What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-19 compared with 2025-05-09 · 826 added, 380 removed, 1247 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

35 unchanged sentences

162,815,625 and 99,815,625 shares authorized;

86,786,748 and 65,919,127 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

122,722,249 and 65,919,127 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Class B Common Stock, 0.0001 par value;

4,429,688 shares authorized;

6,667 shares issued and outstanding as of March 31, 2025 and December 31, 2024

6,667 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Preferred Stock, 0.0001 par value;

10,000,000 shares authorized;

zero and one shares issued and outstanding as of March 31, 2025 and December 31, 2024 respectively

3,900,000 and 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024 respectively;

zero and one shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively

Series B Preferred Stock, $ 0.0001 par value;

9,000,000 and zero shares authorized as of June 30, 2025 and December 31, 2024 respectively;

4,400,232 and zero shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,501,989 4,421,563

7 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 54 $ 293 $ 370 $ 295

5 unchanged sentences

General and administrative 14,097 17,201 27,771 31,049

Loss (gain) on disposal on property, plant, and equipment 44 ( 87 )

Lease impairment, net — 7,616 — 7,616

Loss (gain) on disposal of property, plant, and equipment 276 16 320 ( 71 )

Total operating expenses 21,250 29,932 44,016 52,855

6 unchanged sentences

Related party interest expense — ( 1,506 ) — ( 6,600 )

Other income, net 1,784 530

Other income (loss), net ( 210 ) ( 292 ) 1,574 238

Loss before income taxes ( 124,676 ) ( 108,681 ) ( 134,944 ) ( 156,898 )

13 unchanged sentences

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Faraday Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statement of Stockholders’ Equity

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

Common Stock Additional

Common Stock Preferred Stock Additional

Capital Accumulated

1 unchanged sentence

Deficit Total Stockholder’s

Class A Class B Series B

Shares Amount Shares Amount Shares Amount

Balance as of March 31, 2025 86,786,748 $ 8 6,667 $ — $ — $ 4,456,374 $ 8,050 $ ( 4,324,624 ) $ 139,808

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 7) 35,000,693 4 — — ( 1,952,629 ) — 44,313 — — 44,317

Issuance of preferred stock series B to SPA noteholders — — — — 6,352,861 — — — — —

Settlements with issuance of Class A Common Stock (Note 11) 816,852 — — — — — 1,060 — — 1,060

Stock-based compensation — — — — — — 168 — — 168

Issuance of shares for RSU vesting net of tax withholdings 117,956 — — — — — 74 — — 74

Foreign currency translation adjustment — — — — — — — ( 895 ) — ( 895 )

Net loss — — — — — — — — ( 124,676 ) ( 124,676 )

Balance as of June 30, 2025 122,722,249 $ 12 6,667 $ — 4,400,232 $ — $ 4,501,989 $ 7,155 $ ( 4,449,300 ) $ 59,856

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated Deficit Total Stockholders’ Equity

Class A Class B

Shares Amount Shares Amount

Balance as of March 31, 2024 3,984,760 $ 16 266,670 $ — $ 4,202,125 $ 6,094 $ ( 4,006,716 ) $ 201,519

Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 7,046,856 28 — — 55,071 — — 55,099

Stock-based compensation — — — — 117 — — 117

Foreign currency translation adjustment — — — — — 632 — 632

Net loss — — — — — ( 108,685 ) ( 108,685 )

Balance as of June 30, 2024 11,031,616 $ 44 266,670 $ — $ 4,257,313 $ 6,726 $ ( 4,115,401 ) $ 148,682

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

Faraday Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

Common Stock Preferred Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Accumulated

Deficit Total Stockholder’s

Class A Class B Series B

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2024 65,919,127 $ 6 6,667 $ — — $ — $ 4,421,563 $ 7,744 $ ( 4,314,346 ) $ 114,967

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 7) 55,082,199 6 — — ( 1,952,629 ) — 76,984 — — 76,990

Settlement of HSL s.r.l.

lawsuit with issuance of Class A Common Stock (Note 11) 774,183 — — — 1,185 — — 1,185

Issuance of preferred stock series B to SPA noteholders — — — — 6,352,861 — — — — —

Settlements with issuance of Class A Common Stock (Note 11) 1,591,035 — — — — — 2,245 — — 2,245

Related party debt restructuring (Note 8) — — — — — — 654 — — 654

Stock-based compensation — — — — — — 469 — — 469

Issuance of shares for RSU vesting net of tax withholdings 129,888 — — — — — 74 — — 74

Chongqing related party debt restructuring (Note 8) — — — — 654 — — 654

Foreign currency translation adjustment — — — — — — — ( 589 ) — ( 589 )

Net loss — — — — — — — — ( 134,954 ) ( 134,954 )

Balance as of March 31, 2025 86,786,748 $ 8 6,667 $ — $ 4,456,374 $ 8,050 $ ( 4,324,624 ) $ 139,808

Balance as of June 30, 2025 122,722,249 $ 12 6,667 $ — 4,400,232 $ — $ 4,501,989 $ 7,155 $ ( 4,449,300 ) $ 59,856

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

11 unchanged sentences

Net loss — — — — — — ( 156,902 ) ( 156,902 )

Balance as of March 31, 2024 3,984,768 $ — 6,667 $ — $ 4,202,141 $ 6,094 $ ( 4,006,716 ) $ 201,519

Balance as of June 30, 2024 11,031,616 $ 44 266,670 $ — $ 4,257,313 $ 6,726 $ ( 4,115,401 ) $ 148,682

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

5 unchanged sentences

Stock-based compensation 1,198 658

Reserve on inventory 3,753 —

Loss (gain) on disposal of property and equipment 320 ( 71 )

Loss on lease impairment — 7,616

Loss from settlement of notes payable 38,378 58,381

13 unchanged sentences

Related party accrued expenses and other current and non-current liabilities ( 11 ) —

Accrued interest expense — 5,114

Accrued related party interest expense ( 96 ) 5,114

Financial obligations on lease back transaction — 1,353

11 unchanged sentences

Payments of notes payable issuance costs ( 1,521 ) ( 189 )

Payments of related party notes payable ( 615 ) —

Net cash provided by financing activities

8 unchanged sentences

The following table provides a reconciliation of cash and restricted cash reported within the Unaudited Condensed Consolidated Balance Sheets that aggregate to the total of the same such amounts shown in the Unaudited Condensed Consolidated Statements of Cash Flows:

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Cash and restricted cash

2 unchanged sentences

$ 13,261 $ 1,377

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosure of cash flow information

3 unchanged sentences

Additions of property and equipment included in accounts payable and accrued expenses $ 43,893 $ 42,690

Settlement of HSL s.l.r.

liability in Class A Common Stock $ 1,185 $ —

Settlement of vendor liability in Class A Common Stock $ 2,245 $ —

Conversion of notes payable, related party notes payable and accrued interest into Class A Common Stock $ 35,572 $ 17,240

Issuance of warrants with the SPA Portfolio Notes $ 32,328 $ 10

SPA Note issuance costs included in accounts payable and accrued expenses $ 393 $ —

Recognition of right-of use assets and liabilities for new leases and lease modifications $ 6,229 $ —

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

16 unchanged sentences

Securities and Exchange Commission (“SEC”) on March 31, 2025, (the “Form 10-K”).

Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2025, has been derived from the Company’s Annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements.

Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2025, has been derived from the Company’s Annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements.

The Company believes that the disclosures included in this Quarterly Report on Form 10-Q (this “ Form 10-Q ”) are adequate to make the information presented not misleading.

2 unchanged sentences

Our annual reporting period is the calendar year.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the 2025 full year or any future periods.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the 2025 full year or any future periods.

Basis of Presentation

12 unchanged sentences

Given the global economic climate, estimates are subject to additional volatility.

As of the date of filing the Company’s Unaudited Condensed Consolidated Financial Statements on this Form 10-Q with the SEC for the period ended March 31, 2025, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.

As of the date of filing the Company’s Unaudited Condensed Consolidated Financial Statements on this Form 10-Q with the SEC for the period ended June 30, 2025, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.

However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Unaudited Condensed Consolidated Financial Statements in future periods.

Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Variable Interest Entity

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”).

For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

Faraday X AIEV Hong Kong Holding Limited (“FXHK”) is a company incorporated under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

As a subsidiary, FXHK is responsible for executing the FX strategy and driving the success of the FX brand.

On March 31, 2025, the Company transferred 6,000 shares, representing 60 % of the issued share capital of FXHK, to Xiao Ma, the CEO of Faraday X and an employee of the Company.

