What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-21 compared with 2025-08-19 · 925 added, 494 removed, 1579 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

1 unchanged sentence

Restricted cash 28 30

Digital assets 1,592 —

Accounts receivable

Inventory, net 23,103 27,486

Deposits 33,424 31,094

Short-term notes receivable, net of allowance for credit losses of $ 261 at September 30, 2025

Inventory, net (see Note 4) 381 27,486

Deposits (see Note 5) 7,784 31,094

Other current assets 12,397 6,127

2 unchanged sentences

Operating lease right-of-use assets, net 5,877 1,761

Other non-current assets 1,416 3,171

Intangible assets, net 3,290 1,042

Goodwill 27,783 —

Other non-current assets (see Notes 4 and 5) 23,996 2,129

Total assets $ 315,584 $ 425,400

10 unchanged sentences

Operating lease liabilities, current portion 2,110 2,128

Notes payable 4,188 4,224

Notes payable, current portion 7,450 4,224

Related party notes payable 2,940 5,310

8 unchanged sentences

Total liabilities 355,124 310,433

Stockholders’ equity

Stockholders’ equity (deficit)

Class A Common Stock, 0.0001 par value;

228,041,297 and 99,815,625 shares authorized;

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

161,305,526 and 65,919,127 shares issued and outstanding as of September 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 June 30, 2025 and December 31, 2024

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

Preferred Stock, 0.0001 par value;

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

5,931,000 and 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024 respectively;

zero and zero shares issued and outstanding as of September 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

12,000,000 and zero shares authorized as of September 30, 2025 and December 31, 2024 respectively;

10,737,017 and zero shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,587,541 4,421,563

1 unchanged sentence

Accumulated deficit ( 4,671,487 ) ( 4,314,346 )

Total stockholders’ equity 59,856 114,967

Total liabilities and stockholders’ equity $ 399,723 $ 425,400

Total stockholders’ equity (deficit) attributable to the Company ( 77,744 ) 114,967

Noncontrolling interest 38,204 —

Total stockholders’ equity (deficit) ( 39,540 ) 114,967

Total liabilities and stockholders’ equity (deficit) $ 315,584 $ 425,400

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

2 unchanged sentences

(in thousands, except share and per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

General and administrative 19,690 8,278 47,461 39,327

Lease impairment, net — 7,616 — 7,616

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

Settlement on accrued research and development expenses — ( 14,935 ) — ( 14,935 )

Asset impairment 138,483 57 138,483 7,673

Loss on disposal of property, plant, and equipment 1,395 2,582 1,715 2,511

Total operating expenses 172,588 3,763 216,604 56,618

6 unchanged sentences

Related party interest expense — ( 1,212 ) — ( 7,812 )

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

Other (loss) income, net ( 99 ) 361 1,475 599

Loss before income taxes ( 222,182 ) ( 77,687 ) ( 357,126 ) ( 234,585 )

14 unchanged sentences

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

2 unchanged sentences

Comprehensive Income (Loss) Accumulated

Deficit Total Stockholder’s

Deficit Total Stockholders’ Equity (Deficit) Attributable to the Company Noncontrolling Interests Total Stockholder’s

Equity (Deficit)

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

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 $ — $ 59,856

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 30,945,927 3 — — ( 2,031,268 ) — 68,282 — — 68,285 — 68,285

Issuance of preferred stock series B to SPA noteholders — — — — 8,368,053 — — — — — — —

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

Issuance of Common Stock and warrants — — — — — 1 — — 1 — 1

Stock-based compensation — — — — — — 67 — — 67 — 67

Exercise of warrants 7,516,026 1 — — — — 14,089 — — 14,090 — 14,090

Issuance of shares for RSU vesting net of tax withholdings 121,324 — — — — — — — — — — —

Chongqing related party debt restructuring — — — — — — 3,113 — — 3,113 — 3,113

Foreign currency translation adjustment — — — — — — — ( 969 ) — ( 969 ) — ( 969 )

Net loss — — — — — — — — ( 222,187 ) ( 222,187 ) — ( 222,187 )

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

Noncontrolling interest — — — — — — — — — — 38,204 38,204

Balance as of September 30, 2025 161,305,526 $ 16 6,667 $ — 10,737,017 $ — $ 4,587,541 $ 6,186 $ ( 4,671,487 ) $ ( 77,744 ) $ 38,204 $ ( 39,540 )

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

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock Additional

4 unchanged sentences

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

Balance as of June 30, 2024 11,031,625 $ 1 6,667 $ — $ 4,257,356 $ 6,726 $ ( 4,115,401 ) $ 148,682

Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 19,107,321 2 — — 84,079 — — 84,081

Reclassification of SPA Warrants from liability to equity — — — — 160 — — 160

Issuance of common stock and warrants — — — — 10 — — 10

Settlement of Palantir dispute with issuance of Class A Common Stock (see Note 10) 252,768 — — — 2,400 — — 2,400

Purchase of Class A Common Stock under Salary Deduction and Stock Purchase Agreements (see Note 11) 10,455 — — — 36 — — 36

Reverse stock split related round up share issuances 306,472 — — — — — — —

Stock-based compensation — — — — 1,593 — — 1,593

Issuance of shares for RSU vesting net of tax withholdings 5,088 — — — ( 10 ) — — ( 10 )

Foreign currency translation adjustment — — — — — ( 2,510 ) — ( 2,510 )

Net loss — — — — — ( 77,686 ) ( 77,686 )

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

Balance as of September 30, 2024 30,713,729 $ 3 6,667 $ — $ 4,345,624 $ 4,216 $ ( 4,193,087 ) $ 156,756

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

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

2 unchanged sentences

Comprehensive Income (Loss) Accumulated

Deficit Total Stockholder’s

Deficit Total Stockholders’ Equity (Deficit) Attributable to the Company Noncontrolling Interests Total Stockholder’s

Equity (Deficit)

Class A Class B Series B

2 unchanged sentences

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 86,028,126 9 — — ( 3,983,897 ) — 145,266 — — 145,275 — 145,275

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

Reclassification of SPA warrants from liability to equity as of August 1, 2024 — — — — 14,720,914 — — — — — — —

Settlements with issuance of Class A Common Stock (Note 13) 1,591,035 — — — — — 2,245 — — 2,245 — 2,245

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

Issuance of common stock — — — — — — 1 — — 1 — 1

Related party debt restructuring — — — — — — 3,767 — — 3,767 — 3,767

Stock-based compensation — — — — — — 536 — — 536 — 536

Exercise of warrants 7,516,026 1 — — — — 14,089 — — 14,090 — 14,090

Issuance of shares for RSU vesting net of tax withholdings 251,212 — — — — — 74 — — 74 — 74

1 unchanged sentence

Net loss — — — — — — — — ( 357,141 ) ( 357,141 ) — ( 357,141 )

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

Noncontrolling interest — — — — — — — — — — 38,204 38,204

Balance as of September 30, 2025 161,305,526 $ 16 6,667 $ — 10,737,017 $ — $ 4,587,541 $ 6,186 $ ( 4,671,487 ) $ ( 77,744 ) $ 38,204 $ ( 39,540 )

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 (Deficit)

(in thousands, except share data)

Common Stock Additional

6 unchanged sentences

Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 29,077,806 3 — — 159,903 — — 159,906

Reclassification of SPA Warrants from liability to equity 160 160

Issuance of common stock and warrants 10 10

Settlement of Palantir dispute with issuance of Class A Common Stock (see Note 10) 252,768 2,400 2,400

Purchase of Class A Common Stock under Salary Deduction and Stock Purchase Agreements (see Note 11) 10,455 36 36

Reverse stock split related round up share issuances 306,779 — — — — — — —

Stock-based compensation — — — — 2,252 — — 2,252

Issuance of shares for RSU vesting net of tax withholdings 5,088 ( 10 ) ( 10 )

Foreign currency translation adjustment — — — — — ( 1,646 ) — ( 1,646 )

Net loss — — — — — — ( 234,588 ) ( 234,588 )

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

Balance as of September 30, 2024 30,713,729 $ 3 6,667 $ — $ 4,345,624 $ 4,216 $ ( 4,193,087 ) $ 156,756

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization expense 56,542 53,504

Amortization of operating lease right-of-use assets and intangible assets 1,296 1,468

Amortization of operating lease right-of-use assets 2,199 1,947

Non-cash interest expense 2,825 2,030

Loss (gain) on digital assets, net 383 —

Loss (gain) on disposal of property and equipment 1,715 2,511

Asset impairment 138,483 7,673

Stock-based compensation 2,492 2,252

Reserve on inventory 14,385 —

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

Loss from settlement of related party notes payable 3,040 14,295

Gain from forgiveness of accounts payable and deposits, net — ( 518 )

Loss on settlement of notes payable 84,895 117,509

Loss on settlement of related party notes payable 3,040 14,295

settlement adjustment ( 295 ) —

Gain on foreign exchange — 287

Change in fair value of notes payable, warrant liabilities, and derivative call options ( 5,380 ) ( 20,640 )

Change in fair value of related party notes payable and related party warrant liabilities 5,427 339

Settlement on accrued research and development expenses — ( 14,935 )

Change in fair value of notes payable, warrant liabilities, and derivative liabilities ( 36,721 ) ( 28,927 )

Change in fair value of related party notes payable, warrant liabilities, and derivative liabilities 3,283 ( 315 )

Loss (gain) on foreign exchange — ( 40 )

Other 250 366

Changes in operating assets and liabilities

Accounts receivables ( 589 ) —

Deposits ( 2,331 ) 3,561

Inventory 1,468 6,949

Other current and non-current assets 1,566 9,620

Deposits 2,582 1,157

Accounts payable ( 10,838 ) ( 1,736 )

Accrued expenses and other current and non-current liabilities 11,241 7,624

Accrued expenses and other current liabilities 17,644 7,554

Related party accrued expenses and other current and non-current liabilities 1,303 3,612

Accrued related party interest expense ( 96 ) 5,114

Financial obligations on lease back transaction — 1,353

Related party accrued interest expense — 7,544

Operating lease liabilities ( 2,684 ) —

Financing lease liabilities — 1,976

Other current and non-current assets ( 4,392 ) ( 2,134 )

Net cash used in operating activities ( 79,171 ) ( 51,796 )

Cash flows from investing activities

Proceeds from the sale of equipment — 87

Investment in Qualigen Therapeutics, Inc., net of cash acquired 8,777 —

Proceeds from sale of equipment — 87

Purchase of digital assets ( 10,500 ) —

Sale of digital assets 8,525 —

Payments for property and equipment ( 6,525 ) ( 659 )

Net cash used in investing activities ( 5,007 ) ( 271 )

Net cash provided by (used in) investing activities 277 ( 572 )

Cash flows from financing activities

Payments of notes payable issuance costs ( 2,540 ) ( 1,310 )

Payments of related party notes payable issuance costs ( 560 ) —

Payments of notes payable and other financing obligations ( 4,482 ) ( 101 )

Proceeds from notes payable, net of original issuance discount 132,391 54,021

Proceeds from related party notes payable, net of original issuance discount 4,731 3,075

Proceeds from other financial obligations 4,802 —

Proceeds from related party notes payable 4,601 3,000

Payments of notes payable and other financing obligations ( 367 ) ( 12 )

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

Payments of related party notes payable ( 615 ) —

Proceeds from exercise of warrants 1,441 —

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:

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Cash and restricted cash

2 unchanged sentences

$ 62,937 $ 7,349

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosure of cash flow information

2 unchanged sentences

Supplemental disclosure of noncash investing and financing activities

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

Conversion of notes payable and accrued interest into Class A Common Stock $ 57,341 $ 44,891

Issuance of warrants and related party warrants with the SPA Portfolio Notes $ 48,110 $ 17,914

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 $ —

Non-Cash Warrant Exercise Activity and FV Reclassifications to Equity $ 12,649 $ —

Additions of property and equipment included in accounts payable and accrued expenses $ 42,717 $ 45,455

RSU tax withholdings $ — $ 10

Purchase of Class A Common Stock under the Salary Deduction and Stock Purchase Agreements $ — $ 36

Recognition of right-of use assets and liabilities for new leases and lease modifications $ 6,260 $ —

Supplemental disclosure of noncash operating activities

Settlement of Palantir dispute with issuance of Class A Common Stock $ — $ 2,400

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

3 unchanged sentences

Nature of Business and Organization

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday” “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc.

