Sec Form 13D Filing - FARADAY FUTURE INTELLIGENT ELECTRIC INC. (FFAI) filing for - 2025-11-19

The principal office and business address of the Reporting Person is 18455 S. Figueroa Street Gardena, CA 90248.

The principal business of the Reporting Person is the operation of a global shared intelligent electric mobility ecosystem company.

The Reporting Person has not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person has not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is incorporated under the laws of the State of California.

All of the shares of the Issuer's Common Stock reported herein as beneficially owned by the Reporting Person were acquired pursuant to a Subscription Agreement, dated September 19, 2025, by and between the Reporting Person and the Issuer, pursuant to which, among other things, the Issuer agreed to sell to the Reporting Person (i) 13,108 shares of the Issuer's Series B Convertible Preferred Stock, par value $0.001 (the "Series B Preferred Stock"), and (ii) 248,722 shares of the Issuer's Common Stock (collectively, the "Shares") as part of a private placement offering (the "Subscription Agreement"). A copy of the form of the Subscription Agreement was filed with the Original Schedule 13D as Exhibit 1. The sources of funds used for the above-described purchases was the working capital of the Reporting Person or its affiliates. None of the funds used in connection with such purchases were borrowed by the Reporting Person.

The Reporting Person is filing this First Amendment to report that it has acquired beneficial ownership of shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock that were purchased pursuant to the Subscription Agreement but which were not convertible until the receipt of the approval of the Issuer's stockholders, which approval was obtained on November 12, 2025, as reported on the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 17, 2025. The Reporting Person may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Person also entered into a Lead Investor Agreement with the Issuer on September 19, 2025, pursuant to which the Issuer agreed to appoint members of its board of directors and certain officers designated by the Reporting Person upon the closing of the transactions contemplated by the Subscription Agreement (the "Lead Investor Agreement"). A copy of the Lead Investor Agreement was filed with the Original Schedule 13D as Exhibit 2. The Reporting Person intends to review its investment in the Issuer on a continuing basis and may decide at any time to increase the size of its investment in the Issuer in the open market, in privately negotiated transactions or otherwise. The Reporting Person has no present plan or proposal that relates to or would result in any other action specified in clauses (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

As of the date hereof, the Reporting Person beneficially owns an aggregate of 1,227,147 shares of Common Stock, representing approximately 19.99% of the outstanding shares of Common Stock (based upon (i) 5,160,383 shares of Common Stock issued and outstanding as of November 14, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2025, plus (ii) 1,227,147 shares of Common Stock issuable upon the conversion of the Series B Preferred Stock). All of the shares of Common Stock beneficially owned by the Reporting Person are held directly by the Reporting Person.

All of the shares reported in this First Amendment are held directly by the Reporting Person.

Except as set forth in this First Amendment, the Reporting Person has not effected any transactions in the Issuer's Common Stock during the 60 days preceding the date of this First Amendment.

Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities beneficially owned by the Reporting Person identified in this Item 5.

Not applicable.

In connection with the Subscription Agreement, the Reporting Person entered into a Registration Rights Agreement with the Issuer, on September 19, 2025, pursuant to which the Issuer agreed to file a registration statement with the Securities and Exchange Commission to register for resale certain securities of the Issuer, including the Shares, upon the fulfillment of certain conditions described therein (the "Registration Rights Agreement"). A copy of the form of the Registration Rights Agreement was filed with the Original Schedule 13D as Exhibit 3. Except as set forth in this First Amendment, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

1. Form of Subscription Agreement, dated September 19, 2025, filed with the Original Schedule 13D. 2. Lead Investor Agreement, dated September 19, 2025, filed with the Original Schedule 13D. 3. Form of Registration Rights Agreement, dated September 19, 2025, filed with the Original Schedule 13D.