The Company continues to hold the remaining 40 % of the issued shares of FXHK.

The Company consolidates FXHK pursuant to the VIE provisions of ASC 810.

FXHK was established with nominal capital and is dependent on the Company to support its activities to develop, market, and sell the Company's FX brand.

The Company is the primary beneficiary of the FXHK entity as it has the power to direct the activities that most significantly impact FXHK's economic performance.

Through various agreements executed with Mr.

Ma, along with Mr.

Ma's status as an employee of the Company, the Company is able to exercise sole control over stockholder decisions and maintains the unilateral right to remove Mr.

Ma from his position as the majority stockholder.

The Company is entitled to substantially all of the benefits and bears all of the risks associated with FXHK through a combination of equity ownership and contractual arrangements.

The assets and liabilities of FXHK are carried at their historical cost in the Company's unaudited condensed consolidated balance sheets as the Company has had control over FXHK since its inception.

Reverse Stock Splits and Recasting of Per-Share Amounts

1 unchanged sentence

The Third Reverse Stock Split was effected after market close on August 16, 2024, and shares of the Class A Common Stock par value $ 0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on August 19, 2024.

All shares of Common Stock, Public Warrants, stock-based compensation awards, earnout shares and per share amounts contained in the Unaudited Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split, Second Reverse Stock Split and the Third Reverse Stock Split.

All shares of Common Stock, Public Warrants, stock-based compensation awards, and per share amounts contained in the Unaudited Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Company’s historical reverse stock splits.

In addition, proportionate adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding convertible debt securities and warrants, as well as the applicable exercise or conversion prices.

See Note 12, Stockholders’ Equity , and Note 13, Stock-Based Compensation , for further discussion regarding the Reverse Stock Split, the Second Reverse Stock Split, and the Third Reverse Stock Split.

The Company operates in one operating segment and one reportable segment.

T he Company’s two Global Co-Chief Executive Officers (“Global Co-CEOs”), acting jointly serving as Co-Chief Operating Decision Makers (“CODMs”), regularly evaluate the Company’s financial performance using consolidated financial information at the total-company level.

The CODMs receive regular financial and operational reporting that focuses primarily on the Company's consolidated loss from operations, overall cash flows, liquidity, and strategic initiatives.

See Note 12, Stockholders’ Equity , and Note 13, Stock-Based Compensation , for further discussion regarding the historical reverse stock splits.

The Company operates in a single operating and reportable segment.

Through August 12, 2025, t he Company’s two Global Co-Chief Executive Officers (“Global Co-CEOs”), acting jointly serving as Co-Chief Operating Decision Makers (“CODMs”), and regularly evaluated the Company’s financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

Effective August 13, 2025, in connection with temporary governance adjustments approved by the Board, Mr.

Matthias Aydt serves as the Company’s sole CODM for purposes of ASC 280 (see Note 16).

Management has identified Loss from operations, as presented in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODMs to evaluate the performance of the business and allocate resources.

This measure is critical for a going concern that must carefully manage its cash outflows, particularly given that the timing of its cash inflows is influenced by external investor decisions.

The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management,

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

which include the expenses presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports.

9 unchanged sentences

Summary of Significant Accounting Policies

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work in progress, and finished goods.

The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out basis.

Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods.

Property, Plant and Equipment, Net

23 unchanged sentences

See Note 10, Leases for further details.

No other impairment charges for long-lived assets were recorded during the quarters ended March 31, 2025 and 2024.

No other impairment charges for long-lived assets were recorded during the six months ended June 30, 2025.

Faraday Future Intelligent Electric Inc.

2 unchanged sentences

The following table disaggregates our revenue by major source:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Automotive leasing - Operating type 54 ( 19 ) 105 ( 17 )

$ 54 $ 293 $ 370 $ 295

Automotive Sales Revenue

The Company began the production of its first vehicle the FF 91 Futurist (the “FF 91,” “FF 91 Futurist”, or “FF 91 2.0 Futurist Alliance”) in March 2023 and started making deliveries to customers in August 2023.

The Company recognizes automotive sales revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

Automotive sales revenue includes cash deliveries of new vehicles, and specific other features and services including home charger, charger installation, twenty-four-seven roadside assistance, over-the-air (“OTA”) software updates, internet connectivity and destination fees that meet the definition of a performance obligation under ASC 606.

As part of the first step in applying ASC 606, the Company assesses whether multiple contracts entered into with the same customer—such as a vehicle sale and a co-creation agreement—should be combined.

When these contracts are negotiated together and are economically interdependent, they are accounted for as a single arrangement.

This evaluation ensures that the revenue recognition reflects the substance of the transaction.

Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Revenue is recognized when control of the vehicle transfers upon delivery to the customer.

6 unchanged sentences

The Company provides certain customers with a residual value guarantee which may or may not be exercised in the future.

Residual value guarantees provided to customers had an immaterial impact on revenue for the three months ended March 31, 2025 and 2024 .

Residual value guarantees provided to customers had an immaterial impact on revenue for the three and six months ended June 30, 2025 and 2024 .

Automotive Leasing Revenue

8 unchanged sentences

Taxes collected from customers in connection with automotive leasing transactions are excluded from the transaction price and reported separately in accordance with ASC 606.

As part of the revenue recognition process, the Company evaluates whether a lease contract should be combined with other agreements—such as co-creation arrangements—under ASC 606 when the contracts are negotiated together and are

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

economically interdependent.

Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Sales-Type Leasing Program :

8 unchanged sentences

The unguaranteed residual asset represents the estimated fair value of the leased vehicle at the end of the lease term that is not guaranteed by the lessee or any third party.

As of March 31, 2025, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $ 0.3 million.

As of June 30, 2025, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $ 0.3 million.

The estimate of unguaranteed residual value reflects management’s judgment, informed by historical residual value experience, current market conditions, and the anticipated future utility of the leased assets.

2 unchanged sentences

This arrangement leverages select sales and leasing customers to provide valuable driving data, insights, marketing, and brand awareness for the FF 91 vehicle.

In exchange for these services, the Company compensates customers through either a monthly consulting fee or a discount on their lease payments.

In exchange for these services, the Company compensates customers through a one-time consulting fee, consulting fees paid in installments or a discount on their lease payments.

The services provided are considered distinct and could be purchased separately from a third party.

Management conducted a detailed evaluation of each customer’s services under the co-creation agreement, established relevant data points, and assigned a fair value to the services provided.

Any payments exceeding the fair value of these services are treated as consideration paid to the customer and recorded as a reduction of revenue.

For the three months ended March 31, 2025 and 2024, the Company recognized $ 0 in co-creation fees as a reduction of revenue in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Additionally, the Company recorded $ 0.14 million and $ 0.16 million in co-creation fees as marketing expenses for the same periods.

Co-creation fees related to R&D were considered immaterial and were included in Sales and marketing expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company evaluates the economic substance of both the vehicle sale or lease contract and the co-creation agreement to determine whether they should be combined under the contract combination guidance in ASC 606.

When the contracts are economically linked, the Company accounts for them as a single arrangement.

Under this approach, the cash inflows from the customer and the cash outflows from the Company are netted and treated as a single transaction.

The resulting net amount is recorded as marketing expense.

In situations where the net amount is less than the vehicle’s sale price or the contractual lease payment, the difference between the net amount and the sale price or lease payment is recognized as revenue.

For the three months ended June 30, 2025 and 2024, the Company recognized $ 0.2 million and $ 0.2 million, respectively, in co-creation fees as marketing expenses for the same periods.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.3 million, respectively, in co-creation fees as marketing expenses for the same periods.

Co-creation fees related to R&D were considered insignificant and included in Sales and marketing expenses.

All co-creation fees are presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Customer Deposits

The Company’s customers may reserve a vehicl e and preorder certain services by making a customer deposit, which is fully refundable at any time.

Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits within Accrued expenses and other current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets.

Customer deposits we re $ 3.0 million and $ 3.0 million as of March 31, 2025 and December 31, 2024 , respectively.

As o f June 30, 2025, the Company held approximately $ 3.2 million in customer deposits, compared to $ 3.0 million as of December 31, 2024.

These deposits relate to vehicle reservations under both business and consumer programs.

Business-to-business (B2B) reservations are made through non-binding pre-order deposits agreements and require fixed, non-refundable deposits that may be applied toward the purchase of a limited number of vehicles.

These programs are designed to incentivize volume interest by allowing the deposits to be applied toward the purchase of a limited number of vehicles under future purchase agreements.