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday”, “FF”, “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc.

and its wholly-owned subsidiaries, and controlled and managed entities.

1 unchanged sentence

Figueroa Street, Gardena, CA 90248.

The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles.

The Company manufactures its vehicles at its production facility in Hanford, California, known as “FF ieFactory California” and has additional engineering, sales, and operations capabilities in China.

We have three operating segments—AI Electric Vehicle (“AIEV”), Life Sciences, and Crypto —but only our AIEV segment meets the criteria of reportable segment under ASC 280 and therefore we concluded that we have one reportable segment in the quarter ended September 30, 2025.

(For further information, see Segments in this note).

The Company designs and engineers next-generation intelligent electric vehicles, manufactures its vehicles at its production facility in Hanford, California, known as “FF ieFactory California,” and maintains additional engineering, sales, and operational capabilities in China and the United Arab Emirates (“UAE”) to support its global expansion and regional market strategy.

The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.

5 unchanged sentences

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

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.

Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of September 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 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.

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

Basis of Presentation

5 unchanged sentences

(ii) fair value of related party notes payable and notes payable;

(iii) calculations for evaluating potential long-term asset impairment;

and (iv) valuation of warrants and other derivative instruments.

Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs.

Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances.

(iii) calculations for evaluating potential long-lived asset impairment;

(iv) inventory reserve and (v) valuation of warrants and other derivative instruments.

Such estimates often require the selection of appropriate valuation methodologies

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs.

Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances.

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 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.

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 September 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.

3 unchanged sentences

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.

Grow Fandor Inc

Grow Fandor Inc.

(“Grow Fandor”) was founded by Mr.

Jiawei Wang and Mr.

Yueting (YT) Jia and partners on May 28, 2024.

Additional partners included current employees of FF and all founding members were granted equity in Grow Fandor.

Grow Fandor is an IP commercializing company that leverages a business IP matrix of top entrepreneurs and celebrities to transform content and commerce across industries.

Subsequently, Grow Fandor raised, $ 1.0 million to capitalize the entity from parties that are existing FF investors.

On October 9, 2024, Mr.

YT Jia donated 15 million shares of Grow Fandor common stock to FF.

As a result of the donation FF has a 10 % ownership interest in Grow Fandor.

On October 29, 2024, the Company entered into a Trademark License Agreement (the “License Agreement”) with Grow Fandor.

This agreement grants Grow Fandor the right to use the Company’s trademarks with its products.

The equity interest and the License Agreement held by the Company represent variable interests.

Grow Fandor is a VIE, as it lacks sufficient equity to finance its activities.

However, FF does not have the power to direct the activities of Grow Fandor and therefore is not the primary beneficiary.

Accordingly, the Company does not consolidate the results of the operations of Grow Fandor.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

GlobeX Al Hong Kong Holding Limited (formerly Faraday X AIEV Hong Kong Holding Limited)

GlobeX Al Hong Kong Holding Limited (“GXHK”) is a company incorporated under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

On October 23, 2025, Faraday X AIEV Hong Kong Holding Limited (“FXHK”) completed a legal name change to GlobeX Al Hong Kong Holding Limited

As a subsidiary, GXHK 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 GXHK (then named 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 GXHK.

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

GXHK 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 GXHK entity as it has the power to direct the activities that most significantly impact GXHK's economic performance.

Through various agreements executed with Mr.

2 unchanged sentences

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

On August 4, 2024, the Board approved the implementation of a 1-for-40 reverse stock split (the “Third Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 104,245,313 .

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, 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 historical reverse stock splits.

The Company operates in a single operating and reportable segment.

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

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

References to FXHK in prior-period disclosures refer to the same legal entity prior to the October 23, 2025 name change.

AIxCrypto Holdings, Inc.

(formerly known as Qualigen Therapeutics Inc.)

On September 29, 2025, the Company entered into a lead investor subscription agreement with AIxCrypto Holdings, Inc.

(“AIXC”) (then known as Qualigen Therapeutics, Inc.) (the “Business Combination”).

Under the agreement, the Company acquired common and preferred equity interests in AIXC.

Despite only holding approximately 7.9 % of AIXC’s outstanding voting shares as of September 30, 2025 , the Company obtained governance and operating decision-making rights, including the appointment of a Co-Chief Executive Officer and the Chief Financial Officer of AIXC, each of whom is also an employee or officer of the Company, along with discretion over all digital-asset and cash management decisions.

AIXC was determined to be a VIE because substantially all of the activities are controlled by a party with relatively few voting rights.

Based on FF’s governance and operating decision-making rights, the Company determined that it has the power to direct the activities that most significantly impact AIXC’s economic performance and is therefore the primary beneficiary of AIXC.

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

Furthermore, the Series B Convertible Preferred Stock became convertible into additional voting common shares upon receipt of stockholder approval, which occurred in November 2025, pursuant to applicable Nasdaq listing rules, increasing the Company’s share of voting common stock to approxim ately 57.5 % on a n as-converted basis.

As a result, the Company consolidated AIXC beginning on September 29, 2025.

The assets and liabilities of AIXC are included in the Company’s condensed consolidated financial statements at their acquisition date fair value.

Additional information regarding the initial measurement and accounting for the consolidation of AIXC, including the recognition of acquired intangible assets and the noncontrolling interest, is presented in Note 3, Business Acquisition—Consolidation of AICX.

Further note that AIXC effected a name change on November 14, 2025 (see Note 17 - Subsequent Events ).

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company has three operating segments—AI Electric Vehicle (“AIEV”), Life Sciences, and Crypto —but only our AIEV segment meets the criteria for separate reporting under ASC 280.

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.

Matthias Aydt serves as the Company’s sole CODM for purposes of ASC 280.

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 CODM 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,

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.

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.

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.

The CODMs, work in close collaboration with the Company’s business leaders to establish critical operational targets, set project timelines, and adjust spending plans.

The CODM, works in close collaboration with the Company’s business leaders to establish critical operational targets, sets project timelines, and adjusts spending plans.

These leaders are responsible for implementing its strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed.

This rigorous oversight supports the Company’s strategic objectives to focus business activities on production, sales, and leasing of its FF 91 vehicles, and the planned launch of the FX Series vehicles.

This rigorous oversight supports the Company’s strategic objectives to focus business activities on production, sales, and leasing of its FF 91 vehicles, the planned FF 92 upgrade program, and the commercialization of the FX Series vehicles.

In addition, the Company defines “other segment items” as other operating expense adjustments that arise from lease or other impairments, gains and losses on the sale or disposition of its fixed assets, or other market‑driven factors that impact Loss from operations presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and are not part of the Company’s recurring and controllable operating costs .

By segregating these “Other Segment Items” from “Loss from operations,” the Company provides investors with a clear view of the expenses that management can directly influence versus those driven by external factors.

Other potentially reportable items, such as separate automotive sales and leasing revenues (currently immaterial), geographic information, depreciation expense, interest expense, or other segment-specific activities, are not separately reviewed by the CODMs.

Accordingly, these detailed segment components do not influence the CODMs’ decision-making or resource allocation processes and thus are not separately disclosed.

During the third quarter of 2025, the Company consolidated AIXC, a VIE that operates a legacy life-sciences business.

The acquisition closed on September 29, 2025, and AIXC’s results were included in the Company’s consolidated financial statements for the final two days of the quarter.

AIXC does not earn revenue and the operating loss attributable to AIXC was immaterial and did not meet the quantitative thresholds under ASC 280 for separate segment reporting.

The Company also intends to use AIXC as the platform for future crypto-related initiatives;

however, no crypto operations were active during the quarter, and the Company liquidated its crypto holdings to fund the AIXC transaction.

(For further information see Note 3 - Business Acquisition - Consolidation of AIXC, and Note 1 - Nature of Business and Organization ).

Accordingly, these detailed segment components do not influence the CODM’s decision-making or resource allocation processes and thus are not separately disclosed.

Faraday Future Intelligent Electric Inc.

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Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of 90 days or less from the date of purchase to be cash equivalents.

The Company holds cash balances of $ 38.2 million and $ 0.0 million classified as cash equivalents as September 30, 2025 and December 31, 2024, respectively.

Digital Assets

In December 2023, FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

When crypto assets do not meet the definition of cash, cash equivalent, financial assets or inventory, ASU 2023-08 requires certain crypto assets to be measured periodically at fair value and presented as a separate long-lived intangible asset on the balance sheet with gains and losses from changes in the fair value reported as unrealized gains or losses in the Company’s Consdensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) each reporting period.

The Company determines fair value of its digital assets based on quoted prices in their principal markets, which represent the markets with the greatest volume and level of activity that the Company can access through its custodian and trading counterparty, BitGo.

BitGo executes transactions via its institutional OTC desk, which sources U.S.

accessible exchanges and institutional liquidity providers, including but not limited to Coinbase & Kraken etc.

The Company records digital assets at the fair value as of 11:59pm on the final day of each quarter.

The Company measures digital assets at fair value in accordance with ASC 820, Fair Value Measurement, based on quoted prices in its principal market, with changes recognized in earnings.

Gains and losses from purchases, sales, and period-end remeasurement of Company-owned digital assets are presented in the Company's Consdensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) as non-operating (income) and expenses.

The Company does not currently recognize revenues from contracts with customers related to digital assets.

On August 16, 2025, Faraday Future Intelligent Electric Inc.

issued a press release announcing the launch of its “EAI + Crypto” strategy and the unveiling of the “C10 Index” and the “C10 Treasury.” The index is a market-capitalization-weighted basket of the world’s top 10 crypto assets (excluding stablecoins), calculated from midnight Pacific Time on August 16, 2025, with a base value of 1,000.

The index is centered on Bitcoin and Ethereum, and covers the top ten cryptocurrencies by free-float market capitalization, excluding stablecoins.

It is calculated using market-capitalization weighted rules, with a maximum 50% allocation to any single asset.

The C10 Treasury is a portfolio of investments aimed at being dynamically allocated based on the C10 Index.

The strategy aims to grow assets through profession al, compliant custody, staking yield from locked holdings, and portfolio compounding, while multiple downside-protection mechanisms help manage risk.

The addition of a crypto business is part of the Company’s new strategy of generating high growth driven by crypto asset investments with dedicated financing that supplements the intelligent electric mobility EV business.

The newly acquired business, AIXC, is expected to be rebranded as CXC10, reflecting the Company’s new strategic direction around crypto investments.

During the quarter ended September 30, 2025, the Company invested $ 10.5 million in crypto assets.

As of September 30, 2025 , the crypto holdings were predominantly liquidated in order to fund the acquisition of AIXC, except for ETH coins that were being staked.

The realized total loss was $ 0.2 million and the unrealized loss on staked ETH coins was $ 0.2 million, presented as part of Other (loss) income, net in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

The table below summarizes the cost basis, fair value at the time of sale, losses, net that are realized and unrealized by crypto asset, and the fair value of outstanding coin as of September 30, 2025 (amounts shown in thousands, except for units purchased and units sold, which are presented in whole numbers):

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Crypto Asset Units Purchased Total Cost (1)

Units Sold Proceeds (1) / Advances

Gain / (loss) Fair Value of Outstanding Coins

Realized gains and (losses)

USDC 500,000.00 $ 500 500,000.00 $ 500 $ — $ —

BTC 35.31 3,947 35.31 3,894 ( 53 ) —

DOGE 525,633.97 135 525,633.97 120 ( 15 ) —

HYPE 6,518.85 232 6,518.85 267 34 —

LINK 8,816.53 173 8,816.53 182 9 —

TRX 355,433.17 127 355,433.17 117 ( 10 ) —

XRP 219,060.68 705 219,060.68 614 ( 91 ) —

BNB 1,317.08 1,173 1,317.08 1,291 119 —

ETH 162.09 739 162.09 628 ( 111 ) —

SOL 1,261.38 272 1,261.38 244 ( 28 ) —

ADA 131,830.65 113 131,830.65 101 ( 13 ) —

SOL 2,936.70 633 2,936.70 568 ( 65 ) —

8,749 8,526 ( 224 ) —

Unrealized gains and (losses)

ETH 384.08 1,751 ( 159 ) 1,592

Advances received on staked coins 1,445 (2)

$ 10,500 $ 9,971 $ ( 383 ) $ 1,592

(1) includes transaction fees

(2) included as component of Accrued expenses and other current liabilities

Short-term notes receivable

Short-term notes receivable are measured in accordance with ASC 326-20 (Current Expected Credit Losses, “CECL”), which requires recognition of expected credit losses over the life of the receivable based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company, through its acquisition of AIXC, holds short-term notes receivable originally issued by Marizyme, Inc.

