FF將根據納斯達克合規要求按時舉行年度股東大會,關鍵提案賦能FF和FX戰略執行,“堅決不合股”等五大舉措堅定維護股東利益

FaradayFuture
04-19

  · 授權股份總數(不是實發股總數)的申請增加幅度只有29%,符合常見上市公司在年度股東大會中的申請增加比例。我們將堅持審慎嚴謹、低比例的發行策略。  

  · 年度股東大會沒有合股提案,體現我們“堅決不合股”的承諾。  · 啓動“組織變革,堅決不合股”等五大舉措,堅定捍衛股東價值與信心 。  · 關鍵提案賦能戰略執行,啓動FX首車年底下線倒計時。  · “FF股民社區與FX開發者共創日”將於美國時間4月24日在洛杉磯舉辦,加強與股東股民透明緊密的溝通 。

北京時間2025年4月19日(美國加州4月18日)——總部位於美國加州的全球共享智能電動出行生態公司Faraday Future Intelligent Electric Inc.(NASDAQ:FFAI)("Faraday Future "、"FF"或 "公司")今天宣佈,將於2025年5月28日召開年度股東大會(“AGM”),尋求股東批准關鍵提案,助力公司戰略執行和價值增長。

公司呼籲股東對所有提案投贊成票。

提案要點:

1、董事選舉提案

公司擬選舉五名董事Matthias Aydt、Chad Chen、Chui Tin Mok、Jie Sheng和Lev Peker。如果當選,將任職至2026年股東年會重新選舉董事(“董事選舉提案”)。

2、私募提案

根據納斯達克上市規則5635(d),批准向某些可轉換票據和認股權證的持有人發行普通股(“私募提案”)

3、股份授權提案 

批准對公司章程的修訂,以增加

(i) 公司普通股的授權股份數量從129,245,313股增加到167,245,313股,增加了38,000,00股,增發約29%,以及

(ii)將公司優先股的授權股份數量從10,000,000股增加到12,900,000股,增加2,900,000股,使公司普通股和優先股的總授權股份從139,245,313股增加到180,145,313股。(“股份授權提案”)

股份授權提案,申請增加的是公司未來可發行的股份數,並不是增發實際流通股。如果該提案獲批,公司未來將按照業務需求,分批次、十分謹慎地發行股份。

4、公司更名提案

批准對公司章程的修訂,將公司名稱從Faraday Future Intelligent Electric變更爲Faraday Future AI Electric Vehicle Inc.(“公司更名提案”)。

公司擬更名爲“Faraday Future AI Electric Vehicle Inc.”,體現了公司戰略的持續升級,以及強化AI與核心技術更深入的融合的業務佈局,覆蓋智能出行、車輛系統和用戶體驗等領域。新名稱進一步彰顯公司致力於引領AIEV產業的願景,以及在AI驅動的創新解決方案與智慧出行生態方面的不懈追求。此外,新名稱與公司新的股票代碼“FFAI”相呼應,有利於強化統一的品牌形象。

5、休會提案

批准公司不時延期一次或多次年度股東大會,以便在必要或適當的情況下進一步徵求代理人,前提是在延期時,年度股東大會上沒有足夠的選票來批准一項或多項提案,或者年度股東大會主席認爲有必要或適當(“休會提案”)。

關鍵提案賦能戰略執行

 · 確保公司治理能力。選舉公司治理經驗豐富的董事會成員,有助於確保與長期目標相一致的連續性和戰略監督。

 · 助力雙品牌增長和結構優化。如果授權股份提案獲批,將使公司保持充足的授權股份,使公司在探索併購、股權合作以及獲取未來融資方面提供股份支撐,從而增強公司雙品牌影響力和推動FX橋樑戰略。

 · 提升財務穩健性。如果授權股份和私募提案獲批,將幫助公司提升財務穩健性、增強履約能力、保持納斯達克合規性,助力公司正在快速推進的FX戰略項目和後續配套融資。

業務進展和行業影響力提升

受益於股東的持續支持,公司的FX戰略正在取得全面的進展:

 · 目標FX首車年底下線,現已進入倒計時衝刺階段。

 · 已獲得FX原型車的公共道路測試許可,將於下週正式啓動多款原型車在多種複雜公共道路環境下的實測,包括自動駕駛系統等測試。

 · 自去年9月推出FX戰略,僅歷時9個月,FX首款車型Super One將在6月底首次發佈。

 · 不斷收到來自美國本土用戶、大型車隊運行機構、租車公司等多個渠道的諮詢與採購合作需求。即將開始大規模收取付費預訂單。

 · 受邀參加在白宮舉行的商業圓桌會議。FX CEO Max Ma參與了關於全球關稅、美國製造及創新等關鍵議題的討論。

啓動五大舉措,堅定捍衛股東價值與信心

股東既是公司的資源提供者,也是治理參與者,同時對公司的發展方向和市場價值具有深遠影響。公司堅決捍衛股東價值與信心,並已正式啓動五大核心舉措:

1.資本層面舉措組合拳

持續優化資本結構,堅決不合股,除非爲維持納斯達克上市地位所必需。

審慎發行股份,任何發股都只爲支持業務發展,謹慎稀釋激發最大價值。

籌劃高管增持,在法律允許的交易窗口期並結合其他必要條件進行籌劃並會及時公佈。

堅決打擊對公司的惡意做空行爲,捍衛股東利益。

2.關稅新政下的機遇與舉措

關稅對FX戰略短期有挑戰,中長期可能是重大戰略機遇。

正與美國政府密切溝通,主動提出行業關稅與政策建議,表達在美髮展的具體訴求。

FX品牌CEO Max已與白宮相關決策層展開重要會談。作爲“中美汽車橋樑”代表,FF正在深度參與產業未來政策方向。

3.FX戰略全力加速 進入年底首車下線倒計時

FX正在取得全面的進展,年底首車下線已進入倒計時衝刺。

多款原型車正在洛杉磯總部開展內部測試和優化,下週啓動多種複雜路測,包括自動駕駛系統等測試。

4.加強和股民透明溝通 下週四舉辦 “FF股民社區與FX開發者共創日”

加強與市場的互動,減少因爲信息差而引發的誤解,讓市場瞭解FF基本面的積極變化。

 “FF股民社區與FX開發者共創日”將於4月24日在洛杉磯舉辦, 讓更多人真正理解我們的戰略、價值和潛力。

5. 組織變革徹底深解決制約公司發展和殘害公司價值的根本癥結 

將啓動一系列治理層和管理層的深度改革,組織效能釋放,讓公司成長和價值爆發進入快車道。

“本次股東大會提案不僅涉及治理機制,更爲後續規模化提供信心和支柱”,公司CEO Mathias Aydt表示,“我們的雙品牌願景——極智科技頂奢汽車品牌FF 91 2.0和大衆汽車品牌FX——正在吸引全球客戶、投資者和合作伙伴。授權股份增加提案,使我們在機會出現時能夠靈活快速地採取行動——無論是獲取新資本、建立全球聯盟,還是深化與機構和戰略投資者的關係,這也展現了我們的信心,既對公司未來充滿信心,也對公司技術和產品被更廣泛的需求充滿信心。我們呼籲股東對所有提案投贊成票,您的支持決定公司的未來!”

會議信息

年度股東大會計劃在5月28日美西時間上午9點舉行,會議網址:

www.virtualshareholdermeeting.com/FFAI2025

Faraday Future Timely Announces the Upcoming Annual General Meeting per Nasdaq Compliance Requirement, Enhances the Strategic Execution of FF and FX Through Key Proposals

Faraday Future Timely Announces the Upcoming Annual General Meeting per Nasdaq Compliance Requirement, Enhances the Strategic Execution of FF and FX Through Key Proposals, and Defends Stockholder Value Through Five Major Initiatives Including ‘Firmly Oppose’ Reverse Stock Split 

· A 29% increase in total authorized shares. This type of proposal is often seen in annual meetings of public companies. It does not affect the current number of outstanding shares and reflects the Company’s continued adherence to a prudent, disciplined, and relatively low-percentage new share issuance strategy.