Business-to-consumer (B2C) reservations are typically submitted on a one-to-one basis with a specific vehicle and involve refundable or promotional deposits.

Customer deposits are recorded in Accrued expenses and other current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets and will be recognized as revenue upon delivery of the vehicle or resolution of the reservation in accordance with the applicable terms.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Deferred Revenue

3 unchanged sentences

Deferred revenue represents the total transaction price allocated to performance obligations that remain unsatisfied or partially unsatisfied as of the balance sheet date.

As of March 31, 2025 and December 31, 2024 d eferred revenue related to products and services w as immaterial .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2025 and December 31, 2024 d eferred revenue related to products and services totaled $ 0.3 million and an insignificant amount, respectively.

Cost of Revenue

4 unchanged sentences

Cost of services and other revenue also includes direct parts and material.

Cost of services and other revenue was immaterial for the three months ended March 31, 2025 and 2024.

Cost of services and other revenue w as insignificant for t he three and six months ended June 30, 2025 and 2024.

Automotive Leasing Program

6 unchanged sentences

As the Company continues to manufacture and sell more vehicles it will reassess and evaluate its warranty claims for purposes of its warranty accrual.

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

13 unchanged sentences

The Company evaluates its tax positions based on a number of factors and may update its assessments as facts and circumstances change.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company is subject to taxation in the U.S.

1 unchanged sentence

The income tax provision for each period represents the aggregate estimated tax expense or benefit for these jurisdictions.

The income tax provision had a $ 10 thousand impact for the three months ended March 31, 2025, and no impact for the three months ended March 31, 2024, on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The in come tax provision did not impact the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2025 and 2024, and by $ 0.0 million and $ 0.0 million, respectively, for the six months ended June 30, 2025 and 2024.

The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense.

There were no material interest or penalties for the three months ended March 31, 2025 and 2024.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

There were no material interest or penalties for the three and six months ended June 30, 2025 and 2024 .

Recent Accounting Pronouncements

4 unchanged sentences

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, I ncome Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU enhances the transparency of income tax disclosures by requiring more detailed information about the rate reconciliation and income taxes paid, disaggregated by jurisdiction.

This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

This update is effective for the Company beginning January 1, 2025 and will first apply to the Company’s December 31, 2025 Form 10-K (as a public business entity, including SRCs).

Early adoption is permitted.

In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments .

This ASU clarifies when a settlement of a convertible debt instrument should be accounted for as an induced conversion rather than a debt extinguishment.

Key provisions include (a) applying a pre-existing-contract approach to assess whether the form and amount of consideration are preserved;

and (b) expanding the guidance to cover certain convertible debt instruments not previously convertible.

This update is effective for the Company beginning January 1, 2026 (fiscal year and interim periods beginning after December 15, 2025) and will first apply to the Company’s December 31, 2026 Form 10-K.

Early adoption is permitted, provided ASU 2020-06 has been adopted.

In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40 ).

This ASU requires public business entities to disclose additional details about certain expenses in the notes to financial statements, such as inventory purchases, employee compensation, depreciation, and intangible asset amortization.

This standard is effective for the Company beginning January 1, 2027, and will first apply to the Company’s December 31, 2027, Form 10-K, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-04, Leases (Topic 842):

Common Control Arrangements .

This ASU provides new guidance on lease arrangements between entities under common control, clarifying the criteria for determining whether a lease exists and how to account for such transactions.

This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs).

Early adoption is permitted.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer .

This ASU (a) revises the master-glossary definition of ‘performance condition’ to include customer-based targets;

(b) eliminates the forfeiture-policy election for awards granted to customers unless exchanged for a distinct good or service;

and (c) clarifies that the variable-consideration constraint in ASC 606 does not apply to share-based consideration payable to a customer.

Early adoption is permitted.

Liquidity and Capital Resources and Going Concern

1 unchanged sentence

Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Unaudited Condensed Consolidated Financial Statements were issued.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Preparation of Financial statements

3 unchanged sentences

The Company has and will continue to devote subs tantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising.

The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $ 4,324.6 million, an unrestricted cash balance of $ 9.5 million and a negative working capital position of $ 112.3 million as of March 31, 2025.

The Company delivered its first vehicles during 2023 and plans to launch its FX Series of vehicles, but expects to continue to generate significant operating losses for the foreseeable future.

The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $ 4,449.3 million, an unrestricted cash balance of $ 13.2 million and a negative working capital position of $ 146.0 million as of June 30, 2025.

During 2023, the Company commenced deliveries of the FF Series, specifically the FF 91 model, to customers.

The Company is currently manufacturing the FF 91 with plans to manufacture FF 92 models within the FF Series.

The Company has launched the FX Series, beginning with the SuperOne model, and is accepting pre-orders.

The Company is preparing to initiate full-scale, series production of the FX Series, including the SuperOne, for commercial sale, as distinct from prototype builds or validation units.

The Company expects to continue to incur significant operating losses for the foreseeable future.

The Company has funded its operations and capital needs primarily through the issuance of notes payable and related party notes payable convertible notes (see Note 7, Notes Payable and Note 8, Related Party Transactions ), and the sale of common stock.

Substantial doubt exists about the Company’s ability to continue as a going concern;

however, management plans to continue funding operations through these means.

Debt Commitments under SPA Portfolio Notes and Other Notes

2 unchanged sentences

These are categorized as follows:

(i) Secured SPA Notes;

(ii) 2023 Unsecured SPA Notes;

(iii) Junior Secured SPA Notes;

(iv) 2024 Unsecured SPA Notes and (v) 2025 March Unsecured SPA Notes.

As of March 31, 2025, the SPA Portfolio Notes were in good standing.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(i) Secured SPA Notes (defined below);

(ii) 2023 Unsecured SPA Notes (defined below);

(iii) Junior Secured SPA Notes (defined below);

(iv) 2024 Unsecured SPA Notes (defined below) and (v) 2025 March Unsecured SPA Notes (defined below).

As of June 30, 2025, the SPA Portfolio Notes were in good standing.

Pursuant to the SPA Portfolio Notes commitments (collectively the “SPA Commitments”) (see Note 7, Notes Payable and Note 8, Related Party Transactions ), the Company obtained commitments from several investors.

As of March 31, 2025, the SPA Commitments totaled $ 655.5 million, of which $ 427.7 million was funded, $ 227.8 million remained to be funded, and $ 48.3 million in principal was outstanding.

On March 31, 2025, Optional Commitments under the SPA Commitments totaled $ 467.0 million, of which $ 50.9 million was funded, $ 386.1 million remained to be funded, and $ 2.5 million was outstanding.

The remaining amounts to be funded as of March 31, 2025, are subject to the achievement of delivery milestones, satisfaction of closing conditions, certain of which include minimum share price requirements, resolving disputes with investors, and satisfaction or waiver of other conditions, including for a portion of such financing an effective registration statement for the shares underlying the applicable notes.

As of June 30, 2025, the SPA Commitments totaled $ 655.5 million, of which $ 449.3 million was funded, $ 206.2 million remained to be funded, and $ 33.3 million in principal was outstanding.

On June 30, 2025, Optional Commitments (including incremental warrants) under the SPA Commitments totaled $ 467.0 million, of which $ 60.9 million was funded, $ 406.1 million remained to be funded, and $ 10.0 million was outstanding.

Of these amounts, $ 189.2 million of SPA Commitments and $ 305.1 million of Optional Commitments expired unfunded after June 30, 2025, but prior to issuance of these financial statements.

The remaining amounts to be funded as of June 30, 2025, are subject to the achievement of delivery milestones, satisfaction of closing conditions, certain of which include minimum share price requirements, resolving disputes with investors, and satisfaction or waiver of other conditions, including for a portion of such financing an effective registration statement for the shares underlying the applicable notes.

Subsequent to June 30, 2025, the Company entered into an $ 82.0 million financing agreement and raised approximately $ 45.7 million in gross proceeds from SPA Portfolio Notes financings and $ 1.4 million from warrant exercises (see Note 16 Subsequent Events) for details.

While these transactions partially address our short-term liquidity needs, substantial doubt continues to exist regarding our ability to continue as a going concern.

Other Financing Arrangements and Related Party Notes:

Additional financing is provided via convertible debt instruments, equipment financing arrangements, and related party notes that support the Company’s operations and capital expenditures.

As of March 31, 2025, the Company was in good standing on all of its other financing arrangements and Related Party Notes.

As of June 30, 2025, the Company was in good standing on all of its other financing arrangements and Related Party Notes.

The Company may be unable to satisfy the closing conditions under the SPA Commitments or obt ain additional incremental investors under the SPA Commitments or other debt or equity financing in a timely manner, on acceptable terms, or at all.