(“Marizyme”) in exchange for cash advances.

These notes bear interest at 18% per annum, are payable on demand, and may be prepaid at any time without penalty.

Because AIXC has limited loss history for similar exposures, expected credit losses are estimated using a probability-weighted model that considers multiple settlement scenarios, including potential recovery through acquisition, liquidation, or other realizations of the debtor’s assets.

The resulting allowance for expected credit losses reflects an assessment of Marizyme’s financial condition, estimated recoverable amounts, and the likelihood of each outcome.

The allowance is reassessed each reporting period and updated as new information becomes available.

As of September 30, 2025, the estimate for expected credit losses on the Marizyme Notes is $ 0.3 million.

Given the inherently uncertain nature of the debtor’s financial condition and future outcomes, actual credit losses may differ materially from this estimate.

The Company will continue to monitor relevant events and conditions and update its assumptions and allowance as necessary.

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

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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.

The Company assesses the valuation of inventory and periodically

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

Inventory is classified as a current asset when it is expected to be sold, consumed, or used in production within twelve months or the operating cycle, whichever is longer.

Inventory that is not expected to be realized or used within twelve months or the operating cycle is classified as a non-current asset within Other non-current assets on the Unaudited Condensed Consolidated Balance Sheets.

This includes, for example, spare parts, service parts, or production parts held for future models or to fulfill warranty obligations on discontinued products

During the three months ended September 30, 2025, the Company reclassified $ 11.3 million of inventory from current to non-current.

The reclassified inventory consists primarily of raw materials and spare parts that are not expected to be used within twelve months or the operating cycle.

These inventories are intended to support future product models and service obligations.

Property, Plant and Equipment, Net

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Upon sale or disposition, the cost and related accumulated depreciation or amortization are removed from the Unaudited Condensed Consolidated Balance Sheets and any gain or loss is included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for leasehold improvements, over the term of the lease, if shorter.

Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for building improvements, over the term of the lease, if shorter.

Building improvements 15

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Computer software 3

Leasehold improvements Shorter of 15 years or

term of the lease

Leasehold improvements Shorter of asset useful life or term of the lease

Construction in process (“CIP”) consists of the construction activities related to the FF ieFactory California production facility in plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles.

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CIP is presented within Property, Plant, and Equipment, Net in the Unaudited Condensed Consolidated Balance Sheets.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting primarily of property and equipment and right-of-use assets (“ROU”), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable.

The Company reviews its long-lived assets, consisting primarily of property and equipment, deposits and right-of-use assets (“ROU”), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable.

The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

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Assets classified as held for sale are also assessed for impairment and such amounts are determined at the lower of the carrying amount or fair value, less costs to sell the asset.

During 2024, the Company recorded an impairment charge related to its right-of-use assets.

The Company’s long-lived assets have been evaluated for impairment on a quarterly basis due to the Company’s low market capitalization when compared with the carrying value of its long-lived assets.

Additionally, in July 2025, the One, Big, Beautiful Bill Act (“Act”) was signed into law, eliminating federal tax credits for electric vehicles effective September 30, 2025.

This policy change, combined with escalating U.S.

- China trade tensions and potential restrictions on critical materials, created significant macroeconomic uncertainty and cost pressures.

Management determined these developments, in addition to the Company’s low market-capitalization compared with the carrying value of our fixed assets, constituted triggering events under ASC 360 and performed an impairment assessment of long-lived assets during the quarter ended September 30, 2025.

The Company noted through the performance of the recoverability test and the calculation of the fair value of the long-lived assets, as proscribed in ASC 360, Property, Plant and Equipment , that certain of its long-lived assets were impaired.

Fair value was determined based on a combination of income, sales comparison and market approaches, with valuation categories assigned to asset classes based on similar characteristics.

The Company recorded an impairment charge of $ 130.0 million for both the three and nine months ended September 30, 2025 , related to its long-lived assets.

No impairments were recognized for the three and nine months ended September 30, 2024.

The impairment was primarily attributable to certain tooling, machinery, and equipment located at vendor sites and at the Company’s FF ieFactory California production facility in Hanford, California, that are no longer fully supported under updated operational plans and near-term production forecasts, as the Company shifts focus from FF 91 program activities to the planned FF 92 upgrade program and to reorganization and retooling in preparation for the commercial production of the FX Super One.

See Note 6, Property, Plant, and Equipment, Net for further details.

Additionally, the Company recorded impairments related to deposits the Company paid for future goods and services of $ 8.5 million for the three and nine months ended September 30, 2025.

No impairments were recognized for the three and nine months ended September 30, 2024.

See Note 5, Deposits and Other Current Assets.

Further, the Company recorded a $ 7.7 million impairment related to lease right-of-use assets associated with facility exits in the nine months ended September 30, 2024 .

See Note 11, Leases for further details.

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

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions.

The Company annually reviews goodwill at the reporting unit level for impairment and when events or changes in circumstances indicate the carrying value of the reporting unit might exceed its current fair values.

The Company’s intangible assets consist of In-Process Research & Development (“IPR&D”) acquired in connection with the investment in AIXC and the Company’s domain name acquired in prior periods.

The domain name is amortized on a straight-line basis over its estimated useful life of approximately five years .

Amortization expense related to this asset was immaterial for all periods presented.

The IPR&D is considered an indefinite-lived intangible asset, and the Company evaluates its recoverability for possible impairment at least annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable.

See Note 3, Business Acquisition—Consolidation of AICX for information on the IPR&D asset purchased .

To test indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value.

If it is, a quantitative assessment is required.

Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.

The qualitative assessment requires the consideration of factors such as recent market transactions,

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

macroeconomic conditions and changes in projected future cash flows.

The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount.

If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess.

Fair values of indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

Revenue Recognition

The following table disaggregates our revenue by major source:

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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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 and six months ended June 30, 2025 and 2024 .

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

Automotive Leasing Revenue

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Depreciation expense related to leased vehicles is recorded in cost of automotive leasing revenue on a straight-line basis over the lease term, reflecting the expected residual value of the vehicles at lease termination.

Upfront payments related to lease agreements are deferred and recognized as revenue on a straight-line basis over the respective lease term.

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

Upfront payments related to

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

economically interdependent.

lease agreements are deferred and recognized as revenue on a straight-line basis over the respective lease term.

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

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.

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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 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.

As of September 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 $ 0.2 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.

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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.

The resulting net amount is recorded as marketing expense if the net amount is more than the sale price of the vehicle.

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.

For the three months ended September 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 nine months ended September 30, 2025 and 2024, the Company recognized $ 0.5 million and $ 0.5 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.

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Customer Deposits

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.

As o f September 30, 2025, the Company held approxim ately $ 4.1 million in cu stomer 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.

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

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

Deferred Revenue

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The Company recognizes revenue when control of the vehicle or related services transfers to the customer and defers revenue only when payments are received for undelivered products or services.

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

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

As of September 30, 2025 and December 31, 2024 deferred revenue related to products and services were insignificant for both periods.

Cost of Revenue

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

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

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

Automotive Leasing Program

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

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

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The carrying value of deferred tax assets is adjusted to reflect the amount that is more likely than not to be realized.

As of March 31, 2025 and December 31, 2024, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

of September 30, 2025 and December 31, 2024, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

The Company applies the guidance in ASC 740-10, Income Taxes , to account for uncertain tax positions.

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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.

federal jurisdiction, the state of California, and China.

federal jurisdiction, the state of California, China, and U.A.E.

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

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 in come tax provision did not impact the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025, and 2024, and by $ 15 thousand and $ 3 thousand, respectively, for the nine months ended September 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 and six months ended June 30, 2025 and 2024 .

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

Recent Accounting Pronouncements

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Early adoption is permitted.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).

This Update addresses stakeholders’ concerns about (1) the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and (2) the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The amendments are expected to (a) reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, (b) better portray the economics of those contracts in the financial statements, and (c) reduce diversity in practice resulting from the broad application of the current guidance and changing business environment.

The amendments also are expected to reduce diversity in practice by clarifying the applicability of Topic 606, Revenue from Contracts with Customers, to share-based noncash consideration from a customer for the transfer of goods or services.

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.

Liquidity and Capital Resources and Going Concern

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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

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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 $ 4,449.3 million, an unrestricted cash balance of $ 13.2 million and a negative working capital position of $ 146.0 million as of June 30, 2025.

The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $ 4,671.5 million, an unrestricted cash balance of $ 62.9 million and a negative working capital position of $ 121.2 million as of September 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 has launched the FX Series, beginning with the Super One model, and is accepting pre-orders.

The Company is preparing to initiate full-scale, series production of the FX Series, including the Super One, 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.

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(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.

(iv) 2024 Unsecured SPA Notes (defined below);

(v) 2025 March Unsecured SPA Notes (defined below) and (vi) 2025 July Unsecured SPA Notes (defined below).

As of September 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 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.

As of September 30, 2025, the SPA Commitments totaled $ 739.0 million, of which $ 494.2 million was funded, $ 189.2 million expired unfunded, $ 55.6 million remained to be funded, and $ 52.7 million in principal was outstanding.

On September 30, 2025, Optional Commitments (including incremental warrants) under the SPA Commitments totaled $ 467.0 million, of which $ 100.4 million was funded, $ 317.1 million expired unfunded, $ 49.5 million remained to be funded, and $ 40.7 million was outstanding.

The remaining amounts to be funded as of September 30, 2025, are subject to satisfaction of closing conditions, certain of which include minimum share price requirements, minimum trading volume.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Additional financing is provided in the form of convertible debt instruments, equipment financing arrangements, sale-leaseback and related party notes that support the Company’s operations and capital expenditures.

As of September 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.

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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

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.

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.

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

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(“Yorkville”) , subject to certain limitations.

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.

Subsequent to September 30, 2025 and prior to the issuance of this Form 10Q, the SEPA expired.

At September 30, 2025 and expiration, the Company had the right to issue and sell up to an additional $ 192.5 million, or $ 342.5 million if the Company exercised its option under the SEPA.

At-The-Market Offerin g

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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

The Company projects that it will require substantial additional funds to continue operations and support production of the FF 91, and it also plans to initiate production of its FX Series of vehicles.

The Company projects that it will require substantial additional funds to continue operations and support production of the FF 91, advance the planned FF 92 upgrade program, and it also plans to initiate production of its FX Series of vehicles.

If additional capital is not secured, the Company will not have sufficient resources to meet its obligations and continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery.

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however, if additional capital is not secured, the Company will not have sufficient resources to meet its obligations or continue operations, potentially resulting in bankruptcy protection, asset liquidation, and minimal or no recovery for equity holders.

On September 29, 2025, the Company completed its investment in AIXC, a Nasdaq-listed life sciences company.

This transaction was executed as part of a strategic plan to use AIXC as a corporate platform for future non-automotive initiatives, including investment in digital assets, blockchain and other digital asset ventures.

AIXC’s historical life sciences operations post acquisition were immaterial to the Company’s consolidated results for the period.

The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints.

The Company expects to fund any new strategic initiatives executed through AIXC using external capital sources or asset reallocations, and no revenues were generated from these initiatives during the three or nine months ended September 30, 2025.

While AIXC’s consolidation supports the Company’s long-term strategic flexibility, it does not alleviate the substantial doubt that remains regarding the Company’s ability to continue as a going concern for the next twelve months.

Funding Alternatives and Risks

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In addition to the risk that the Company’s assumptions and analyses may prove incorrect, the projections may underestimate the professional fees and other costs to be incurred related to the pursuit of various financing options currently being considered and ongoing legal risks.

Capital needed to fund the development of the Company’s remaining product portfolio will largely depend on market success and profitability of the FF 91 and the launch of the FX series, and the Company’s ability to accurately estimate and control costs.

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

Capital needed to fund the development of the Company’s remaining product portfolio will largely depend on market success and profitability of the FF 91, the planned FF 92 upgrade program, and the launch and ramp-up of the FX Series, as well as the Company’s ability to accurately estimate and control costs.

Apart from the FF 91 series, the FF 92 program, and the FX Series, substantial additional capital would be required to fund operations, research, development, and design efforts for future vehicles.