· No reverse stock split proposal in the agenda, underscoring the Company’s firm commitment to its ‘No Reverse Stock Split’ promise.

· Five major initiatives – including the launch of an organizational reform and the firm stance against a reverse stock split, demonstrating the Company’s determination to protect shareholders’ value and confidence.

· Key proposals are designed to empower strategic execution, as the Company begins the countdown to the first FX vehicle rolling off the line by the end of this year.

· The ‘FF Shareholder Community and FX Co-Creation Day’ will be held in Los Angeles on April 24th, aiming to foster transparent and close communication with shareholders and retail investors.

LOS ANGELES April 18, 2025 - Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI)  (“Faraday Future” or the “Company”) today announced plans to host the Annual General Meeting of Stockholders (the “Annual Meeting”) on May 28, 2025, to seek approval for proposals aimed at supporting the Company’s strategic initiatives and long-term growth.

The Company urges all stockholders to vote FOR all proposals.

Proposal Highlights

Direct Election Proposal

The Company is proposing the election of five directors Matthias Aydt, Chad Chen, Chui Tin Mok, Jie Sheng and Lev Peker. If elected, these individuals will serve until the 2026 Annual General Meeting of Stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”).

Private Placement Proposal

To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of Common Stock to holders of certain convertible notes and warrants (the “Private Placement Proposal”).

Share Authorization Proposal without Affecting the Current Total Shares Outstanding

To approve an amendment to the Company’s Charter to increase

(i) the number of authorized shares of the Company’s common stock by 38,000,000 from 129,245,313 shares to 167,245,313 shares, and

(ii) the number of authorized shares of the Company’s preferred stock by 2,900,000 shares from 10,000,000 shares to 12,900,000 shares, so that the total number of authorized shares of Company’s Common Stock and the Preferred Stock, will be increased from 139,245,313 shares to 180,145,313 shares. (the “Share Authorization Proposal”).

Name Change Proposal

To approve an amendment to the Company’s Charter to change the Company’s name from Faraday Future Intelligent Electric Inc. to Faraday Future AI Electric Vehicle Inc. (the “Name Change Proposal”).

The proposed name change to Faraday Future AI Electric Vehicle Inc. reflects the Company’s strategic evolution and increased focus on integrating artificial intelligence (AI) into its core technologies, including intelligent mobility, vehicle systems, and user experiences. The new name aligns with the Company’s vision to lead the intelligent electric vehicle (EV) industry and highlights its commitment to innovation in AI-driven solutions and smart transportation ecosystems. Additionally, the new name aligns with the Company’s new ticker symbol, FFAI, reinforcing a unified brand identity.

Adjournment Proposal

To approve one or more adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Annual Meeting to approve one or more Proposals at the time of such adjournment or if otherwise determined by the chairperson of the Annual Meeting to be necessary or appropriate. (the Adjournment Proposal”).

Key Proposals Empower Strategic Execution

Ensure Governance Capability. Election of experienced board members ensures continuity and strategic oversight aligned with long-term goals.

Empower Strategic Growth and Structural Optimization. The approval of the Share Authorization Proposal will enable strategic growth and additional share capacity and allows the Company to explore M&A opportunities, joint ventures, and future fundraising, thereby enhancing FF and FX dual brand influence and promoting the FX bridge strategy.

Enhance Financial Stability. The approval of the Share Authorization Proposal and Private Placement Proposal will help the Company strengthen its financial stability, enhance the ability to fulfill obligations, maintain Nasdaq compliance, and promote the rapidly advancing bridge strategy and subsequent financing.

Business Progress and Industry Influence Increase

Benefiting from the continued support of shareholders, the company's FX strategy is making full progress:

We’ve entered a sprint for the first vehicle rollout by year-end.