1 unchanged sentence

The Company has implemented a series of financing arrangements, including a Standby Equity Purchase Agreement with Yorkville and an At-The-Market offering.

These initiatives are accompanied by equity issuance constraints, such as limitations imposed by authorized share counts and the impact of convertible securities and related provisions.

These initiatives are accompanied by equity issuance constraints, such as

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

limitations imposed by authorized share counts and the impact of convertible securities and related provisions.

Together, these elements define the Company’s approach to capital raising and its management of associated regulatory and contractual obligations .

3 unchanged sentences

(“Yorkville”) , subject to certain limitations.

As of March 31, 2025, the Company had the right to issue and sell up to an additional $ 192.5 million, or $ 342.5 million if the Company exercises its option under the SEPA.

As of June 30, 2025, the Company had the right to issue and sell up to an additional $ 192.5 million, or $ 342.5 million if the Company exercises its option under the SEPA.

At-The-Market Offerin g

2 unchanged sentences

and Maxim Group LLC, as sales agents, to sell shares of Class A Common Stock, from time to time, with aggregate gross sales proceeds of up to $ 90.0 million pursuant to the Registration Statement as an “at-the-market” offering under the Securities Act (the “ATM Program”).

Under applicable SEC rules and regulations, because the Company failed to timely file its Form 10-K for the year ended December 31, 2023, as well as its Form 10-Q for the quarter ended March 31, 2024, the Company will not be eligible to access the ATM Program until August 1, 2025, at the earliest.

Under applicable SEC rules and regulations, because the Company failed to timely file its Form 10-K for the year ended December 31, 2023, as well as its Form 10-Qs for the quarters ended March 31, 2024 and June 30, 2024, the Company was previously ineligible to access the ATM Program.

However, as of August 1, 2025, the Company regained eligibility to access the ATM Program.

Equity Issuance Constraints

3 unchanged sentences

This could result in the Company having inadequate authorized shares to meet its outstanding commitments.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Capital Needs, FX Series Production, and Bankruptcy Risk

12 unchanged sentences

Apart from the FF 91 series and FX series, substantial additional capital would be required to fund operations, research, development, and design efforts for future vehicles.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

In addition, elevated U.S.

import tariffs on electric vehicle components sourced from China could increase the Company's future manufacturing costs as production of the FX Series and other future vehicle models are introduced.

While tariffs did not materially impact cost of goods sold for the three months ended March 31, 2025, due to limited production volume, continued reliance on China-based suppliers may contribute to higher input costs, pressure gross margins, and increase the Company's future funding needs.

While tariffs did not materially impact cost of goods sold for the three and six months ended June 30, 2025, due to limited production volume, continued reliance on China-based suppliers may contribute to higher input costs, pressure gross margins, and increase the Company's future funding needs.

Going Concern and Future Capital Strategy

2 unchanged sentences

Inventory, net, consists of the following as of:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Raw materials (net of reserves) $ 22,539 $ 27,440

2 unchanged sentences

$ 23,103 $ 27,486

The inventory reserve was $ 3.3 million and $ 3.3 million as of March 31, 2025 and December 31, 2024 , respectively.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The inventory reserve was $ 7.1 million and $ 3.3 million as of June 30, 2025 and December 31, 2024 , respectively.

Deposits and Other Current Assets

Deposits and other current assets consists of the following as of:

(in thousands) March 31, 2025 December 31, 2024

Deposits and other current assets consist of the following as of:

(in thousands) June 30, 2025 December 31, 2024

Deposits for research and development, prototype and production parts, and other $ 31,748 $ 29,318

1 unchanged sentence

$ 33,424 $ 31,094

Other current assets March 31, 2025 December 31, 2024

Other current assets June 30, 2025 December 31, 2024

Prepaid expenses $ 4,727 $ 4,832

1 unchanged sentence

$ 6,141 $ 6,127

Deposits for R&D, prototype and production parts, and other are recognized and reported as R&D expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss when services are provided or as prototype parts are received.

In addition, during the three months ended March 31, 2025 and 2024, the Company made deposits for inventory and property and equipment items which are classified as Deposits for goods and services yet to be received (“Future Work”).

Deposits for R&D, prototype and production parts, and other related items are recognized and reported as R&D expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss when services are provided or as prototype parts are received.

In addition, during the three and six months ended June 30, 2025 and 2024, the Company made deposits for inventory and property and equipment items which are classified as Deposits for goods and services yet to be received (“Future Work”).

Prepaid expenses primarily consist of software subscriptions and insurance, and Other current assets includes certain deferred expenses.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Property, Plant, and Equipment, Net

1 unchanged sentence

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Land, buildings and leasehold improvements $ 116,147 $ 111,443

10 unchanged sentences

Tooling, machinery, and equi pment are either held at Company facilities, primarily the FF ieFactory California, or at the vendor’s location until the tooling, machinery and equipment is completed.

Depreciation and amortization expe nse totale d $ 17.5 million and $ 17.7 million for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025, the Company recognized a $ 44 thousand loss on disposal of property, plant, and equipment, which included the derecognition of approximately $ 0.2 million in accumulated depreciation.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Asset Retirement Obligation

Due to the build out of the FF ieFactory California, the Company has an asset retirement obligation (“ARO”) totaling $ 0.8 million and $ 0.8 million as of March 31, 2025 and December 31, 2024, respectively.

The ARO is recorded to Other liabilities with a corresponding ARO asset within Land, buildings and leasehold improvements and Tooling, machinery, and equipment.

The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027.

Depreciation and amortization expense totaled $ 19.8 million and $ 18.1 million for the three months ended June 30, 2025 and 2024, respectively and $ 37.3 million and $ 35.8 million for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025 , the Company disposed of property, plant, and equipment, which included the derecognition of approximately $ 0.3 million in accumulated depr eciation.

Accrued Expenses and Other Current Liabilities

1 unchanged sentence

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued payroll and benefits $ 30,617 $ 27,713

1 unchanged sentence

Customer deposits 3,235 3,027

Accrued liabilities with related parties

11,104 11,077

Other current liabilities 10,606 5,846

$ 65,692 $ 56,754

Asset Retirement Obligation

Due to the build out of the FF ieFactory California, the Company has an asset retirement obligation (“ARO”) totaling $ 0.8 million and $ 0.8 million as of June 30, 2025 and December 31, 2024, respectively.

The ARO is recorded in Other liabilities with a corresponding ARO asset within Land, buildings and leasehold improvements and Tooling, machinery, and equipment.

The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Notes Payable

The Company has entered into notes payable agreements with third parties.

The tables below summarize these agreements as of March 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

March 31, 2025

The tables below summarize these agreements as of June 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments.

Although the stated interest rates on the SPA Portfolio Notes are 10% or 15%, the Company’s effective cost of capital is substantially higher.

Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest.

In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant.

These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates.

The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

June 30, 2025

(in thousands) Contractual

3 unchanged sentences

Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net

Secured SPA Notes Various 10 % - 15 % $ 2,500 $ 139 $ ( 250 ) $ 2,389

2023 Unsecured SPA Notes June 2032 10 % - 15 % $ 5,000 $ 39 $ ( 500 ) $ 4,539

Junior Secured SPA Notes September 2029 10 % — — — —

2024 Unsecured SPA Notes Various through January 2030 10 % 18,299 8,683 ( 16,973 ) 10,009

2025 March Unsecured SPA Notes April 2030 10 % 2,000 ( 44 ) ( 1,193 ) 763

2025 March Unsecured SPA Notes Various dates in 2030 10 % 17,320 2,870 ( 10,893 ) 9,297

Notes payable – China other

22 unchanged sentences

Roll Forward of the Fair Value of Notes payable by Transaction Type

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to March 31, 2025 with third parties.

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2025 to June 30, 2025 with third parties.

The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

5 unchanged sentences

SPA Notes 2025 March Unsecured SPA Notes Notes

China other Total

Balance as of March 31, 2025 (a) $ 2,389 $ — $ 6,060 $ 11,330 $ 763 $ 4,132 $ 24,674

New Issuances (b) — 4,500 — — 9,287 — 13,787

Repayment of Debt (c) — — — — — — —

Conversion of Debt to Equity (d) ( 2,946 ) — ( 6,904 ) ( 5,847 ) ( 3,510 ) — ( 19,207 )

Fair Value Adjustments of Debt (e) 557 39 844 4,526 2,757 — 8,723

Other Adjustments (f) — — — — — 56 56

Balance as of June 30, 2025 (g) $ — $ 4,539 $ — $ 10,009 $ 9,297 $ 4,188 $ 28,033

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 13,283 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Portfolio Notes and the related SPA Portfolio Warrants and Incremental Warrants issued as part of the bundled transaction.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations.