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 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.

import tariffs on electric vehicle components sourced from China could increase the Company’s future manufacturing costs as production of the FF 91, the planned FF 92 upgrade program, the FX Series, and other future vehicle models is introduced or scaled.

While tariffs did not materially impact cost of goods sold for the three and nine months ended September 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

Despite the Company’s diversified financing structure – including its SPA Portfolio Notes, convertible debt instruments, and equipment financing, and targeted inflows from new debt and anticipated equity, the Company’s recurring operating losses and continuing negative cash flows from operations continue to raise substantial doubt about the Company’s ability to continue as a going concern.

Inventory, net

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Business Acquisition—Consolidation of AICX

On September 29, 2025 the Company invested $ 30.0 million in cash into AIXC and in exchange obtained a controlling financial interest.

AIXC is a publicly traded life-sciences company that, with this investment, will transition towards cryptocurrency-related business.

While the Company holds approximately 7.9 % of AIXC’s outstanding voting shares as of September 30, 2025 , it obtained governance and operating decision-making rights, including the appointment of a Co-Chief Executive Officer and the Chief Financial Officer of AIXC, each of whom is also an employee or officer of the Company, along with discretion over all digital-asset and cash management decisions.

AIXC was determined to be a VIE because substantially all of the activities are controlled by a party with relatively few voting rights.

Based on the Company’s governance and operating decision-making rights, the Company determined that it has the power to direct the activities that most significantly impact AIXC’s economic performance and is therefore the primary beneficiary of AIXC.

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

The Series B Convertible Preferred Stock held by the Company as of September 30, 2025 became convertible into voting common shares upon stockholder approval in November 2025, in accordance with applicable Nasdaq listing rules, increasing the Company’s ownership to approximately 57.5 % on an as-converted basis.

We accounted for the Business Combination using the acquisition method of accounting, as prescribed by ASC 805, “ Business Combinations ” (“ASC 805”).

In accordance with valuation methodologies described in ASC 820, “ Fair Value Measurement ” (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the acquisition.

As part of this PIPE transaction, the Company received 248,722 shares of AIXC common stock and 13,108,358 shares of Series B Convertible Preferred Stock.

Prior to conversion, only the common stock held voting rights, resulting in the Company owning approximately 7.9 % of AIXC’s outstanding voting shares as of September 30, 2025.

Upon stockholder approval of the Series B conversion terms on November 12, 2025 (see Note 17 - Subsequent Events ), the preferred shares became convertible into common stock.

On an as-converted basis, the Company held a total of approximately 13.4 million AIXC shares, representing 57.5 % of the fully diluted share count of approximately 23.2 million shares at the acquisition date.

The Company contributed $ 30.0 million in cash to AIXC as part of a larger $ 40.7 million private placement financing (the “PIPE”) round whereby AIXC issued new shares of Common and Preferred Stock to the Company and other investors.

For purchase accounting purposes under ASC 805, the Company concluded that the acquired fair value of AIXC’s net assets is approximately $ 38.2 million, as shown below.

Goodwill, IPR&D and deferred tax liabilities, totaling $ 29.7 million, were recognized based on the fair value AIXC’s net assets, $ 38.2 million, which also represents the fair value of the non-controlling interest held by non FF investors i n AIXC, less net assets acquired of $ 8.5 million.

The Company’s acquisition-related costs were insignificant.

ASC 805 requires the acquirer to recognize the acquiree’s tangible and intangible assets and liabilities at their acquisition‑date fair values and to recognize identifiable intangible assets separately from goodwill when they are contractual or separable.

The Company believes that the historical values of AIXC’s current assets and current liabilities approximate fair value based on the short-term nature.

The provisional allocation to AIXC’s net assets is as follows (amounts in thousands):

Description (balance sheet line item)

Fair Value Methodology

Cash (includes funds from non FF PIPE Investors) $ 8,777 Carrying value

Prepaid expenses and other current assets 343 Recorded based on existing contracts and balances

Short term note receivable 4,348 Evaluated based on contractual terms and recoverability

Other receivable 2 Nominal;

carried at book value

Intangibles (in-process R&D) 2,500 Valued with third-party specialist using cost build-up approach

Accounts payable and accruals ( 1,324 ) Carried at book value;

represents working capital obligations

Warrant Liability ( 362 ) Based on acquisition-date Black-Scholes valuation by external expert

Promissory Notes ( 3,237 ) Fair value as of acquisition date

Other liabilities (deferred tax liability) ( 625 ) Estimated based on book-to-tax basis differences, prepared with specialist input

Net identifiable assets acquired 10,422 Subtotal of above

Goodwill 27,783 Calculated as residual of purchase price less net assets

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Total Net Assets Acquired 1

$ 38,205 Total investment allocated

The Net Assets of AIXC acquired by the Company also represent the fair value of the non controlling interest in AIXC within the Company’s Unaudited Condensed Consolidated Financial Statements.

The Company recognized NCI as the estimated fair value of the equity interests in AIXC not owned by the Company, measured in accordance with ASC 805 and ASC 820.

The NCI will be adjusted in future periods for the Company’s proportionate share of AIXC’s earnings or losses and other changes in equity.

NCI is measured on the acquisition date as the fair value of the equity interests not held by the Company.

NCI is computed by summing the other‑holders’ components on a fair-value and as-converted basis for preferred shares.

Amounts are in thousands.

Component Amount

Common Shares $ 15,368

Preferred Shares 22,837

Provisional impact on consolidated results

The preliminary purchase price allocation is based on current information and is subject to change during the measurement period (up to one year from the closing) as valuations are finalized.

Any material adjustments will be recorded as adjustments in the Company’s financial statements.

Goodwill and Measurement Period

The goodwill recorded at closing relates principally to intangible assets that do not qualify for separate recognition under GAAP.

The goodwill recognized at the acquisition date primarily reflects the impact of measuring the noncontrolling interest at fair value, which was determined using directly observable quoted prices of AIXC’s shares on the acquisition date.

AIXC’s stock price on that date experienced notable volatility associated with the closing of a financing round that significantly enhanced AIXC’s liquidity.

A dditionally, AIXC provided an established public-company platform, including an existing registration, exchange listing, and shareholder base r.

Goodwill was measured as the excess of the purchase price over net tangible and identifiable i ntangible assets.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Inventory, net (Current and non current)

Inventory, net, consists of the following as of:

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

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

Raw materials (net of reserves) $ 11,252 $ 27,440

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$ 11,633 $ 27,486

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

Inventory, current portion $ 381 $ 27,486

Inventory, non-current portion (1)

1) Non-current inventory presented as part of Other non-current assets in the Unaudited Condensed Consolidated Balance Sheets

The inventory reserve was $ 17.7 million and $ 3.3 million as of September 30, 2025 and December 31, 2024 , respectively.

During the three and nine months ended September 30, 2025 the Company increased its inventory reserve by $ 10.6 million and $ 14.4 million, respectively.

Of these amounts, approximately $ 9.6 million related to market conditions such as anticipated tariffs and higher transportation costs, and approximately $ 4.8 million, related to excess and obsolete (“E&O”) inventory identified during the period.

Deposits (current and non-current) and Other Current Assets

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

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

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

Deposits for research and development, prototype and production parts, and other $ 18,519 $ 29,318

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$ 20,195 $ 31,094

Other current assets June 30, 2025 December 31, 2024

Deposits, current portion $ 7,784 $ 31,094

Deposits, non-current portion (1)

Other current assets September 30, 2025 December 31, 2024

Prepaid expenses $ 10,921 $ 4,832

1 unchanged sentence

$ 12,397 $ 6,127

1) Non-current deposits presented as part of Other non-current assets in the Unaudited Condensed Consolidated Balance Sheets

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.

The Company makes deposits for inventory and property and equipment items which are classified

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

as Deposits for goods and services yet to be received (“Future Work”).

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

The Company recorded an impairment charge of $ 8.5 million and $ 8.5 million for the three and nine months ended September 30, 2025, respectively.

The impairment loss is included within Asset impairment on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

As of September 30, 2025, $ 12.4 million of deposits were classified as non-current, relating primarily to production parts not expected to be received within twelve months.

Property, Plant, and Equipment, Net

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(in thousands)

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Land, buildings and building improvements $ 77,951 $ 111,443

Computer hardware 2,397 2,397

9 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 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.

Depreciation and amortization expense totaled $ 19.1 million and $ 17.5 million for the three months ended September 30, 2025, and 2024, respectively and 56.3 million and $ 53.5 million for the nine months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025 , the Company disposed of property, plant, and equipment, with a carrying value of approximately $ 1.7 million.

For the nine months ended September 30, 2024 , the Company disposed of property, plant, and equipment, with a carrying value of approximately $ 2.5 million.

During the third quarter of 2025, the Company identified impairment triggering events and performed an impairment assessment under ASC 360.

As described in section Impairment of Long-Lived Assets within Summary of Significant Accounting Policies , these events included the elimination of federal EV tax credits, escalating U.S.–China trade tensions, and the Company’s market capitalization relative to carrying value.

Based on this assessment and an independent third-party valuation, the Company recorded an impairment charge of $ 130.0 million and $ 130.0 million for the three and nine months ended September 30, 2025, respectively, including impairment of Construction in progress of $ 10.1 million.

There were no impairment charges for the three and nine months ended September 30, 2024.

The impairment loss is included within Asset impairment on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

The impairment relates primarily tooling, machinery, and equipment at vendor sites and at the Company’s FF ieFactory California production facility in Hanford, California, that are no longer supported under updated operational plans, as the Company shifts focus from FF 91 program activities to the planned FF 92 upgrade and prepares for FX Super One production .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Accrued Expenses and Other Current Liabilities

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(in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accrued payroll and benefits $ 34,063 $ 27,713

6 unchanged sentences

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.

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 September 30, 2025 and December 31, 2024, respectively.

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

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

Notes Payable

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 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.

The tables below summarize these agreements as of September 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.

During the three months ended September 30, 2025, the Compan y obtained control of AIXC (refer to Note 3 Business Acquisition—Consolidation of AICX for details of the transaction).

Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025.

The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

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.

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

Further, these instruments carry high interest rate structures and embedded economics that can result in a loss on issuance.

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

September 30, 2025

(in thousands) Contractual

3 unchanged sentences

Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net

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

2023 Unsecured SPA Notes Various through August 2031 10 % - 15 % $ 8,100 $ 203 $ ( 810 ) $ 7,493

Junior Secured SPA Notes Various through September 2030 10 % 18,000 ( 471 ) — 17,529

2024 Unsecured SPA Notes Various through October 2030 10 % 9,070 756 — 9,826

2025 March Unsecured SPA Notes Various dates in 2030 10 % 16,188 3,503 ( 12,479 ) 7,212

2025 July Unsecured SPA Notes August 2030 10 % 39,200 ( 1,872 ) ( 7,936 ) 29,392

Notes payable – China other

Due on Demand — % 4,213 — — 4,213

2025 Convertible Note - AIXC January 2026 — % 132 230 ( 22 ) 340

Promissory Notes - AIXC Various through November 26, 2025 — % 3,250 — ( 353 ) 2,897

$ 98,153 $ 2,349 $ ( 21,600 ) $ 78,902

19 unchanged sentences

Notes payable, long-term portion $ 45,264

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 March 31, 2025 to June 30, 2025 with third parties.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Roll Forward of the Fair Value of Notes payable, current portion by Transaction Type

The following table presents a roll forward of the Company’s Notes payable, current portion balances from June 30, 2025 to September 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.

4 unchanged sentences

SPA Notes 2024

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

SPA Notes 2025 March Unsecured SPA Notes 2025 July Unsecured SPA Notes Notes

China other 2025 Convertible Note - AIXC Promissory Notes - AIXC Total

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

New Issuances (b) — 4,500 17,423 21,859 5,103 38,564 — — $ — 87,449

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.

Addition of Debt upon Consolidation of AICX (c) — — — — — — 340 $ 2,897 3,237

Repayment of Debt (d) — — — — — — — — $ — —

Conversion of Debt to Equity (e) — ( 1,757 ) — ( 15,809 ) ( 4,202 ) — — — $ — ( 21,768 )

Fair Value Adjustments of Debt (f) — 212 106 ( 6,233 ) ( 2,987 ) ( 9,172 ) — — $ — ( 18,074 )

Other Adjustments (g) — — — — — — 25 — $ — 25

Balance as of September 30, 2025 (h) $ — $ 7,494 $ 17,529 $ 9,826 $ 7,211 $ 29,392 $ 4,213 $ 340 $ 2,897 $ 78,902

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

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance increased the principal amount of notes issued during the period by $ 3,130 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.

