· 授权股份总数(不是实发股总数)的申请增加幅度只有29%,符合常见上市公司在年度股东大会中的申请增加比例。我们将坚持审慎严谨、低比例的发行策略。
· 年度股东大会没有合股提案,体现我们“坚决不合股”的承诺。 · 启动“组织变革,坚决不合股”等五大举措,坚定捍卫股东价值与信心 。 · 关键提案赋能战略执行,启动FX首车年底下线倒计时。 · “FF股民社区与FX开发者共创日”将于美国时间4月24日在洛杉矶举办,加强与股东股民透明紧密的沟通 。
北京时间2025年4月19日(美国加州4月18日)——总部位于美国加州的全球共享智能电动出行生态公司Faraday Future Intelligent Electric Inc.(NASDAQ:FFAI)("Faraday Future "、"FF"或 "公司")今天宣布,将于2025年5月28日召开年度股东大会(“AGM”),寻求股东批准关键提案,助力公司战略执行和价值增长。
公司呼吁股东对所有提案投赞成票。
提案要点:
1、董事选举提案
公司拟选举五名董事Matthias Aydt、Chad Chen、Chui Tin Mok、Jie Sheng和Lev Peker。如果当选,将任职至2026年股东年会重新选举董事(“董事选举提案”)。
2、私募提案
根据纳斯达克上市规则5635(d),批准向某些可转换票据和认股权证的持有人发行普通股(“私募提案”)
3、股份授权提案
批准对公司章程的修订,以增加
(i) 公司普通股的授权股份数量从129,245,313股增加到167,245,313股,增加了38,000,00股,增发约29%,以及
(ii)将公司优先股的授权股份数量从10,000,000股增加到12,900,000股,增加2,900,000股,使公司普通股和优先股的总授权股份从139,245,313股增加到180,145,313股。(“股份授权提案”)
股份授权提案,申请增加的是公司未来可发行的股份数,并不是增发实际流通股。如果该提案获批,公司未来将按照业务需求,分批次、十分谨慎地发行股份。
4、公司更名提案
批准对公司章程的修订,将公司名称从Faraday Future Intelligent Electric变更为Faraday Future AI Electric Vehicle Inc.(“公司更名提案”)。
公司拟更名为“Faraday Future AI Electric Vehicle Inc.”,体现了公司战略的持续升级,以及强化AI与核心技术更深入的融合的业务布局,覆盖智能出行、车辆系统和用户体验等领域。新名称进一步彰显公司致力于引领AIEV产业的愿景,以及在AI驱动的创新解决方案与智慧出行生态方面的不懈追求。此外,新名称与公司新的股票代码“FFAI”相呼应,有利于强化统一的品牌形象。
5、休会提案
批准公司不时延期一次或多次年度股东大会,以便在必要或适当的情况下进一步征求代理人,前提是在延期时,年度股东大会上没有足够的选票来批准一项或多项提案,或者年度股东大会主席认为有必要或适当(“休会提案”)。
关键提案赋能战略执行
· 确保公司治理能力。选举公司治理经验丰富的董事会成员,有助于确保与长期目标相一致的连续性和战略监督。
· 助力双品牌增长和结构优化。如果授权股份提案获批,将使公司保持充足的授权股份,使公司在探索并购、股权合作以及获取未来融资方面提供股份支撑,从而增强公司双品牌影响力和推动FX桥梁战略。
· 提升财务稳健性。如果授权股份和私募提案获批,将帮助公司提升财务稳健性、增强履约能力、保持纳斯达克合规性,助力公司正在快速推进的FX战略项目和后续配套融资。
业务进展和行业影响力提升
受益于股东的持续支持,公司的FX战略正在取得全面的进展:
· 目标FX首车年底下线,现已进入倒计时冲刺阶段。
· 已获得FX原型车的公共道路测试许可,将于下周正式启动多款原型车在多种复杂公共道路环境下的实测,包括自动驾驶系统等测试。
· 自去年9月推出FX战略,仅历时9个月,FX首款车型Super One将在6月底首次发布。
· 不断收到来自美国本土用户、大型车队运行机构、租车公司等多个渠道的咨询与采购合作需求。即将开始大规模收取付费预订单。
· 受邀参加在白宫举行的商业圆桌会议。FX CEO Max Ma参与了关于全球关税、美国制造及创新等关键议题的讨论。
启动五大举措,坚定捍卫股东价值与信心
股东既是公司的资源提供者,也是治理参与者,同时对公司的发展方向和市场价值具有深远影响。公司坚决捍卫股东价值与信心,并已正式启动五大核心举措:
1.资本层面举措组合拳
持续优化资本结构,坚决不合股,除非为维持纳斯达克上市地位所必需。
审慎发行股份,任何发股都只为支持业务发展,谨慎稀释激发最大价值。
筹划高管增持,在法律允许的交易窗口期并结合其他必要条件进行筹划并会及时公布。
坚决打击对公司的恶意做空行为,捍卫股东利益。
2.关税新政下的机遇与举措
关税对FX战略短期有挑战,中长期可能是重大战略机遇。
正与美国政府密切沟通,主动提出行业关税与政策建议,表达在美发展的具体诉求。
FX品牌CEO Max已与白宫相关决策层展开重要会谈。作为“中美汽车桥梁”代表,FF正在深度参与产业未来政策方向。
3.FX战略全力加速 进入年底首车下线倒计时
FX正在取得全面的进展,年底首车下线已进入倒计时冲刺。
多款原型车正在洛杉矶总部开展内部测试和优化,下周启动多种复杂路测,包括自动驾驶系统等测试。
4.加强和股民透明沟通 下周四举办 “FF股民社区与FX开发者共创日”
加强与市场的互动,减少因为信息差而引发的误解,让市场了解FF基本面的积极变化。
“FF股民社区与FX开发者共创日”将于4月24日在洛杉矶举办, 让更多人真正理解我们的战略、价值和潜力。
5. 组织变革彻底深解决制约公司发展和残害公司价值的根本症结
将启动一系列治理层和管理层的深度改革,组织效能释放,让公司成长和价值爆发进入快车道。
“本次股东大会提案不仅涉及治理机制,更为后续规模化提供信心和支柱”,公司CEO Mathias Aydt表示,“我们的双品牌愿景——极智科技顶奢汽车品牌FF 91 2.0和大众汽车品牌FX——正在吸引全球客户、投资者和合作伙伴。授权股份增加提案,使我们在机会出现时能够灵活快速地采取行动——无论是获取新资本、建立全球联盟,还是深化与机构和战略投资者的关系,这也展现了我们的信心,既对公司未来充满信心,也对公司技术和产品被更广泛的需求充满信心。我们呼吁股东对所有提案投赞成票,您的支持决定公司的未来!”
会议信息
年度股东大会计划在5月28日美西时间上午9点举行,会议网址:
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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