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 1,801 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2024 to June 30, 2024 with third parties.

Categories of Debt

(in thousands) Secured

SPA Notes 2023

SPA Notes Unsecured

SPA Notes 2024

SPA Notes Notes

China other Auto

Balance as of March 31, 2024 (a) $ 41,888 $ 9,050 $ 7,862 $ — $ — $ 4,897 $ 72 $ 63,769

New Issuances (b) 5,869 — 8,993 — — — — 14,862

Repayment of Debt, including periodic interest on debt carried at fair value (c) — — — — — ( 8 ) ( 8 )

Conversion of Debt to Equity (d) ( 7,902 ) ( 220 ) — — — — — ( 8,122 )

Fair Value Adjustments of Debt (e) 2,860 1,673 2,379 — — — — 6,912

Other Adjustments (f) — — — — — ( 19 ) — ( 19 )

Balance as of June 30, 2024 (g) $ 42,715 $ 10,503 $ 19,234 $ — $ — $ 4,878 $ 64 $ 77,394

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 669 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations.

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 128 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Roll Forward of the Fair Value of Notes payable by Transaction Type

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to June 30, 2025 with third parties.

Categories of Debt

(in thousands) Secured

SPA Notes 2023

SPA Notes Junior

SPA Notes 2024

SPA Notes 2025 March Unsecured SPA Notes Notes

China other Auto

Balance as of December 31, 2024 (a) $ 5,457 $ 6,716 $ 26,059 $ 7,032 $ — $ 4,173 $ 51 $ 49,488

4 unchanged sentences

Other Adjustments (f) — — — — — 15 ( 45 ) ( 30 )

Balance as of March 31, 2025 (g) $ 2,389 $ — $ 6,060 $ 11,330 $ 763 $ 4,132 $ — $ 24,674

Balance as of June 30, 2025 (g) $ — $ 4,539 $ — $ 10,009 $ 9,297 $ 4,188 $ — $ 28,033

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $ 10,097 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 23,380 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

4 unchanged sentences

(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2023 to December 31, 2024 with third parties.

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2023 to June 30, 2024 with third parties.

10 unchanged sentences

Other Adjustments (f) — ( 20 ) — ( 20 )

Balance as of March 31, 2024 (g) $ 41,888 $ 9,050 $ 7,862 $ 4,897 $ 72 $ 63,769

Balance as of June 30, 2024 (g) $ 42,715 $ 10,503 $ 19,234 $ 4,878 $ 64 $ 77,394

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $ 166 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 835 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

1 unchanged sentence

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

Line item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $ 25 thousand, which are separately identifiable from the fair value adjustments noted above.

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 190 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

Schedule of Principal Maturities of Notes Payable

The future scheduled principal maturities of Notes payable as of March 31, 2025, are as follows:

The future scheduled principal maturities of Notes payable as of June 30, 2025, are as follows:

(in thousands)

Due on demand $ 4,188

Thereafter 5,000

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company has issued various financing arrangements, including secured and unsecured notes, convertible notes, and loans.

The Company has issued various financing arrangements, including secured and unsec ured notes, convertible notes, and loans.

These are categorized as follows:

10 unchanged sentences

Overview and Terms

Th e Secured SPA Notes were issued under the Secured SPA Agreement dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers.

Th e Secured SPA Notes were issued under the securities purchase agreement (the “Secured SPA”) dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers.

These senior secured convertible notes are supported by a second lien on substantially all of the Company’s assets and are guaranteed by the Company’s domestic subsidiaries.

1 unchanged sentence

Principal and interest are due at maturity, unless converted earlier pursuant to the Secured SPA Notes’ conversion privileges.

Issued at a 10 % original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

The Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $ 1.16 .

Issued at a 10 % original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90 % of the lowest volume-weighted average price (“VWAP”) for the trading day immediately prior to the conversion date.

The Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of June 30, 2025 the fixed price conversion price was $ 1.16 .

The Secured SPA Notes mature six years from each date of issuance.

The outstanding Secured SPA Notes, as of March 31, 2025, are scheduled to mature in November 2031.

There were no outstanding Secured SPA Notes, as of June 30, 2025.

In connection with the issuance of the Secured SPA Notes, the Company also granted to each purchaser a warrant (the “Secured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

17 unchanged sentences

Additionally, pursuant to the Waiver Agreement, the holders agreed that accrued interest shall be due at maturity or conversion.

Further, the conversion price was reduced to the lesser of (1) the conversion price then in effect, $ 29.33 , subject to full ratchet anti-dilution price protection (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) or (2) 90 % of the VWAP of the Company’s Common Stock as of the trading day ended immediately prior to the time the conversion notice is delivered to the

Further, the conversion price was reduced to the lesser of (1) the conversion price then in effect, $ 29.33 , subject to full ratchet anti-dilution price protection (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) or (2) 90 % of th e VWAP of the Company’s Common Stock as of the trading day ended immediately prior to the time the conversion notice is delivered to the Company.

The provisions of the Waiver Agreement will apply to all Secured SPA Notes and 2023 Unsecured SPA

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The provisions of the Waiver Agreement will apply to all Secured SPA Notes and 2023 Unsecured SPA Notes currently issued or issuable in the future pursuant to the Secured SPA Agreement and 2023 Unsecured SPA Agreement.

Notes currently issued or issuable in the future pursuant to the Secured SPA and 2023 Unsecured SPA (as defined below).

In accordance with ASC 470-50, Debt—Modifications and Extinguishments, the changes pursuant to the Waiver Agreement qualified as an extinguishment because the change in the fair value of the conversion feature was substantial.

Accordingly, the Company recognized a Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024, calculated as the difference between the reacquisition price of the debt and the net carrying amount of the notes.

Anti-Dilution Adjustments

1 unchanged sentence

As a result, the fixed-price conversion price of the Secured SPA Notes and exercise price of the Secured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA Agreement, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrants.

On September 5, 2024, the Company entered into the Junior Secured SPA, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrants.

The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 5.24 was less than the Secured SPA Notes and Secured SPA Warrant exercise price.

1 unchanged sentence

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the Secured SPA Notes conversion price and Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

During the six months ended June 30, 2025 there have not been any dilutive sale and purchase transactions.

Summary of Secured SPA Notes Activity

As of March 31, 2025, the fair value of the Secured SPA Notes was $ 2.4 million, compared to $ 5.5 million as of December 31, 2024.

During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the Secured SPA Notes.

The Company converted debt with a principal amount of $ 0.6 million into 602,902 shares of the Company’s Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 0.3 million.

For the three months ended March 31, 2025, the Company recognized $ 2.5 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

During the three months ended March 31, 2024, the Company received cash proceeds, net of original issue discounts of $ 1.5 million in exchange for the issuance of the Secured SPA Notes and incurred approximately $ 0.0 million in transaction costs.

The Company converted debt with a principal amount of $ 18.3 million into 2,937,946 shares of the Company’s Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 11.4 million.

For the three months ended March 31, 2024, the Company recognized $ 25.1 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2025, the fair value of the Secured SPA Notes was zero , compared to $ 5.5 million as of December 31, 2024.

During the three months ended June 30, 2025 and 2024, the Company received net cash proceeds of zero and $ 5.9 million, respectively, after original issue discounts, in exchange for the issuance of Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 2.5 million and $ 15.0 million into 2,562,009 and 6,944,420 shares of Class A Common Stock, respectively.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of zero and $ 46.8 million, for each period.

For the three months ended June 30, 2025 and 2024, the Company recognized a loss of $ 0.6 million and $ 2.9 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2025 and 2024, the Company received net cash proceeds of zero and $ 7.3 million, respectively, after original issue discounts, in exchange for the issuance of Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 3.1 million and $ 33.3 million into 3,164,911 and 9,882,366 shares of Class A Common Stock, respectively.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.3 million and $ 58.2 million for each period.

For the six months ended June 30, 2025 and 2024, the Company recognized a gain of $ 1.9 million and $ 22.3 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2023 Unsecured SPA Notes

Overview and Terms

The 2023 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated May 8, 2023, with various investors including Metaverse Horizon Limited (“MHL”), a related party.

These notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

Pursuant to that certain Securities Purchase Agreement dated May 8, 2023, (t he “2023 Unsecured SPA”) by and between the Company and the investors party thereto, including Metaverse Horizon Limited (“MHL”), a related party, the Company issued certain unsecured convertible promissory note (the “ 2023 Unsecured SPA Notes ”) .