The AICX debt instruments were recognized at fair value on the acquisition date.

For the AICX promissory notes, historical carrying value is deemed to approximate fair value.

(d) Cash repayments of principal amounts during the period.

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

(f) 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 $ 3,063 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.

(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 September 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.

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

3 unchanged sentences

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

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

New Issuances (b) 1,125 — 10,816 5,932 — — 17,873

1 unchanged sentence

Conversion of Debt to Equity (d) ( 20,376 ) ( 7,275 ) — — — — ( 27,651 )

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.

Modifications and Extinguishments of Debt (e) 5,158 ( 2,394 ) ( 65 ) — — — 2,699

Fair Value Adjustments of Debt (f) ( 8,408 ) ( 2,355 ) ( 114 ) ( 4,004 ) — — ( 14,881 )

Reclassification of Debt Between Debt Categories (g) — 22,371 ( 29,871 ) 7,500 — — —

Other Adjustments (h) — — — — 72 — 72

Balance as of September 30, 2024 (i) $ 20,214 $ 20,850 $ — $ 9,428 $ 4,950 $ 58 $ 55,500

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

3 unchanged sentences

(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.

(e) Adjustments from amendments, modifications, or extinguishment of existing debt, in accordance with ASC 470-50, and presented as a component of Loss on settlement of notes payable in the Consolidated Statements of Operations.

(f) 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 $ 681 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.

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

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

(i) The carrying value for each note category, fair value or amortized cost depending on the election, as of September 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.

Roll Forward of the Fair Value of Notes payable, current portion by Transaction Type

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

4 unchanged sentences

SPA Notes 2024

SPA Notes 2025 March Unsecured SPA Notes Notes

China other Auto

SPA Notes 2025 March Unsecured SPA Notes 2025 July Unsecured SPA Notes Notes

China other 2025 Convertible Note - AIXC Promissory Notes - AIXC Auto

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

New Issuances (b) — 9,000 17,423 32,955 15,197 38,564 — — — — 113,139

Repayment of Debt (c) — — — — — — ( 6 ) ( 6 )

Conversion of Debt to Equity (d) ( 3,535 ) ( 4,692 ) ( 16,468 ) ( 5,847 ) ( 3,510 ) — — ( 34,052 )

Fair Value Adjustments of Debt (e) ( 1,922 ) ( 1,985 ) ( 9,591 ) ( 2,272 ) 2,713 — — ( 13,057 )

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

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

Addition of Debt upon Consolidation of AICX (c) — — — — $ — $ — — 340 2,897 — 3,237

Repayment of Debt (d) — — — — $ — $ — — — — ( 6 ) ( 6 )

Conversion of Debt to Equity (e) ( 3,535 ) ( 6,449 ) ( 16,468 ) ( 21,656 ) $ ( 7,712 ) $ — — — — — ( 55,820 )

Fair Value Adjustments of Debt (f) ( 1,922 ) ( 1,773 ) ( 9,485 ) ( 8,505 ) ( 274 ) ( 9,172 ) — — — — ( 31,131 )

Other Adjustments (g) — — — — $ — $ — 40 — — ( 45 ) ( 5 )

Balance as of September 30, 2025 (h) $ — $ 7,494 $ 17,529 $ 9,826 $ 7,211 $ 29,392 $ 4,213 $ 340 $ 2,897 $ — $ 78,902

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

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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.

The AICX debt instruments were recognized at fair value on the acquisition date.

For the AICX promissory notes, historical carrying value is deemed to approximate fair value.

(d) Cash repayments of principal amounts during the period.

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

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

1 unchanged sentence

Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $ 5,293 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.

(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 September 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 June 30, 2024 with third parties.

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

3 unchanged sentences

SPA Notes Unsecured

SPA Notes Notes

China other Auto

3 unchanged sentences

Conversion of Debt to Equity (d) ( 36,961 ) ( 7,495 ) — — — — ( 44,456 )

Fair Value Adjustments of Debt (e) ( 22,258 ) ( 1,215 ) 2,664 — — ( 20,809 )

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

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

Modifications and Extinguishments of Debt (e) 5,158 ( 2,394 ) ( 65 ) — — — 2,699

Fair Value Adjustments of Debt (f) ( 30,666 ) ( 3,570 ) 2,550 ( 4,004 ) — — ( 35,690 )

Reclassification of Debt Between Debt Categories (g) — 22,371 ( 29,871 ) 7,500 — — —

Other Adjustments (h) — 52 — 52

Balance as of September 30, 2024 (i) $ 20,214 $ 20,850 $ — $ 9,428 $ 4,950 $ 58 $ 55,500

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

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(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.

(f) 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 $ 871 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.

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

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

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

Schedule of Principal Maturities of Notes Payable

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

The future scheduled principal maturities of Notes payable, current portion as of September 30, 2025, are as follows:

(in thousands)

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(vi) 2025 March Unsecured SPA Notes ;

(vii) Notes payable – China other;

and (viii) Auto loans.

(vii) 2025 July Unsecured SPA Notes;

(viii) Notes payable – China other;

and (ix) Auto loans.

In addition, during the three months ended September 30, 2025, the Company consolidated AIXC, and accordingly recognized AIXC’s outstanding debt instruments at fair value as of the consolidation date.

These obligations are included within the categories presented above.

Below is a discussion of the terms, amendments, letter agreements, and financial impacts for each category of debt.

6 unchanged sentences

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 are subject to full ratchet anti-dilution price protection and as of September 30, 2025 the fixed price conversion price was $ 1.16 .

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

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

There were no outstanding Secured SPA Notes, as of September 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.

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• Unanimous Written Consents:

During the six months ended June 30, 2024 , the Company’s Board of Directors (the “Board”) exercised its authority via a series of written consents (the “Unanimous Written Consents”) to adjust the principal conversion price of the Secured SPA Notes as it considered desirable.

During the nine months ended September 30, 2024 , the Company’s Board of Directors (the “Board”) exercised its authority via a series of written consents (the “Unanimous Written Consents”) to adjust the principal conversion price of the Secured SPA Notes as it considered desirable.

The Board chose to reduce the principal conversion price from $ 29.33 to 105 % of the listed market price of the Company’s Common Stock at the close of the trading day on which a conversion notice is delivered.

7 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 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

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

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 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.

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

During the nine months ended September 30, 2025 there have not been any dilutive sale and purchase transactions effecting the Secured SPA Notes .

Summary of Secured SPA Notes Activity

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.

As of September 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 September 30, 2024, the Company received net cash proceeds of $ 1.1 million, after original issue discounts, in exchange for the issuance of Secured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 49.8 million into 15,453,305 shares of Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 48.9 million.

For the three months ended September 30, 2024, the Company recognized a gain of $ 8.4 million 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, and a $ 5.2 million loss on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving Secured SPA Notes during the three months ended September 30, 2025.

During the nine months ended September 30, 2025 and 2024, the Company received net cash proceeds of zero and $ 8.5 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 $ 83.1 million into 3,164,911 and 25,335,671 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 $ 107.0 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.

For the nine months ended September 30, 2025 and 2024, the Company recognized a gain of $ 1.9 million and $ 30.7 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.

For the nine months ended September 30, 2024 the Company also recognized a $ 5.2 million loss on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

2023 Unsecured SPA Notes

3 unchanged sentences

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

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

SPA Notes’ conversion privileges.

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 June 30, 2025 the fixed price conversion price was $ 8,568.00 .

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of September 30, 2025 the fixed conversion prices were $ 1.16 and $ 5.24 for different tranches outstanding .

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 .

There were $ 7.5 million outstanding 2023 Unsecured SPA Notes, as of September 30, 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 issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

9 unchanged sentences

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.

During the three months ended September 30, 2025, the Company entered into several dilutive sale and purchase transactions through issuance of Junior Secured SPA Notes and 2024 Unsecured SPA Notes upon the exercise of the Junior Secured SPA and 2024 Unsecured SPA Incremental Warrants.

These transactions triggered the full ratchet anti-dilution price protection for the 2023 Unsecured SPA Notes issued prior to such dilutive transactions.

Accordingly, as of September 30, 2025, the conversion price of the 2023 Unsecured SPA Notes was $ 1.16 or $ 5.24 , depending on the tranche.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Summary of 2023 Unsecured SPA Notes Activity

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

As of September 30, 2025, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 7.5 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 three months ended September 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 $ 1.9 million and $ 12.1 million into 1,622,455 and 3,658,727 shares of Class A Common Stock, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss of $ 0.4 million and $ 7.6 million on extinguishment, for each period, respectively.

For the three months ended September 30, 2025, and 2024, the Company recognized a loss of $ 0.2 million and a gain of $ 2.4 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.

For the three months ended September 30, 2024, the Company also recorded a $ 2.4 million gain on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

During the nine months ended September 30, 2025 and 2024, the Company received net cash proceeds of $ 9.0 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 $ 6.3 million and $ 12.5 million into 5,790,219 and 3,782,135 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 $ 3.2 million and $ 7.8 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.

Notes to Unaudited Condensed Consolidated Financial Statements

For the nine months ended September 30, 2025 and 2024, the Company recognized a gain of $ 1.8 million and $ 3.6 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.

For the nine months ended September 30, 2024, the Company also recorded a $ 2.4 million gain on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

Unsecured Convertible Notes

6 unchanged sentences

Summary of Unsecured Convertible Notes Activity

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.

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

During the nine months ended September 30, 2025, the Company issued related party Unsecured Convertible Notes discussed separately in Note 9, Related Party Transactions .

During the three and nine months ended September 30, 2024, the Company received net cash proceeds of $ 10.8 million and $ 27.4 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.

For the three and nine months ended September 30, 2024, the Company recognized a gain of $ 0.1 million and a loss of $ 2.6 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.

For the three and nine months ended September 30, 2024, the Company also recorded a $ 0.1 million gain on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Statements of Operations and Comprehensive Loss.

During the three and nine months ended September 30, 2024 and exchanged the entire outstanding balance of Unsecured Convertible Notes for 2023 Unsecured SPA Notes and Junior Secured SPA Notes.

There were no transactions involving third party Unsecured Convertible Notes during the three and nine months ended September 30, 2025.

Junior Secured SPA Notes

4 unchanged sentences

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 June 30, 2025 the fixed price conversion price was $ 1.16 .

These notes mature in September 2029.

The Junior Secured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded.

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of September 30, 2025 the fixed price conversion price was $ 1.16 or $ 5.24 for different tranches outstanding .

These notes mature in Various through September 2030.

The original Junior S ecured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded.

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

3 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

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.

8 unchanged sentences

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

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Anti-Dilution Adjustments

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 Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

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

During the three months ended September 30, 2025, the Company entered into a dilutive transaction through the issuance of 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants.

This transaction triggered the full ratchet anti-dilution provisions of the Junior Secured SPA Notes issued during the three months ended September 30, 2025, but prior to the dilutive transaction.

Accordingly, as of September 30, 2025, conversion price of certain Junior Secured SPA Notes issued during the same period was $ 1.16 .

Summary of Junior Secured SPA Notes Activity

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.

As of September 30, 2025, the fair value of the Junior Secured SPA Notes was $ 17.5 million, compared to $ 26.1 million as of December 31, 2024.

During the three and nine months ended September 30, 2024, the Company received net cash proceeds of $ 13.3 million after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes.

During the same periods, the Company recognized a gain of $ 4.0 million 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.

During the three and nine months ended September 30, 2025, the Company received net cash proceeds of $ 18.0 million after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes upon exercise of Junior secured Incremental Warrants.

During the same periods, the Company converted debt with a principal amount of zero and $ 28.8 million into zero 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 zero and $ 20.4 million, for each period.

For the three and nine months ended September 30, 2025, the Company recognized a loss of $ 0.1 million and a gain of $ 9.5 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.

2024 Unsecured SPA Notes

6 unchanged sentences

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 original 2024 Unsecured SPA Investors were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 33 % 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 .

2 unchanged sentences

The 2024 Unsecured SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company in a manner that is not consistent with the holders of the Company’s Common Stock.

The 2024 Unsecured SPA Investors were issued incremental warrants (the “2024 Unsecured SPA Incremental Warrants”) to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments.

