Item 1.01. Entry into a Material Definitive Agreement.
On January 25, 2023, Faraday Future Intelligent Electric Inc. (the "Company")
entered into a Limited Consent and Amendment No. 5 ("Amendment No. 5") with
Senyun International Ltd., an affiliate of Daguan International Limited
("Senyun"), and FF Simplicity Ventures LLC ("FF Simplicity"), a Delaware limited
liability company, as administrative agent and collateral agent, which amends
that certain Securities Purchase Agreement, dated as of August 14, 2022 (as
amended by that certain Amendment No. 1 to Securities Purchase Agreement and
Convertible Senior Secured Promissory Notes, dated as of September 23, 2022,
that certain Joinder and Amendment Agreement, dated as of September 25, 2022,
that certain Limited Consent and Third Amendment to Securities Purchase
Agreement, dated as of October 24, 2022, that certain Limited Consent, dated as
of November 8, 2022, and that certain Letter Agreement, dated as of December 28,
2022 (the "Existing SPA," and as further amended by Amendment No. 5, the
"SPA")). Please refer to the Current Reports on Form 8-K that were filed by the
Company with the U.S. Securities and Exchange Commission (the "SEC") on August
15, 2022, September 26, 2022, October 25, 2022, November 8, 2022 and December
29, 2022 for a description of the key terms of the Existing SPA, which is
incorporated herein by reference.
Pursuant to Amendment No. 5, the Company and Senyun will use commercially
reasonable efforts to enter into a definitive documentation in connection with
(i) restructuring of the warrants held by FF Simplicity and Senyun, including
removal of any potential increase in the warrant shares thereunder upon a down
round financing, and (ii) consent for a new junior convertible secured note
facility up to $130 million, subject to additional mutually agreeable terms and
conditions being negotiated by the parties. The Company is engaged in active
discussions with Senyun and other investors in connection with such facility to
provide funding to facilitate the start of production of the FF 91 Futurist.
Pursuant to Amendment No. 5, the Company shall use commercially reasonable
efforts to file, no later than January 29, 2023, an amendment to its outstanding
registration form on Form S-1 (the "Form S-1/A") covering 85.5 million shares of
the Company's common stock (the "Common Stock") underlying the Company's notes
and warrants held by Senyun, and shall seek effectiveness of such amended Form
S-1/A as on or prior to February 10, 2023. The Company shall also use
commercially reasonable efforts to file, no later than February 10, 2023, an
additional registration statement on Form S-1 covering the shares of Common
Stock underlying all of the Company's notes and warrants held by Senyun, and
seek effectiveness of such additional Form S-1 as promptly as practicable after
the Company's stockholders approve an increase in the Company's authorized
shares of Class A Common Stock to 1.69 billion (the "Stockholder Approval").
Pursuant to Amendment No. 5, Senyun committed to purchase incremental senior
secured convertible notes (the "Additional Notes") in an initial aggregate
principal amount of $10 million, no later than January 27, 2023. The interest
conversion rate for the Additional Notes shall be set at 90% of the
volume-weighted average price (the "VWAP") on January 17, 2023. After such
purchase, Senyun may allocate such payment to satisfy any other current or
future payment obligations owed to the Company on a dollar-for-dollar basis.
In addition, the Company shall honor the conversion request submitted by Senyun
on January 18, 2023, and reserve shares of Common Stock underlying all of the
Company's notes and warrants held by Senyun as promptly as practicable after
obtaining the Stockholder Approval.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated into this Item
3.02 by reference. The offer, sale and issuance of the Additional Notes to
Senyun were made in reliance upon the exemption contained in Section 4(a)(2) of
the Securities Act of 1933, as amended.
1
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K 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 Current Report on Form 8-K, 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 among other things, statements
regarding the parties' commitments under Amendment No. 5, including as regards
the restructuring of the warrants held by FF Simplicity and Senyun, the new $130
million junior convertible secured note facility, and the start of production of
the FF 91 Futurist, 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 the actual terms of
the definitive documentation on the restructuring of the warrants held by FF
Simplicity and Senyun, whether the Company could successfully sign the agreement
for the new $130 million junior secured note facility and the terms thereof,
whether the Company's Amended Shareholder Agreement with FF Top Holding LLC
complies with Nasdaq listing requirements, the market performance of the
Company's Common Stock; the Company's ability to regain compliance with, and
thereafter continue to comply with, the Nasdaq listing requirements; the
Company's ability to satisfy the conditions precedent and close on the various
financings previously disclosed by the Company and any future financings, the
failure of any of which could result in the Company seeking protection under the
Bankruptcy Code; the Company's ability to amend its certificate of incorporation
to permit sufficient authorized shares to be issued in connection with the
Company's existing and contemplated financings; whether the Company and the City
of Huanggang could agree on definitive documents to effectuate the Cooperation
Framework Agreement; the Company's ability to remain in compliance with its
public filing requirements under the Securities Exchange Act of 1934, as
amended; the outcome of the SEC investigation relating to the matters that were
the subject of the Special Committee investigation and other litigation
involving the Company; 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 success of other competing manufacturers; the
performance and security of the Company's vehicles; potential litigation
involving the Company; the result of future financing efforts and general
economic and market conditions impacting demand for the Company's products;
recent cost, headcount and salary reduction actions may not be sufficient or may
not achieve their expected results; and the ability of the Company to attract
and retain directors and 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 filed on December 23, 2022, and other
documents filed by the Company from time to 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 put undue reliance on
forward-looking statements, and the Company does not undertake any 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.
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FARADAY FUTURE INTELLIGENT ELECTRIC INC. 