These 2023 Unsecured SPA Notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

The 2023 Unsecured SPA Notes bear an annual interest rate of 10 %, increasing to 15 %, if interest is paid in shares of Class A Common Stock.

Principal and interest are due at maturity, unless converted earlier pursuant to the 2023 Unsecured SPA Notes’ conversion privileges.

Issued at a 10 % original issue discount, these notes are convertible into the Company’s Class A Common Stock at the lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $ 1.16 .

The 2023 Unsecured SPA Notes mature primarily six -years from each date of issuance.

There were no outstanding 2023 Unsecured SPA Notes, as of March 31, 2025 .

In connection with the issuance of the 2023 Unsecured SPA Notes, the Company also granted to each purchaser a warrant (the “2023 Unsecured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33 % of the shares

Principal and interest are due at maturity, unless converted earlier pursuant to the 2023 Unsecured

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

SPA Notes’ conversion privileges.

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of June 30, 2025 the fixed price conversion price was $ 8,568.00 .

The 2023 Unsecured SPA Notes mature primarily six years from each date of issuance.

There were $ 4.5 million outstanding 2023 Unsecured SPA Notes, as of June 30, 2025 .

The 2023 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2023 Unsecured SPA Notes.

2 unchanged sentences

Amendments, Waivers, and Modifications

The Waiver Agreement dated August 2, 2024, revised the terms of the Secured SPA Notes and 2023 Unsecured SPA Notes.

The Waiver Agreement dated August 2, 2024, by and between the Company and the investors party thereto (the “Waiver Agreement”) revised the terms of the Secured SPA Notes and 2023 Unsecured SPA Notes.

The terms of the 2023 Unsecured SPA Notes are substantially similar to those of the Secured SPA Notes and were similarly impacted by the Waiver Agreements.

1 unchanged sentence

Anti-Dilution Adjustments

During the year ended December 31, 2024 , the Company entered into dilutive stock sale and purchase transactions, that triggered the full ratchet anti-dilution price protections embedded in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrants.

As a result, the fixed-price conversion price of the 2023 Unsecured SPA Notes and exercise price of the 2023 Unsecured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrants.

The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 5.24 was less than the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant exercise price.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant.

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the 2023 Unsecured SPA Notes conversion and Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

Throughout 2024, the Company entered into numerous dilutive sale and purchase transactions as described in the section on the Secured SPA Notes.

The dilutive sale and purchase transactions applicable to the Secured SPA Notes caused the same full ratchet anti-dilution price protection triggers for the 2023 Unsecured SPA Notes.

During the six months ended June 30, 2025 there have not been any dilutive stock sale and purchase transactions.

Summary of 2023 Unsecured SPA Notes Activity

There were no outstanding 2023 Unsecured SPA Notes , as of March 31, 2025.

As of December 31, 2024, the fair value of the 2023 Unsecured SPA Notes was $ 6.7 million.

During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the 2023 Unsecured SPA Notes.

The Company converted debt with a principal amount of $ 4.4 million into 4,167,764 shares of the Company’s Class A Common Stock.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 2.8 million.

For the three months ended March 31, 2025, the Company recognized $ 2.0 million gain from fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

During the three months ended March 31, 2024, the Company did not receive cash proceeds, incur transaction costs, in exchange for the issuance of the 2023 Unsecured SPA Notes or conversion of 2023 Unsecured SPA Notes into shares of the Company’s Class A Common Stock.

For the three months ended March 31, 2024, the Company recognized a $ 2.9 million gain from fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

As of June 30, 2025, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 4.5 million.

As of December 31, 2024, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 6.7 million.

During the three months ended June 30, 2025 and 2024, the Company received net cash proceeds of $ 4.5 million and zero , respectively, after original issue discounts, in exchange for the issuance of 2023 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of zero and $ 0.4 million into zero and 123,408 shares of Class A Common Stock, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of zero and $ 0.2 million, for each period.

For the three months ended June 30, 2025 and 2024, the Company recognized a loss of zero and $ 1.7 million, respectively, from the fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2025 and 2024, the Company received net cash proceeds of $ 4.5 million and zero , respectively, after original issue discounts, in exchange for the issuance of 2023 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 4.4 million and $ 0.4 million into 4,167,764 and 123,408 shares of Class A Common Stock, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 2.8 million and $ 0.2 million for each period.

For the six months ended June 30, 2025 and 2024, the Company recognized a gain of $ 2.0 million and $ 1.2 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

2 unchanged sentences

Overview and Terms

In 2024 and 2025, the Company issued unsecured convertible note (the “Unsecured Convertible Notes”), with various investors including MHL, a related party.

In 2024 and 2025, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”), with various investors, including MHL, a related party.

These Unsecured Convertible Notes, mature three months from issuance, accrue interest at 4.27 % and are convertible at issuance into Class A Common Stock, certain SPA Portfolio Notes, or a future security purchase agreement issued by the Company.

3 unchanged sentences

Summary of Unsecured Convertible Notes Activity

There were no outstanding Unsecured Convertible Notes as of March 31, 2025, following their conversion into other SPA Portfolio Notes during the year ended December 31, 2024.

During the three months ended March 31, 2025, the Company issued related party Unsecured Convertible Notes discussed separately in Note 8, Related Party Transactions .

During the three months ended March 31, 2024, the Company received cash proceeds, net of original issue discounts of $ 7.6 million in exchange for the issuance of the Unsecured Convertible Notes and incurred approximately zero in transaction costs.

For the three months ended March 31, 2024, the Company recognized a $ 0.3 million loss from fair value remeasurement of Unsecured Convertible Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no outstanding Unsecured Convertible Notes as of June 30, 2025, following their conversion into other SPA Portfolio Notes during the year ended December 31, 2024.

During the three months ended June 30, 2025, the Company issued related party Unsecured Convertible Notes discussed separately in Note 8, Related Party Transactions .

During the three months ended June 30, 2025 and 2024, the Company received net cash proceeds of zero and $ 9.0 million, respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred gain or a loss on extinguishment for each period.

For the three months ended June 30, 2025 and 2024, the Company recognized a loss of zero and $ 2.4 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2025 and 2024, the Company received net cash proceeds of zero and $ 16.6 million, respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred gain or a loss on extinguishment for each period.

For the six months ended June 30, 2025 and 2024, the Company recognized a loss of zero and $ 2.7 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Junior Secured SPA Notes

Overview and Terms

The Junior Secured SPA Notes were i ssued under the Junior Secured SPA dated September 5, 2024.

These notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10 %.

Pursuant to that certain Securities Purchase Agreement dated September 5, 2024 by and between the Company and the investors party thereto (the “Junior Secured SPA”), the Company issued certain secured convertible promissory notes (the “Junior Secured SPA Notes”) .

These Junior Secured SPA Notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10 %.

Principal and interest are payable at maturity or at each conversion date.

The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $ 1.05 , or (2) the average VWAP of the common stock for the five previous trading days.

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $ 1.16 .

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of June 30, 2025 the fixed price conversion price was $ 1.16 .

These notes mature in September 2029.

5 unchanged sentences

The Junior SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company.

The Junior Secured SPA Investors were issued incremental warrants (the “Junior SPA Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note commitments.

The Junior SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term.

3 unchanged sentences

• Letter Agreements:

On January 28, 2025, the Company entered into a letter agreement (“September Letter Agreement”) with certain Junior Secured SPA Investors.

These investors agreed not to convert outstanding notes below the initial $ 5.24 conversion price prior to the Company’s receipt of stockholder approval for the issuance of the

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Junior Secured SPA Notes, Junior SPA Warrants and Junior SPA Incremental Warrants.

On January 28, 2025, the Company entered into a letter agreement (the “September Letter Agreement”) with certain Junior Secured SPA Investors.

These investors agreed not to convert outstanding notes below the initial $ 5.24 conversion price prior to the Company’s receipt of stockholder approval for the issuance of the Junior Secured SPA Notes, Junior SPA Warrants and Junior SPA Incremental Warrants.

In return, the Company agreed to issue “True-Up Shares” after approval to adjust for any pre-approval conversions, based on a formula considering accrued interest and market pricing.

The Letter Agreement include a provision preventing the issuance of shares if the Company's available authorized stock is insufficient.

The September Letter Agreement include a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient.

However, the Company must deliver the shares once a sufficient number of authorized but unissued shares becomes available.