The 2024 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.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Th e original 2024 Unsecured SPA Investors were issued incremental warrants (the “2024 Unsecured SPA Incremental Warrants”) to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments.

Th e 2024 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.

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Summary of 2024 Unsecured SPA Notes Activity

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.

As of September 30, 2025, the fair value of the 2024 Unsecured SPA Notes was $ 9.8 million, compared to $ 7.0 million as of December 31, 2024.

During the three and nine months ended September 30, 2025, the Company received net cash proceeds of $ 14.0 million and $ 34.0 million, respectively, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

The proceeds received during the three months ended September 30, 2025 were attributable to the issuance of 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured Incremental Warrants.

During the same periods, the Company converted debt with a principal amount of $ 23.2 million and $ 34.9 million into 20,894,171 and 31,690,932 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 $ 36.3 million and $ 45.6 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.

For the three and nine months ended September 30, 2025, the Company recognized a gain of $ 6.2 million and $ 8.5 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 nine months ended September 30, 2024 as the 2024 Unsecured SPA Notes had not yet been issued.

2025 March Unsecured SPA Notes

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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,

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

the interest rate increases to 18 % per annum.

In the event of a default, 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.

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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 VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice.

The notes also include an alternate

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

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.

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, calculated using the initial conversion price of the 2025 March Unsecured SPA Notes.

The 2025 March Unsecured SPA Warrants are exercisable immediately with a term of five years .

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

The 2025 March Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2025 March Unsecured SPA Notes .

The Company’s 2025 March Unsecured SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity.

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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 .

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.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

As a result, the fixed conversion price and warrant exercise price of the 2025 March Unsecured SPA instruments re-set to $ 1.22 and $ 1.464 , respectively.

Anti-Dilution Adjustments

During the three months ended September 30, 2025, the Company entered into a dilutive sale and purchase transaction, through issuance of 2024 Unsecured SPA Notes upon exercise of 2024 Unsecured SPA Incremental Warrants.

This transaction triggered the full ratchet anti-dilution price protection for 2025 March Unsecured SPA Notes and related warrants issued prior to this transaction.

Accordingly, as of September 30, 2025, the conversion price of certain 2025 March Unsecured SPA Notes was $ 1.16 and the exercise price of certain 2025 March Unsecured SPA Notes Warrants $ 1.392 .

Summary of 2025 March Unsecured SPA Notes Activity

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.

As of September 30, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes, was approximately $ 7.2 million compared to zero as of December 31, 2024.

During the three and nine months ended September 30, 2025, the Company received net cash proceeds of $ 8.1 million and $ 32.2 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes, including cash proceeds of $ 7.5 million from issuance of 2025 March Unsecured SPA Notes upon exercise of related Incremental Warrants.

During the same periods, the Company converted debt with a principal amount of $ 9.3 million and $ 16.0 million into 8,429,301 and 14,598,957 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 $ 9.8 million and $ 15.3 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.

For the three and nine months ended September 30, 2025, the Company recognized a gain of $ 3.0 million and $ 0.3 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 nine months ended September 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

2025 July Unsecured SPA Notes

Overview and Terms

On July 14, 2025, the Company entered into a securities purchase agreement (the “2025 July Unsecured SPA”) with certain accredited investors (collectively, the “2025 July Unsecured SPA Investors”), pursuant to which the Company agreed to issue and sell an aggregate of $ 82.0 million in principal amount of senior unsecured convertible promissory notes (the “2025 July Unsecured SPA Notes”).

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

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

In the event of a default, 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 July 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 $ 1.75 per share, subject to customary anti-dilution adjustments and full ratchet anti-dilution price protection .

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 2025 July Unsecured SPA Investors were issued warrants (the “2025 July Unsecured SPA Warrants”) equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 July Unsecured SPA Notes funded.

The 2025 July Unsecured SPA Warrants are exercisable immediately with a term of five years .

The 2025 July Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2025 July Unsecured SPA Notes .

The Company’s 2025 July Unsecured SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity.

The 2025 July Unsecured SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company in a manner that is not consistent with the holders of the Company’s Common Stock.

The 2025 July 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 o f 6,813,785 shares of Series B Preferred Stock.

See Note 13 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

Amendments and Modifications

On August 21, 2025, the Company and the required purchasers under the 2025 July Unsecured SPA entered into an amendment to the 2025 July Unsecured SPA .

Pursuant to the amendment, the aggregate Note Commitment Amount under the 2025 July Unsecured SPA was increased from $ 82.0 million to $ 83.5 million, and the Commitment Annex to the 2025 July Unsecured SPA was amended and restated in its entirety to reflect such increase.

Note Conversion and exercise price re-set

Pursuant to the terms of the 2025 July Unsecured SPA Notes, on September 19, 2025, the fixed conversion price of the 2025 July 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 September 30, 2025, the fixed conversion price and warrant exercise price of the 2025 July Unsecured SPA instruments were $ 1.68 and $ 2.02 , respectively.

This reset did not trigger any price-based anti-dilution provisions of other outstanding convertible instruments.

Summary of 2025 July Unsecured SPA Notes Activity

As of September 30, 2025, the fair value of the outstanding 2025 July Unsecured SPA Notes, was approximately $ 29.4 million compared to zero as of December 31, 2024.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

During the three and nine months ended September 30, 2025, the Company received net cash proceeds of $ 39.2 million, after original issue discounts, in exchange for the issuance of 2025 July Unsecured SPA Notes.

For the three and nine months ended September 30, 2025, the Company recognized a gain of $ 9.2 million from the fair value remeasurement of 2025 July 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.

2025 Convertible Note - AIXC

On April 28, 2025, AIXC entered into a Secured Convertible Note (the “2025 Convertible Note - AIXC”) with Alpha Capital Anstalt (“Alpha”, or “Holder”), pursuant to which AIXC issued to Alpha a non-interest-bearing note with a principal of approximately $ 0.3 million, and an original issue discount (“OID”) of 20 %, in exchange for approximately $ 0.2 million cash, net of immaterial issuance costs.

The Note is convertible at any time at Alpha’s option, into shares of the AIXC’s common stock at a price equal to $ 2.25 per share (the “Conversion Price”), subject to customary adjustments.

The Convertible Note bears no stated interest, and is due on January 28, 2026 (the “Maturity Date”).

On June 4, 2025 AIXC repaid approximately $ 0.1 million in principal at the request of Alpha.

AIXC concluded that the 2025 Convertible Note - AIXC did not contain a substantial premium and therefore elected to account for the instrument under the fair value option in accordance with ASC 825-10-15-4.

As of September 30, 2025 the fair value of the 2025 Convertible Note - AIXC was $ 0.3 million.

Prior to the acquisition, any gains or losses resulting from the remeasurement of this instrument to fair value were recognized in AIXC’s standalone statements of operations.

Promissory Notes - AIXC

During the nine months ended September 30, 2025 AIXC issued short-term notes (the “Promissory Notes - AIXC”).

The Notes mature six months from their respective funding dates, bear no stated interest, and are repayable at 30 % premium upon repayment.

The premium is accreted to the carrying amount over their term using the effective interest method, with the offsetting impact recognized as interest expense.

The Notes have effective interest rates ranging from approximately 88.78 % to 98.8 %.

As of September 30, 2025, the Promissory Notes - AIXC had a carrying value of $ 2.9 million and contractual repayment amount, including the premium, totaled approximately $ 3.3 million.

Any interest expense related to accretion of the premium for three and nine months ended September 30, 2025, and other gains and losses associated with the Promissory Notes - AIXC, were recognized in AIXC’s standalone statements of operations prior to the acquisition by the Company.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Related Party Transactions

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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

Jia was temporarily excluded from oversight of the finance, legal, accounting, and public reporting functions .

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

September 30, 2025

(in thousands) Contractual

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Notes Payable on Demand — China Due on Demand — % 421

FFGP Note Various 2024 (1)

Convertible FFGP Note May 2024 (1)

Other Notes Due on Demand 12.0 % 75

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_______________

(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.

(1) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date.

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 June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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 September 30, 2025.

December 31, 2024

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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.

The following table presents a roll forward of the Company’s notes payable balances from June 30, 2025 to September 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

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

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

New Issuances (b) 72 — — — — — 72

Repayment of Debt (c) ( 590 ) — ( 85 ) ( 1,250 ) — ( 1,925 )

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 ) — — — — — —

Fair Value Adjustments of Debt (d) ( 263 ) — — — — — ( 263 )

Other Adjustments (e) — 27 2 — — — 29

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.

Balance as of September 30, 2025 (f) $ 1,272 $ 3,708 $ 421 $ — $ — $ 75 $ 5,476

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

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(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.

(d) 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 $ 5 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.

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

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

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

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

New Issuances (b) — — — — — 75 75

Fair Value Adjustments of Debt (c) ( 649 ) — — — — — ( 649 )

Other Adjustments (d) — 129 — — — 129

Balance as of September 30, 2024 (e) $ 1,302 $ 7,706 $ 3,805 $ 250 $ 1,576 $ 75 $ 14,714

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

(c) 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.

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

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

Faraday Future Intelligent Electric Inc.

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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.

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

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Other Adjustments (g) — — 40 4 — — — 44

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

Balance as of September 30, 2025 (h) $ 1,272 $ — $ 3,708 $ 421 $ — $ — $ 75 $ 5,476

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

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Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 189 thousand, which are separately identifiable from the fair value adjustments noted above.

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

(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.

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

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

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

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

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Other Adjustments (f) — — 2,603 16 — — — 2,619

Balance as of June 30, 2024 (g) $ — $ 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.

Balance as of September 30, 2024 (g) $ — $ 1,302 $ 7,706 $ 3,805 $ 250 $ 1,576 $ 75 $ 14,714

(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.

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(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.

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

Schedule of Principal Maturities of Related Party Notes Payable

The future scheduled principal maturities of Related party notes payable as of June 30, 2025, are as follows:

The future scheduled principal maturities of Related party notes payable as of September 30, 2025, are as follows:

(in thousands)

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Summary of Activity

As of June 30, 2025 and December 31, 2024, there were no outstanding related party 2023 Unsecured SPA Notes .

There was no related party activity related to the 2023 Unsecured SPA Notes during the three and six months ended June 30, 2025 or the three months ended June 30, 2024.

During the six months ended June 30, 2024, the Company converted related party debt with a principal amount of $ 0.7 million into 33,107 shares of Class A Common Stock.

As of September 30, 2025 and December 31, 2024, there were no outstanding related party 2023 Unsecured SPA Notes.

There was no related party activity related to the 2023 Unsecured SPA Notes during the three and nine months ended September 30, 2025 or the three months ended September 30, 2024.

During the nine months ended September 30, 2024, the Company converted related party debt with a principal amount of $ 0.7 million into 33,107 shares of Class A Common Stock.

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

For the six months ended June 30, 2024, the Company recognized a gain of $ 0.1 million from the fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the nine months ended September 30, 2024, the Company recognized a gain of $ 0.1 million from the fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Unsecured Convertible Notes

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SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.

As of June 30, 2025, the fair value of the Unsecured Convertible Notes was zero , compared to $ 1.4 million as of December 31, 2024.

For the three months ended June 30, 2025 and 2024, the Company recognized a loss of zero and $ 0.3 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the six months ended June 30, 2025 and 2024, the Company recognized a gain of $ 0.7 million and a loss of $ 0.5 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of September 30, 2025, the fair value of the Unsecured Convertible Notes was zero , compared to $ 1.4 million as of December 31, 2024.

For the three months ended September 30, 2025, and 2024, the Company recognized a gain of zero and $ 0.6 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the nine months ended September 30, 2025 and 2024, the Company recognized a gain of $ 0.7 million and $ 0.2 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

4 unchanged sentences

Summary of Activity

As of June 30, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes to related party investors was approximately $ 1.5 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 $ 2.7 million and $ 3.1 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors.

During the same periods, the Company converted debt with a principal amount of $ 2.1 million and $ 2.1 million into 2,017,794 and 2,017,794 shares of Class A Common Stock, respectively.

The conversion of 2025 March Unsecured SPA Notes to related party investors, into Class A Common Stock resulted in a loss on extinguishment of $ 1.9 million and $ 1.9 million, for each period, which was recorded in Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three and six months ended June 30, 2025, the Company recognized a loss of $ 0.4 million and $ 0.4 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There was no related party activity related to the 2025 March Unsecured SPA Notes during the three and six months ended June 30, 2024 as the 2025 March Unsecured SPA Notes had not yet been issued.