The FX prototype has been approved for public road testing, and will officially start testing a number of prototypes in a variety of complex public road environments next week, including testing of autonomous driving systems.

After only nine months since the launch of the FX strategy in September of last year, the Super One, FX’s first production model, is expected to debut in late June.

We are receiving strong inquiries from U.S. consumers, fleet operators, and car rental partners. Market feedback has far exceeded expectations, and we expect to announce substantive orders and cooperation shortly.

FX CEO Max Ma participated in discussions on key topics such as global tariffs, U.S. manufacturing and innovation at the White House.

Defend Stockholder Value Through Five Major Initiatives

Stockholders are both resource providers and governance participants of the Company, and have a profound impact on the Company's development direction and market value. To defend stockholder value and confidence, the Company has launched five major initiatives — the official start of our “Battle to Achieve the Dream Counterattack Against Potential Illegal Short Selling.

1. Capital Strategy Offensive:

Firm no to a reverse stock split, unless the stock price consistently fails to meet Nasdaq’s compliance standards. The Company will continue optimizing its capital structure, with an unwavering commitment not to pursue a reverse stock split unless required to maintain its Nasdaq listing.

Equity and convertible debt offering proceeds will be strategically deployed to support business development targeting maximum value and measured dilution.

The Company also intends to initiate a new round of executive share purchases. The formal implementation will depend on the legally allowed timeframe and any other necessary conditions.

The Company previously launched an investigation into potential illegal short selling and sent letters to multiple brokers. We intend to launch a new round of investigation. We do not rule out taking legal action.

 2. Turning Tariff Pressure into Strategic Opportunity

Recent tariff developments may bring short-term impact to our FX strategy. However, in the mid-to-long term, this could prove to be a strategic opportunity.

The Company is actively engaging with the U.S. government and has submitted constructive proposals regarding automotive policy, particularly involving U.S.–China cooperation in the EV sector. We are also formally expressing our pathway and policy expectations for the development of FF and the FX brand in the U.S. market.

FX CEO has attended important meetings with White House decision-makers, as a representative of the "China US Automotive Bridge," deeply involved in the future direction of industry policies.

3. FX Strategy Accelerating — Countdown to First Vehicle Roll-Off

The FX program is progressing, and we’ve entered a sprint for the first vehicle rollout by year-end.

FX will begin on-road testing next week in various real-world conditions, including autonomous driving system validation.

4. Strengthened Transparency and Engagement — “Investor Community and Co-Creation Day” Set for April 24

We will further increase transparency and real-time communication with our stockholders to close the information gap, eliminate misunderstandings, and highlight the Company’s fundamental progress.

On April 24, the Company will host an Investor Community and Co-Creation Day in Los Angeles. It’s a unique opportunity for all stakeholders to experience our vision, value, and strategy firsthand.

 5. Deep Organizational Reform to Unlock Execution and Growth Potential

The Company will initiate a comprehensive organizational and governance transformation that we expect will unleash the Company’s full operational potential and accelerate its growth and value.

“These proposals are not just about governance mechanics—they are about building the structural backbone that allows us to scale with confidence,” said Matthias Aydt, Global CEO of Faraday Future. “Our dual-brand vision—with FF 91 at the Ultimate AI TechLuxury end and FX addressing the mass market—is gaining real traction with customers, investors, and partners around the globe. The share authorization proposal gives us the flexibility to move fast when opportunity arises—whether that’s securing new capital, forming global alliances, or deepening relationships with institutional and strategic investors. It also signals confidence in our future and in the broader demand for Faraday Future’s technology and product roadmap. We urge shareholders to vote in favor of all proposals, as your support will have a profound impact on the Company.”

Meeting Details

The Annual Meeting is currently scheduled to be held May 28, 2025 at 9:00 a.m. Pacific Time., at www.virtualshareholdermeeting.com/FFAI2025.