Anti-Dilution Adjustments

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA (as defined below), pursuant to which the Company issued certain 2024 Unsecured SPA Notes to the purchasers party thereto, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants.

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

During the three months ended June 30, 2025 there have not been any dilutive sale and purchase transactions.

Summary of Junior Secured SPA Notes Activity

As of March 31, 2025, the fair value of the Junior Secured SPA Notes was $ 6.1 million, compared to $ 26.1 million as of December 31, 2024.

During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the Junior Secured SPA Notes.

During the three months ended March 31, 2025, the Company converted debt with a principal amount $ 15.4 million into 113,958,070 shares of the Company’s Class A Common Stock.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 12.8 million.

For the three months ended March 31, 2025, the Company recognized $ 10.4 million gain from fair value remeasurement of Junior Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no Junior Secured SPA Notes activity during and three months ended March 31, 2024.

As of June 30, 2025, the fair value of the Junior Secured SPA Notes was zero , compared to $ 26.1 million as of December 31, 2024.

The Company received no cash proceeds from issuance of Junior Secured SPA Notes during the three and six months ended June 30, 2025, During the same periods, the Company converted debt with a principal amount of $ 13.4 million and $ 28.8 million into 13,454,475 and 27,412,545 shares of Class A Common Stock, respectively.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 7.6 million and $ 20.4 million, for each period.

For the three and six months ended June 30, 2025, the Company recognized a loss of $ 0.8 million and a gain of $ 9.6 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving Junior Secured SPA Notes during three and six months ended June 30, 2024 as the notes had not yet been issued.

2024 Unsecured SPA Notes

Overview and Terms

The 2024 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated December 21, 2024.

The 2024 Unsecured SPA Notes were issued under a securities purchase agreement (the “2024 Unsecured SPA”) dated December 21, 2024, by and between the Company and the investors party thereto.

These notes bear an annual interest rate of 10 %.

2 unchanged sentences

2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection.

These notes mature on various dates through January 2030.

The 2024 Unsecured SPA Investors (defined below) were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor.

These 2024 Unsecured SPA Notes mature on various dates through January 2030.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The 2024 Unsecured SPA Investors were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor.

The 2024 Unsecured SPA Warrants are exercisable immediately with a term of five years .

8 unchanged sentences

• Letter Agreements:

On January 28, 2025, the Company entered into a letter agreement (“September Letter Agreement”) with certain the Company entered into a similar letter agreement (“December Letter Agreement”) with

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment.

On January 28, 2025, the Company entered into a letter agreement (the “December Letter Agreement”) with certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment.

These investors agreed not to convert outstanding notes below the initial $ 1.16 conversion price before stockholder approval for the issuance of the 2024 Unsecured SPA Notes, 2024 Unsecured SPA Warrants and 2024 Unsecured Incremental Warrants.

1 unchanged sentence

Additionally, if a resale registration statement becomes effective, and the conversion price exceeds the prior day's closing bid price, the conversion price will be adjusted downward.

December Letter Agreement includes a provision preventing the issuance of shares if the Company's available authorized stock is insufficient.

The December Letter Agreement includes a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient.

However, the Company must deliver the shares once sufficient stock becomes available.

Summary of 2024 Unsecured SPA Notes Activity

As of March 31, 2025, the fair value of the 2024 Unsecured SPA Notes was $ 11.3 million, compared to $ 7.0 million as of December 31, 2024.

During the three months ended March 31, 2025, the Company received cash proceeds, net of original issue discounts of $ 20.0 million in exchange for the issuance of the 2024 Unsecured SPA Notes and incurred approximately zero in transaction costs.

The Company did not convert any 2024 Unsecured SPA Notes into shares of the Company’s Class A Common Stock during the three months ended March 31, 2025.

For the three months ended March 31, 2025, the Company recognized a $ 6.8 million gain from fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no 2024 Unsecured SPA Notes activity during and three months ended March 31, 2024.

As of June 30, 2025, the fair value of the 2024 Unsecured SPA Notes was $ 10.0 million, compared to $ 7.0 million as of December 31, 2024.

During the three and six months ended June 30, 2025, the Company received net cash proceeds of zero and $ 20.0 million, respectively, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 11.7 million and $ 11.7 million into 10,796,761 and 10,796,761 shares of Class A Common Stock, respectively.

The conversion of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 9.3 million and $ 9.3 million, for each period.

For the three and six months ended June 30, 2025, the Company recognized a loss of $ 4.5 million and a gain of $ 2.3 million, respectively, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2024 Unsecured SPA Notes during three and six months ended June 30, 2024 as the 2024 Unsecured SPA Notes had not yet been issued.

2025 March Unsecured SPA Notes

Overview and Terms

On March 21, 2025, the Company entered into a securities purchase agreement (the “2025 March Unsecured SPA”) with certain accredited investors, including MHL a related party, pursuant to which the Company agreed to issue and sell up to $ 41.0 million in aggregate principal amount of senior unsecured convertible promissory notes (the “2025 March Unsecured SPA Notes”).

The 2025 March Unsecured SPA permits up to four closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

Additional closings may occur in future periods, subject to investor election and satisfaction of the conditions in the 2025 March Unsecured SPA Notes.

The activity below does not include related parties activity, discussed separately in Note 8, Related Party Transactions .

As of March 31, 2025, the Company received proceeds in the amount of $ 2.3 million in advance of the first closing, which occurred on April 4, 2025.

These proceeds are reported as outstanding notes as of March 31, 2025.

On March 21, 2025, the Company entered into a securities purchase agreement (the “2025 March Unsecured SPA”) with certain accredited investors, including MHL a related party (collectively, the “2025 March Unsecured SPA Investors”), pursuant to which the Company agreed to issue and sell an aggregate of $ 41.0 million in principal amount of senior unsecured convertible promissory notes (the “2025 March Unsecured SPA Notes”).

The 2025 March Unsecured SPA will be completed in four closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

The activity below does not include related party activity, discussed separately in Note 8, Related Party Transactions .

The 2025 March Unsecured SPA Notes mature five years from the date of issuance and bear interest at a fixed rate of 10 % per annum.

Interest is payable on each conversion date or at maturity and may be settled in cash, shares of Class A common stock, or a combination thereof, at the Company’s election and subject to certain conditions.

In the event of a default, the interest rate increases to 18 % per annum.

In the event of a default,

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

the interest rate increases to 18 % per annum.

The Company may redeem the notes at a premium of 10 % over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal.

In a bankruptcy-related default, the notes are redeemable at a 25 % premium, unless waived by the holder.

The 2025 March Unsecured SPA Notes are convertible at the option of the holder into shares of the Company’s Class A common stock at an initial fixed conversion price of $ 1.29 per share, subject to customary anti-dilution adjustments.

The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8 % premium, by the conversion price.

The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater of $ 1.048 per share (the “floor price”) and the lowest volume-weighted average price (VWAP) of the Class A common stock during the five trading days immediately preceding the conversion notice.

The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater of $ 1.048 per share (the “floor price”) and the lowest VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice.

If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount.

2025 March Unsecured SPA Notes are subject to full ratchet anti-dilution price protection.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The “2025 March Unsecured SPA Investors were issued warrants (the “2025 March Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 March Unsecured SPA Notes funded.

4 unchanged sentences

The 2025 March Unsecured SPA Investors were issued incremental warrants (the “2025 March Unsecured SPA Incremental Warrants”) to purchase additional 2025 March Unsecured SPA Notes up to the amounts funded under their 2025 March Unsecured SPA commitments.

The 2025 March Unsecured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one -year term.

They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions.

See Note 14, Fair Value of Financial Instruments for further details on the 2025 March Unsecured SPA Incremental Warrants.

The 2025 March Unsecured SPA Investors received a number of shares of Series B Preferred Stock equal to the lesser of (i) the number of shares of common stock into which such purchaser’s notes are convertible, and (ii) such purchaser’s pro rata share (based on commitment percentage) of an aggregate cap of 9,000,000 shares of Series B Preferred Stock.

See Note 12 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

Amendments and Modifications

O n May 15, 2025, the Company entered into a Waiver and Amendment Agreement (the “SPA Waiver”) with the 2025 March Unsecured SPA Investors.

The SPA Waiver modified certain registration and closing conditions provisions under the SPA, as described below.

Under the SPA Waiver, the Investors agreed that the Company is required to register for resale on the initial registration statement (the “Initial Registration Statement”) only the shares of Class A common stock issuable upon conversion of the 2025 March Unsecured SPA Notes issued at the first closing.