As of September 30, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes to related party investors was approximately $ 1.3 million compared to zero as of December 31, 2024.

During the three and nine months ended September 30, 2025, the Company received net cash proceeds of $ 0.1 million and $ 3.2 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors.

During the same periods, the Company converted debt with a principal amount of zero and $ 2.1 million into zero and 2,017,794 shares of Class A Common Stock, respectively.

The conversion of 2025 March Unsecured SPA Notes to related party investors, into Class A Common Stock resulted in a loss on extinguishment of zero and $ 1.9 million, for each period, which was recorded in Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three and nine months ended September 30, 2025, the Company recognized a gain of $ 0.3 million and a loss of $ 0.2 million, respectively, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There was no related party activity related to the 2025 March Unsecured SPA Notes during the three and nine months ended September 30, 2024 as the 2025 March Unsecured SPA Notes had not yet been issued.

Notes Payable — China

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Per the terms of the 2022 agreement, in the event of a default at maturity all outstanding interest and penalties since the inception of the original agreement reverted to Chongqing and the discounted principal balance returned to the full unpaid amount.

As a result, the Company recognized a loss of $ 14.1 million shown as component of Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the six months ended June 30, 2024.

In December 2024, the Company repaid $ 0.1 million an d entered into supplementary agreements with Chongqing, further restructuring its outstanding debt.

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As a result of the restructuring, the Company recognized a gain of $ 0.7 million in additional paid-in capital, reflecting the related party nature of the transaction.

Following the restructuring and subsequent principal payments, the Company's Notes Payable—China is in good standing as of June 30, 2025.

Following the restructuring and subsequent principal payments, the Company's Notes Payable—China is in good standing as of September 30, 2025.

Summary of Activity

As of June 30, 2025, the principal value of this note payable was $ 4.3 million, compared to $ 4.4 million as of December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company had accrued but unpaid interest and penalties of $ 22.5 million and $ 23.1 million recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2025, the Company repaid zero and $ 0.1 million and recognized a gain of zero and $ 0.7 million in additional paid-in capital .

As of September 30, 2025, the principal value of this note payable was $ 3.7 million, compared to $ 4.4 million as of December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company had accrued but unpaid interest and penalties of $ 19.6 million and $ 23.1 million recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025, the Company repaid $ 0.6 million and $ 0.7 million and recognized a gain of $ 3.1 million and $ 3.8 million in additional paid-in capital .

Faraday Future Intelligent Electric Inc.

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The Comp any's notes payable with investors based in China (“Notes Payable on Demand — China” ) bear a zero percent interest rate.

The outstanding balance as of June 30, 2025 and December 31, 2024, was $ 0.4 million and $ 0.4 million, respectively.

The outstanding balance as of September 30, 2025 and December 31, 2024, was $ 0.4 million and $ 0.4 million, respectively.

In November 2023 and January 2024, the Company issued unsecured promissory notes to FFGP Investment Holding I, LLC (“FFGP”), a related party, in an aggregate principal amount of $ 1.6 million.

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FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

As a result, the FFGP Note is in good standing as of June 30, 2025, however, it remains due on-demand.

During the three and six months ended June 30, 2025, the Company repaid $ 0.3 million and 0.3 million, respectively.

The carrying val ues of the FFGP Note were $ 1.3 million and $ 1.6 million as of June 30, 2025 and December 31, 2024, respectively .

During the three and nine months ended September 30, 2025, the Company repaid $ 1.3 million and 1.6 million, respectively.

The carrying val ues of the FFGP Note were zero and $ 1.6 million as of September 30, 2025 and December 31, 2024, respectively .

Convertible FFGP Note

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FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

As a result, the Convertible FFGP Note is in good standing as of June 30, 2025, however, it remains due on-demand.

During the three and six months ended June 30, 2025, the Company repaid $ 0.2 million and $ 0.2 million, respectively.

The carrying value of the Convertible FFGP Note was $ 0.1 million and $ 0.3 million as of June 30, 2025 and December 31, 2024, respectively .

During the three and nine months ended September 30, 2025, the Company repaid $ 0.1 million and $ 0.3 million, respectively.

The carrying value of the Convertible FFGP Note was zero and $ 0.3 million as of September 30, 2025 and December 31, 2024, respectively .

Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions

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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).

Jia was temporarily excluded from oversight of the finance, legal, accounting, and public reporting functions.

The Company entered into a Consulting Services Agreement with FFGP effective February 1, 2023, under which FFGP provided strategic and operational advisory services for a monthly fee of $ 200,000 .

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The Company terminated the agreement effective March 23, 2025, in connection with entering into a new consulting arrangement with FFGP.

On March 23, 2025, the Company and FFGP entered into a new month-to-month consulting agreement under which Mr.

Jia continues to serve as the principal service provider.

The revised agreement provides for a fixed monthly consulting fee of $ 100,000 and includes an annual bonus opportunity of up to $ 2.4 million.

The bonus is contingent on FFGP’s performance and is subject to the sole discretion of the Company’s Board of Directors.

The Board is responsible for determining whether performance objectives, if any, have been met and whether a bonus award is warranted.

During 2025, the Company and FFGP amended their consulting agreement.

As revised, the agreement provides for a fixed monthly consulting fee of $ 100,000 and includes a quarterly bonus opportunity of up to $ 1.0 million.

Any bonus is contingent on FFGP’s performance and is subject to the sole discretion of the Company’s Board of Directors.

The Board is responsible for determining whether any performance objectives have been met and whether a bonus award is warranted.

The agreement does not specify quantitative performance targets but allows the Board to consider overall contributions to business strategy, operational execution, and organizational planning.

For the six months ended June 30, 2025 , the Company paid approximately $ 2.8 million to FFGP.

As of June 30, 2025 the Company had an Related Party Accounts Payable balance of $ 0.5 million , and Related Party Accrued Liability balance of $ 0.8 million related to consulting services provided by FFGP.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the nine months ended September 30, 2025, the Company paid approximately $ 7.1 million to FFGP, including a $ 2.0 million bonus payment to FFGP in September 2025 and $ 1.7 million to repay two loans payable to FFGP (see FFGP Note and Convertible FFGP Note, above for details).

As of September 30, 2025 the Company had a Related Party Accrued Liability balance of $ 0.3 million related to consulting services provided by FFGP.

In early 2023, FFGP submitted a reimbursement request for approximately $ 6.5 million of legal expenses related to governance matters.

The Board did not approve the request, and accordingly no liability has been recorded.

The matter remains unresolved as of June 30, 2025.

The matter remains

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

unresolved as of September 30, 2025.

The new consulting agreement did not modify, settle, or otherwise address this prior reimbursement claim.

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The Company has recorded a related party payable to Leshi Information Technology Co., Ltd.

within Related party accrued expenses and other current liabilities in the amount of $ 8.0 million as o f June 30, 2025 , in connection with advertising services provided to the Company in prior years.

within Related party accrued expenses and other current liabilities in the amount of $ 8.2 million and $ 7.7 million, respectfully as of September 30, 2025 and December 31, 2024, in connection with advertising services provided to the Company in prior years.

LeTV is a Shanghai Stock Exchange-listed public company founded and controlled by Mr.

Yueting Jia, the Company’s founder and Global Co-CEO.

See Note 16 for change in Company’s governance related to Mr.

Research and Developments Services Payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.

The Company has recorded a related-party payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.

(“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $ 3.1 million and $ 3.0 million, respectfully, as of September 30, 2025 and December 31, 2024, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd.

(“LeAutolink”) under a Technology Transfer Agreement.

Under this agreement, Lerongzhixin provided technical know-how and deliverables covering product and circuit design, software and databases, test/inspection reports and experimental data, prototypes and tooling, and related documentation and patents.

Lerongzhixin and LeAutolink are entities affiliated with Mr.

Yueting Jia and are therefore presented as related parties.

During 2024 and 2025, the Company entered into several related party transactions with Grow Fandor Inc.

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Jerry Wang, who currently serves as President of the Company and is a significant shareholder in Grow Fandor.

See Note 16 for change in Company’s governance related to Mr.

Below is a summary of the Company’s transactions with Grow Fandor and the related accounting treatment:

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In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $ 75,000 .

This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of June 30, 2025.

This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of September 30, 2025.

• Share Donation:

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The premises will be used for storage of apparel for e-commerce, office use, and video recording/streaming.

The Company recorded Related party accrued expenses and other current liabilities of approximately $ 0.3 million and $ 0.0 million of September 30, 2025 and December 31, 2024, respectively.

During the three and nine months ended September 30, 2025, the Company received $ 20 thousand and $ 20 thousand, respectively, primarily from sublease payments.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

X-Butler Transactions

The Company l eased two real properties, located in Rancho Palos Verdes, California (the “Rancho Palos Verdes Properties”), from X-Butler from January 1, 2018, through March 31, 2022.

The Company leased two real properties, located in Rancho Palos Verdes, California (the “Rancho Palos Verdes Properties”), from X-Butler from January 1, 2018, through March 31, 2022.

X-Butler in turn leased the Rancho Palos Verdes Properties from Mr.

Yueting Jia, the Company’s founder and Global Co-CEO.

See Note 16 for change in Company’s governance related to Mr.

The Rancho Palos Verdes Properties were used by the Company to provide long-term or temporary housing to employees of the Company (including a former Global CEO).

According to the agreement between the parties, the Company paid X-Butler for rent and certain services, including catering, room services and organization of meetings, external gatherings and events, for the Rancho Palos Verdes Properties.

For the six months ended June 30, 2025, the Company paid to X-Butler an immaterial amount, respectively, for rent and business development services rendered to the Company and its executives.

The Company has recorded approximately zero and $ 0.3 million in Accounts Payable as of June 30, 2025 and December 31, 2024, respectively.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the nine months ended September 30, 2025, the Company paid $ 0.1 million to X-Butler for rent and business development services rendered to the Company and its executives.

The Company has recorded approximately $ 0.1 million and $ 0.3 million in Related party accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024, respectively.

Other Related Party Transactions

During six months ended June 30, 2025 the Company paid approximately $ 423,579 to various related parties, primarily members of the Board of Directors.

Excluding our related party loan repayments and payments made to FFGP and X-Butler (as explain above), during nine months ended September 30, 2025 the Company paid approxi mately $ 1.0 million to various related parties, primarily members of the Board of Directors and executives in ordinary course of business.

Related-Party Participation in AIXC financing

In September 2025, in connection with the Company’s acquisition of a controlling interest in AIXC, certain related parties of the Company participated alongside the Company in AIXC’s equity financing through an escrow account.

Yueting (YT) Jia funded $ 4.0 million, and Jerry (Jiawei) Wang funded $ 0.2 million on September 26, 2025.

For context, aggregate escrow receipts from all investors totaled $ 40.7 million, including $ 30.0 million funded by the Company.

(See Note 3, Business Acquisition—Consolidation of AIXC .)

Faraday Future Intelligent Electric Inc.

4 unchanged sentences

This Lease Agreement also allows the Tenant access to up to $ 12.0 million of tenant improvement allowance for the Property.

The Lease Agreement is for a term of five years , with a monthly lease rate of $ 355,197 , with a five-year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term.

The Lease Agreement is for a term of five years , with a monthly lease rate of $ 0.4 million, with a five-year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term.

The Company would be required to pay approximately $ 58.7 million to exercise the purchase option and acquire the ownership interest in the property.

Furthermore, the Tenant has a right of first offer to purchase the Property in the event Landlord desires to sell the Property.

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The $ 2.0 million may be reduced by incremental actual costs incurred for the roof replacement and the remaining amount will be contingent on the Company funding up to 66.67 % of the other improvement costs.

As of June 30, 2025 and December 31, 2024, the Company had a leasehold improvement balance of $ 11.3 million and $ 6.9 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance.

As of September 30, 2025 and December 31, 2024, the Company had a leasehold improvement balance of $ 11.7 million and $ 6.9 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance.

The repayment of the tenant improvement allowance are included in the scheduled financing obligation payments.

For the three and six months ended June 30, 2025, the Company recorded interest expense of $ 2.0 million and $ 3.9 million, respectively.

For the three and six months ended June 30, 2024 the Company recorded interest expense of $ 1.7 million and $ 3.5 million, respectively.

The financial liability as of June 30, 2025 and December 31, 2024 was $ 41.3 million and $ 35.2 million, respectively.

