Key Highlights
- Faraday Future finalized a $45 million capital agreement with a US-based institutional investor, receiving full funding immediately upon execution.
- The financing structure includes two separate notes: a direct $15 million injection and $30 million placed in a restricted account.
- Funds are designated for advancing the company’s AI robotics division and staged rollout of the FX Super One electric vehicle.
- Management characterized this arrangement as the most shareholder-friendly financing structure they’ve secured in recent memory.
- FF plans to seek stockholder approval for a 45% expansion of authorized shares and may implement a reverse stock split at the upcoming shareholder meeting.
Faraday Future Intelligent Electric (FFAI) has successfully completed a $45 million capital raise through an agreement with an institutional investor based in the United States. The company received the entire funding amount immediately on the day contracts were executed.
Faraday Future Intelligent Electric Inc., FFAI
The capital structure consists of two distinct promissory notes. A $15 million note provides immediate working capital to the organization, featuring a 9% annual interest component and an original issue discount totaling $750,000. A separate $30 million note has been placed in a controlled account, with the deposited cash serving as collateral.
The $15 million note contains provisions for elevated default interest reaching up to 18% annually, plus monitoring fees should the obligation extend beyond 180 days from issuance.
The investor may begin redeeming notes six months following the closing date, with redemption rights extending through 24 months. Redemptions can be settled in either cash or common stock at the investor’s discretion, with stock conversion prices determined by the lesser of the previous trading day’s closing price or the five-day volume-weighted average price preceding conversion.
The first note restricts redemptions to a maximum of 5% of daily trading volume — and only on trading days when FFAI’s Class A shares trade at least 15% above Nasdaq’s minimum listing price requirement.
Anti-Dilution Mechanisms Included
The notes incorporate an issuance limitation preventing FF from distributing shares exceeding 19.99% of outstanding Class A common stock without obtaining stockholder consent. Company founder YT Jia indicated that approximately 120 million shares would need to be reserved, while emphasizing that none of these shares will enter circulation or be sold during the initial six-month period.
Jia further explained that if share prices recover above the $1.50 threshold, the investor would obtain approximately 30 million shares through conversion — significantly fewer than the reserved quantity — with the remaining shares staying off the market.
FF characterized this financing arrangement as the least dilutive capital raise the company has executed in recent years. Univest Securities acted as the exclusive placement agent for this transaction.
According to the company, this funding substantially addresses the capital requirements necessary to achieve initial milestones in its AI robotics venture. The proceeds will additionally support the phased manufacturing and delivery schedule for the FX Super One electric vehicle.
Stockholder Meeting Agenda
FF has outlined three key proposals for consideration at its 2026 annual stockholder gathering.
The first proposal seeks stockholder approval for expanding authorized share count by 45% — approximately 140 million additional shares. Of this amount, roughly 120 million would be allocated to support the recent financing agreement, with remaining shares designated for prospective capital raises and employee equity compensation programs.
Management is also presenting a potential reverse stock split for stockholder consideration, though Jia emphasized this would serve solely as a compliance mechanism for maintaining Nasdaq listing requirements, not as a proactive strategic initiative.
Regarding corporate governance, the board composition has undergone significant restructuring. Jerry Wang and Lucky Jiang have been named to executive director positions. Additional management reorganization is currently in progress and will be publicly announced following formal board ratification.
California State Treasurer Fiona Ma participated in the inaugural event for FF’s Embodied AI Robotics Education and Innovation Lab, which the company positioned as a foundational step toward establishing the nation’s first comprehensive large-scale AI education infrastructure.
FF has scheduled an EAI Developer Ecosystem Forum and open-source platform introduction for April 25 in the San Francisco Bay Area.
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