The Company is not required to register on the Initial Registration Statement any shares issuable upon exercise of the 2025 March Unsecured SPA Warrants or 2025 March Unsecured SPA Incremental Warrants or securities issued in subsequent closings.

However, the Company agreed to use commercially reasonable efforts to file a subsequent registration statement to cover (i) the remaining shares underlying the 2025 March Unsecured Notes, 2025 March Unsecured SPA Warrants, and 2025 March Unsecured SPA Incremental Warrants within 45 calendar days after the later of (a) the effectiveness of the Initial Registration Statement or (b) the date an Investor requests registration, and (ii) shares issuable under instruments from any subsequent closing within 45 calendar days after the later of (a) the effectiveness of the Initial Registration Statement or (b) the applicable closing date.

Under the original terms of the 2025 March Unsecured SPA, if the conditions to a subsequent closing were not satisfied by the scheduled closing date, the closing could be delayed for up to twenty ( 20 ) business days.

Pursuant to the SPA Waiver, the SPA was amended to provide that if, during such 20 -business-day deferral period, the closing price of the Company’s Class A common stock is below $ 1.00 , the applicable subsequent closing shall instead occur within twenty ( 20 ) business days following the first trading day on which the closing price equals or exceeds $ 1.00 .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

In addition, the Company obtained the right, at its sole discretion, to reduce the portion of a 2025 March Unsecured SPA Investor’s purchase amount to be funded at any individual closing, provided that no such investor’s aggregate commitment is reduced.

Note Conversion and exercise price re-set

Pursuant to the terms of the 2025 March Unsecured SPA, on May 28, 2025, the fixed conversion price of the 2025 March Unsecured SPA Notes and the exercise price of the related common stock warrants were reset to 100 % and 120 %, respectively, of the closing price of the Company’s Class A common stock on the trading day immediately prior to the receipt of stockholder approval for the related private placement.

As a result, as of June 30, 2025, the fixed conversion price and warrant exercise price of the 2025 March Unsecured SPA instruments were $ 1.22 and $ 1.46 , respectively.

This reset triggered the price-based anti-dilution provisions of the 2024 Unsecured SPA Warrants, reducing their exercise price from $ 1.39 to $ 1.22 .

No further anti-dilution adjustments were triggered as a result of this reset.

Summary of 2025 March Unsecured SPA Notes Activity

As of March 31, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes, was approximately $ 0.8 million.

During the three months ended March 31, 2025, the Company received cash proceeds, net of original issue discounts of $ 2.3 million in connection with the 2025 March Unsecured SPA Notes and incurred approximately $ 0.1 million in transaction costs.

The Company recognized a change in fair value of approximately zero during the three months ended March 31, 2025, related to the 2025 March Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Related Party Transactions

As of June 30, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes, was approximately $ 9.3 million compared to zero as of December 31, 2024.

During the three and six months ended June 30, 2025, the Company received net cash proceeds of $ 22.1 million and $ 24.1 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 6.8 million and $ 6.8 million into 6,169,656 and $ 6,169,656 shares of Class A Common Stock, respectively.

The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 5.5 million and $ 5.5 million, for each period.

For the three and six months ended June 30, 2025, the Company recognized a loss of $ 2.8 million and $ 2.7 million, respectively, from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2025 March Unsecured SPA Notes during three and six months ended June 30, 2024 as the 2025 March Unsecured SPA Notes had not yet been issued.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Related Party Transactions

The Company has entered into notes payable agreements with related parties.

The Company receives funding through notes payable from various parties, including related parties.

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s Global Co-CEO (formerly its Chief Product and User Ecosystem Officer), The tables below summarize the related party note payable agreements as of March 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

March 31, 2025

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by one of the Company’s Global Co-CEOs, Mr.

Effective August 13, 2025, during the pendency of the SEC investigation, Mr.

Jia was temporarily excluded from oversight of the finance, legal, accounting, and public reporting functions (see Note 16) .

The tables below summarize the related party note payable agreements as of June 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

June 30, 2025

(in thousands) Contractual

1 unchanged sentence

Rates Net Carrying

Unsecured Convertible Note June 2025 (3)

2025 March Unsecured SPA Notes April 2030 10.00 % 143

2025 March Unsecured SPA Notes Various dates in 2030 10.00 % 1,463

Notes Payable — China April 2027 18.0 % (2)

9 unchanged sentences

If the Company fails to comply with the payment schedule, interest at a rate of 18.0 % would be retroactively applied to the unpaid balance.

During the term of the revised loan, the Company remained in compliance with the payment schedule, and no contingent interest has been recorded as of March 31, 2025.

(3) Subsequent to March 31, 2025 and prior to the issuance of these financial statements, MHL exchanged the Unsecured Convertible Note due June 2025 into 2025 March Unsecured SPA Notes pursuant to the terms of the original agreement.

As a result, management classified the Unsecured Convertible Note as a long-term related party debt instrument for the period ended March 31, 2025.

During the term of the revised loan, the Company remained in compliance with the payment schedule, and no contingent interest has been recorded as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2024

15 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company notes payable balances March 31, 2025 to June 30, 2025 with related parties.

It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

Categories of Related Party Debt

(in thousands) 2025 March Unsecured SPA Notes Unsecured Convertible Note Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Other Notes Total

Balance as of March 31, 2025 (a) $ 143 $ 451 $ 4,215 $ 413 $ 250 $ 1,576 $ 75 $ 7,123

New Issuances (b) 1,212 — — — — — — 1,212

Repayment of Debt (c) — — — ( 165 ) ( 326 ) — ( 491 )

Conversion of Debt to Equity (d) ( 792 ) — — — — — — ( 792 )

Fair Value Adjustments of Debt (e) 449 — — — — — — 449

Reclassification of Debt Between Debt Categories (d) 451 ( 451 ) — — — — — —

Other Adjustments (e) — — 56 6 — — — 62

Balance as of June 30, 2025 (f) $ 1,463 $ — $ 4,271 $ 419 $ 85 $ 1,250 $ 75 $ 7,563

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 1,515 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 109 thousand, which are separately identifiable from the fair value adjustments noted above.

(d) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

(e) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(f) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Related party notes payable balances March 31, 2024 to June 30, 2024.

Categories of Related Party Debt

(in thousands) Unsecured Convertible Note Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Total

Balance as of March 31, 2024 (a) $ 1,632 $ 7,612 $ 3,759 $ 250 $ 1,576 $ 14,829

Fair Value Adjustments of Debt (b) 319 — — — — 319

Other Adjustments (c) — ( 35 ) 46 — — 11

Balance as of June 30, 2024 (d) $ 1,951 $ 7,577 $ 3,805 $ 250 $ 1,576 $ 15,159

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.

(b) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company notes payable balances from December 31, 2024 to June 30, 2025 with related parties.

Categories of Related Party Debt

(in thousands) March 2025 Unsecured SPA Notes Unsecured Convertible Note Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Other Notes Total

Balance as of December 31, 2024 (a) $ — $ 1,364 $ 4,382 $ 417 $ 250 $ 1,576 $ 75 $ 8,064

New Issuances (b) 1,363 470 — — — — — 1,833

Repayment of Debt (c) — — ( 124 ) — ( 165 ) ( 326 ) — ( 615 )

Conversion of Debt to Equity (d) ( 792 ) ( 727 ) — — — — — ( 1,519 )

Fair Value Adjustments of Debt (e) 441 ( 656 ) — — — — — ( 215 )

Reclassification of Debt Between Debt Categories (f) 451 ( 451 ) — — — — — —

Other Adjustments (g) — — 13 2 — — — 15

Balance as of June 30, 2025 (h) $ 1,463 $ — $ 4,271 $ 419 $ 85 $ 1,250 $ 75 $ 7,563

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 2,767 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 184 thousand, which are separately identifiable from the fair value adjustments noted above.

(g) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2023 to June 30, 2024.

Categories of Related Party Debt

(in thousands) 2023 Unsecured Convertible Note Unsecured SPA Notes Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Total

Balance as of December 31, 2023 (a) $ 542 $ — $ 5,103 $ 3,789 $ — $ 326 $ 9,760

New Issuances (b) — 1,499 — — 250 1,250 2,999

Repayment of Debt, including periodic interest on debt carried at fair value (c) — — — — — — —

Conversion of Debt to Equity (d) ( 435 ) — — — — — ( 435 )

Fair Value Adjustments of Debt (e) ( 107 ) 452 — — — — 345

Other Adjustments (f) — — 2,474 16 — — 2,490

Balance as of June 30, 2024 (g) $ — $ 1,951 $ 7,577 $ 3,805 $ 250 $ 1,576 $ 15,159