ABOUT FARADAY FUTURE

Faraday Future is a California-based global shared intelligent electric mobility ecosystem company. Founded in 2014, the Company’s mission is to disrupt the automotive industry by creating a user-centric, technology-first, and smart driving experience. Faraday Future’s flagship model, the FF91, exemplifies its vision for luxury, innovation, and performance. The new FX strategy aims to introduce mass production models equipped with state-of-the-art luxury technology similar to the FF91, targeting a broader market with middle-to-low price range offerings. For more information, please visit https://www.ff.com/us/.

FORWARD LOOKING STATEMENTS

This press release includes “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 “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the use of proceeds from the $30 million offering, future FF 91 2.0 deliveries, and establishing the Company’s second brand (FX), 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 outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important factors, among others, that may affect actual results or outcomes include, among others: the Company’s ability to continue to secure the necessary funding to execute on the FX strategy, which will be substantial; the Company’s ability to secure agreements with OEMs that are necessary to execute on the FX strategy; the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations; the Company's ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’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 the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to cover future warranty claims; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company's control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company's operations in China; the success of the Company's remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company's ability to develop and protect its technologies; the Company's ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-K filed with the SEC on March 31, 2025, and other documents filed by the Company from time to time with the SEC.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in connection with the proposals to be submitted to the Company’s stockholders at its Annual Meeting seeking, among other proposals, the Director Election Proposal, the Private Placement Proposal, the Share Authorization Proposal and the Name Change Proposal. In connection with the Director Election Proposal, the Private Placement Proposal, the Share Authorization Proposal and the Name Change Proposal, the Company filed a preliminary proxy statement filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”), in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Director Election Proposal, the Private Placement Proposal, the Share Authorization Proposal and the Name Change Proposal, and other matters described therein. The definitive proxy statement is expected to be mailed to the Company’s stockholders on or around April 29, 2025. The Proxy Statement includes information regarding the persons who may, under Securities and Exchange Commission (“SEC”) rules, be deemed participants in the solicitation of proxies in connection with the Director Election Proposal, the Private Placement Proposal, the Share Authorization Proposal and the Name Change Proposal. Before making any voting decision, investors and security holders of the Company are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection therewith as they become available because they contain important information about these proposals.

Investors and security holders can obtain free copies of the Proxy Statement and all other relevant documents the Company has filed or will file with the SEC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.ff.com/ or by written request to Faraday Future Intelligent Electric at 18455 S. Figueroa Street, Gardena, California 90248.

Participants in the Solicitation

Certain representatives of FF Global Partners Investment LLC (“FFGP”), formerly FF Top Holding LLC (“FF Top”), and its indirect parent entity FF Global Partners, LLC (“FF Global”), including, without limitation, Weiwei Zhao (collectively, the “FF Top Representatives”), may be deemed to be participants in the solicitation of proxies from FF’s stockholders in connection with the Authorized Share Increase, Private Placements Proposal and other matters described in the Proxy Statement. Investors may obtain additional information regarding the interest of FF and its directors and executive officers by reading the Proxy Statement relating to the special meeting. You may obtain free copies of these documents as described in the preceding paragraph.

Certain representatives of FFGP, and its indirect parent entity FF Global Partners, LLC (“FF Global”), including, without limitation, Weiwei Zhao (collectively, the “FF Top Representatives”), are additional participants in the solicitation of proxies in connection with the Director Election Proposal, the Private Placement Proposal, the Share Authorization Proposal and the Name Change Proposal, and other matters as described in the Proxy Statement. Information regarding the direct and indirect interests in the Company, by security holdings or otherwise, of FF Global, FF Top and the FF Top Representatives is included in the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. Changes to the direct or indirect ownership of FF Top and FF Global are set forth in SEC filings on Schedule 13D/A.

No Offer or Solicitation

This communication shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Investors (English): ir@faradayfuture.com

Investors (Chinese): cn-ir@faradayfuture.com

Media: john.schilling@ff.com

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