., an investment entity wholly owned by Daguan International Ltd., under the convertible secured notes, subject to certain conditions. previous. The terms of such financing are substantially similar to the terms of previously committed obligations, but are subject to the satisfactory completion of due diligence by the Company in its sole discretion on the investor and to a specified financing schedule with milestones.

The Company is in discussions with potential funding sources for the additional capital needed to fund operations through the end of 2022 and beyond. As part of the ongoing efforts to conserve cash and reduce expenses, the Company has recently implemented workforce reductions and other measures to reduce expenses and late payments. Other efforts, including additional workforce reductions, may be undertaken in response to the Company’s financial condition and market conditions. Additional information can be found in our current report on Form 8-K filed earlier today.

Mr. Adam He, the newly appointed Independent Board Member, is the Chief Financial Officer of Wanda America Investment Group. He previously served as an auditor at Ernst & Young and is a CPA in China and New York, and holds a bachelor’s and master’s of science degree in taxation from the Central University of Finance and Economics in Beijing and a Master of Science in Accounting from Seton Hall University in New Jersey. Additional details regarding Mr. He’s background can be found in our current report on Form 8-K filed earlier today.

Sidley Austin LLP acted as counsel to Faraday Future, Blank Rome LLP and Kelley Drye & Warren LLP acted as counsel to the agent in connection with the convertible note facility, Olshan Frome Wolosky LLP acted as counsel to Senyun International Ltd . and Davis Polk & Wardwell LLP acted as legal counsel to the company’s board of directors. Cadwalader, Wickersham & Taft LLP acted as legal counsel to FF Top and Baker McKenzie acted as legal counsel to Season Smart Limited.

Users can pre-order an FF 91 through the FF Intelligent app or through our website (in English): https://www.ff.com/us/preorder/ or (in Chinese): https://www.ff .com/cn/ Pre-order/

Download the new FF smart 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

ABOUT FARADAY FUTURE

Faraday Future is a class-defining luxury electric vehicle company. The company has launched many innovations regarding its products, technology, business model and user ecosystem since its inception in 2014. Faraday Future aims to continuously improve the way people move by creating a mobility ecosystem before -thinking that integrates clean energy, AI, the Internet and new models of use. Faraday Future’s first flagship is the FF 91 Futurist.

FOLLOW FARADAY FUTURE:

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NO OFFER OR SOLICITATION

This communication will not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no 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 such jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “believe”, “expect”, “anticipates”, “expects”, “plans”, “intends”, “believes”, “seeks”, “may”, “will”, “should”, “future”, “proposes” and variations of these words or similar expressions (or negative versions of these words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, which could lead to actual results or results. differ materially from those discussed in the forward-looking statements. Important factors, among others, that could affect actual results or results include the Company’s ability to satisfy the conditions precedent and to close the various financings referred to in this press release, the failure of any financings that could cause the Company to seek protection under the Bankruptcy Code law; the satisfaction of conditions to the pre-approval by FF Top and Season Smart Limited of warrants and notes issued to affiliates of ATW Partners LLC; the Company’s ability to agree on definitive documents to effect governance changes with FF Top; the Company’s ability to remain in compliance with the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and to continue to be listed on Nasdaq; the outcome of the SEC’s investigation of the matters investigated by the special committee; the Company’s ability to execute its development and commercialization plans for its vehicles and the timing of these development programs; the Company’s estimates of the size of markets for its vehicles and the cost of bringing such vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the success of other competing manufacturers; the performance and safety of the Company’s vehicles; potential litigation involving the Company; the outcome of future financing efforts and general economic and market conditions affecting demand for the Company’s products; and the Company’s ability to attract and retain employees. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-1/A filed on August 30, 2022, as well as other documents filed by the Company from time to time. time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. except as required by law. .

Investors (English): [email protected]

Investors (Chinese): [email protected]

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CONTACT: John Schilling

Media:[email protected] Gilman

Media: [email protected]

KEYWORD: UNITED STATES NORTH AMERICA CALIFORNIA

INDUSTRY KEYWORD: ALTERNATIVE VEHICLES/FUELS AUTOMOTIVE MANUFACTURING GENERAL AUTOMOTIVE MANUFACTURING AUTOMOTIVE

SOURCE: Faraday Future Intelligent Electric Inc.

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PUBLISHED: 09/26/2022 08:35 / DISK: 09/26/2022 08:36

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