For the three and nine months ended September 30, 2025, the Company recorded interest expense of $ 2.1 million and $ 6.0 million, respectively.

For the three and nine months ended September 30, 2024 the Company recorded interest expense of $ 1.7 million and $ 5.1 million, respectively.

The financial liability as of September 30, 2025 and December 31, 2024 was $ 42.7 million and $ 35.2 million, respectively.

Faraday Future Intelligent Electric Inc.

7 unchanged sentences

Summary of Collateralized Loan Activity

As of June 30, 2025 and December 31, 2024, the carrying value of the Collateralized Loan was $ 4.0 million and $ 4.3 million , respectively.

As of September 30, 2025 and December 31, 2024, the carrying value of the Collateralized Loan was $ 3.8 million and $ 4.3 million , respectively.

Of these amounts $ 0.9 million and $ 0.8 million , respectively, were included in Other financing liabilities, current portion and $ 2.9 million and $ 3.5 million , respectively, were included in Other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets .

For the three and six months ended June 30, 2025 , the Company repaid $ 0.2 million and $ 0.4 million of Collateralized Loan principal, respectively.

Interest expense for the three and six months ended June 30, 2025 was $ 0.3 million and $ 0.6 million , respectively.

There was no activity involving the Collateralized Loan during the three and six months ended June 30, 2024 .

The future scheduled principal maturities of financing obligations as of June 30, 2025 are as follows:

For the three and nine months ended September 30, 2025 , the Company repaid $ 0.2 million and $ 0.6 million of Collateralized Loan principal, respectively.

Interest expense for the three and nine months ended September 30, 2025 was $ 0.3 million and $ 0.9 million , respectively.

There was no activity involving the Collateralized Loan during the three and nine months ended September 30, 2024.

The future scheduled principal maturities of financing obligations as of September 30, 2025 are as follows:

(in thousands)

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As part of the Company’s plan to expand its operations within the United Arab Emirates, the Company signed a lease on May 01, 2025 with Ras Al Khaimah Economic Zone Authority (“RAKEZ”) to rent a warehouse with 10,000 square meters total rentable surface for 5 years and an annual lease payment of AED 3,800,000 .

The execution of this new lease during the three months ended June 30, 2025 , resulted in an increase in right-of-use assets by $ 4.8 million.

The Company has a $ 0.5 million deposit for a future lease expected to commence in early 2026 with Master Investment Group (MIG).

MIG is also the holder of the July 2025 Unsecured Notes and the Junior Senior Secured Notes, which had a combined fair value of $ 1.8 million as of September 30, 2025.

Leas e Impairment

During the three months ended June 30, 2024, the Company vacated a leased store facility and a leased research facility while working with the landlords to negotiate the related lease terminations.

As a result, the Company recognized a lease right-of-use (ROU) asset impairment loss of $ 7.6 million related to the loss of use of these two facilities.

There were no lease impairments during the current year.

During the nine months ended September 30, 2024, the Company vacated a leased store facility and a leased research facility while working with the landlords to negotiate the related lease terminations.

As a result, the Company recognized a lease right-of-use (ROU) asset impairment loss of $ 7.7 million related to the loss of use of these two facilities which is in the Asset impairment line of the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss .

In June 2025, the Company entered into a sublease arrangement with Grow Fandor, a related party, whereby Grow Fandor leases 3,000 square feet of office space at the Gardena Corporate Office location for ten months.

The area subleased constitutes roughly 2 % of the overall rentable space at the Gardena location.

The monthly base rent is $ 4,500 which is recorded as intercompany rental income.

Total sublease income recognized for the three and six months ended June 30, 2025 is $ 4,500 .

The monthly base rent is insignificant and is recorded as other income.

Commitments and Contingencies

2 unchanged sentences

Legal Proceedings Against the Company

As of June 30, 2025 and December 31, 2024 , the Company had accrued legal contingencies of $ 10.1 million and $ 9.1 million , respectively, recorded within Accrued expenses and other current liabilities and Accounts payable for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable.

As of September 30, 2025 and December 31, 2024 , the Company had accrued legal contingencies of $ 8.6 million and $ 9.1 million, respectively, recorded within Accrued expenses and other current liabilities and Accounts payable for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable.

Class and Derivative Actions

5 unchanged sentences

On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025;

See Note 16 for change in Company’s governance related to Mr.

Jia’s role ), as well as the Co-CEOs of Property Solutions Acquisition Corp.

On May 6, 2022, the appointed lead plaintiffs in the Zhou putative class action filed an amended complaint alleging violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act, Sections 11 and 15 of the Securities Act, and related “control” person claims for secondary liability under those statutes, seeking unspecified damages.

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On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025;

See Note 16 for change in Company’s governance related to Mr.

Jia’s role ), alleging breaches of fiduciary duties (the “Yun Class Action”).

alleging breaches of fiduciary duties (the “Yun Class Action”).

On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Global Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting those alleged breaches, in connection with disclosures and stockholder voting leading up to the PSAC/Legacy FF merger (the “Cleveland Class Action”).

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On May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based upon the court-approved settlement agreement in Zhou putative class action on the grounds that among other things, the releases of that settlement agreement barred the claims in the Consolidated Delaware Class Action.

On February 10, 2025, the Delaware Court of

On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action both in its entirety and with prejudice.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action both in its entirety and with prejudice.

Additionally, on September 19, 2022, FF Global, filed a lawsuit in the Chancery Court of the State of Delaware against the Company, seeking the removal of Ms.

109 unchanged sentences

and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $ 1.0 million .

On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the

On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought.

Based on the evidence produced thus far in the Khan matter, the Company believes it is more likely

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

alleged damages sought.

Given the early stages of these legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

than not to prevail in the Khan matter.

Given the early stages of the other legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On August 9, 2024, Jeffrey D.

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The claim alleges that Vantage and Costamp Group fully complied with their obligations in manufacturing automotive component parts pursuant to Faraday's specifications and that Vantage sent Faraday invoices and Faraday accepted and paid for its initial orders, but has since refused to accept delivery of the specially manufactured automotive components.

Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

The parties have agreed to a settlement in theory and are actively working on drafting the settlement agreements.

Dispute with Noteholders

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Yueting Jia, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors.

• The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000 ) were unpaid indications of interest.

• The Company’s statements leading up to the Business Combination (between the Company and Property Solutions Acquisition Corp.

completed on July 21, 2021) that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000 ) were unpaid indications of interest.

• Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting required an upgrade in personnel and systems.

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Other than disclosed herein, as of the date hereof the Company is not a party to any legal proceedings the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company’s business, financial condition, or results of operations.

Stockholders’ Equity

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stockholders’ Equity

The number of authorized, issued and outstanding stock, were as follows:

June 30, 2025

September 30, 2025

Shares Issued Shares

6 unchanged sentences

Shares Issued Shares

Preferred Stock 10,000,000 1 (a)

Preferred Stock 10,000,000 —

Class A Common Stock 99,815,625 65,919,127

1 unchanged sentence

114,245,313 65,925,794

(a) Series A Preferred Stock

Amendments to the Company’s Certificate of Incorporation

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Pursuant to the Fourth Certificate of Amendment, effective after market close on August 16, 2024 (the “Effective Time”), every 40 shares of the issued and outstanding Common Stock were automatically converted into one share of Common Stock, without any change in par value per share, and the number of authorized shares of Common Stock were reduced to 104,245,313 .

The Class A Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis for the August 2024 Reverse Stock Split at the opening of trading on August 19, 2024, under the symbol “FFIE” with a new CUSIP number (307359 885).

The Class B Common Stock also received a new CUSIP number (307359 877).

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Class B Common Stock also received a new CUSIP number (307359 877).

The Company’s Public Warrants continued to trade on The Nasdaq Capital Market under the symbol “FFIEW,” with the CUSIP number unchanged.

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The increase in Preferred Stock authorization supports the Company’s outstanding and future preferred equity issuances.

Increase in Authorized Shares (September 2025)

On September 23, 2025, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation with the office of the Secretary of State of the State of Delaware to effect (i) an increase in the number of authorized shares of common stock from 167,245,313 to 232,470,985 shares, and (ii) an increase in the number of authorized shares of preferred stock, from 12,900,000 to 17,931,000 shares.

Preferred Stock

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The closing of the sale and purchase of the shares of the Series A Preferred was completed on January 28, 2025 for a purchase price of $ 100.00 .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Series A Preferred was redeemed on March 7, 2025, for a redemption price of $ 100.00 , following the annual meeting of stockholders.

3 unchanged sentences

The closing of the sale and purchase of the shares of the Preferred was completed on April 17, 2025 for a purchase price of $ 100.00 .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Series A Preferred Stock was redeemed on May 28, 2025, for a redemption price of $ 100.00 , following the annual meeting of stockholders.

On May 29, 2025, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware to cancel the designation of the Series A Preferred.

The share of Series A Preferred Stock, each time it was designated and issued, had no voting rights except with respect to certain share authorization proposals in which the outstanding share of Series A Preferred Stock had 3,000,000,000 votes with respect to the Share Authorization Proposals.

The share of Series A Preferred Stock, each time it was designated and issued, had no voting rights except with respect to certain share authorization proposals.

In the Share Authorization Proposals in the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock dated August 6, 2025 the outstanding share of Series A Preferred Stock had 5,000,000,000 votes with respect to the Share Authorization Proposal.

On August 6, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global Co-CEO, the Company filed a COD of Series A Preferred Stock with the Secretary of State of the State of Delaware.

The Series A COD designates one share of the Company’s preferred stock as Series A Preferred Stock, and establishes and designates the preferences, rights and limitations thereof.

The closing of the sale and purchase of the share of Series A Preferred Stock was completed on August 6, 2025 for a purchase price of $ 100.00 .

On September 23, 2025, the Company filed a Certificate of Elimination with the Delaware SOS with respect to the Company’s Series A Preferred Stock, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Special Meeting.

The Certificate of Elimination cancelled the previous designation of one share of FFAI Series A Preferred Stock from the Charter.

Series B Preferred Stock

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Upon the conversion of a holder’s convertible notes into Class A Common Stock, an equal number of Series B Preferred shares are automatically redeemed and retired without any additional consideration.

On July 14, 2025, prior to the initial closing under the 2025 July Unsecured SPA, the Company filed an amendment to the COD of Preferences, Rights and Limitations of Series B Preferred Stock to designate additional 3,000,000 shares of the Company’s authorized and unissued preferred stock as Series B Preferred Stock.

The qualifications, restrictions, and limitations relating to the Series B Preferred Stock remain unchanged.

The holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders until the occurrence of a Qualifying Equity Market Capitalization, following which holders of Class B Common Stock shall be entitled to ten votes per share and shall continue to be entitled to ten votes per share regardless of whether the Qualifying Equity Market Capitalization shall continue to exist or not thereafter.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Shares of Class B Common Stock have the right to convert into shares of Class A Common Stock at any time at the rate of one share of Class A Common Stock for each share of Class B Common Stock.

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In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of the shares of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of June 30, 2025 were as follows:

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of September 30, 2025 were as follows:

Number of Warrants Exercise Price Expiration Date

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15,628 (a) $ 1.16 or (b) $ 1.68

Various through June 9, 2032

Various through August 22, 2032

Junior SPA Warrants 2,540,554 $ 1.16 Various through September 30, 2029

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2025 March Unsecured SPA Warrants

24,672,312 $ 1.46 Various through July 11, 2030

31,586,687 (a) $ 1.39 or (b) $ 1.46

Various through August 19, 2030

2025 July Unsecured SPA Warrants 7,479,375 $ 2.02 August 22, 2030

Public Warrants 2,453 $ 110,400.00 July 21, 2026

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Private Warrants 12 $ 110,400.00 July 21, 2026

There were no warrants exercised during the six months ended June 30, 2025 and 2024.

The above Ares warrants and SPA Portfolio Note warrants contain full ratchet anti-dilution price protection that requires the exercise price to be adjusted if the Company sells shares of Common Stock below the current exercise price.

There were not any dilutive events during the six months ended June 30, 2025 and 2024.

There were not any dilutive events during the nine months ended September 30, 2025 and 2024 effecting these warrants.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

During the three months ended September 30, 2025, holders of Junior Secured SPA Warrants to purchase 190,840 shares of common stock exercised such warrants, resulting in issuance of 190,840 shares and proceeds of $ 0.2 million (exercise price of $ 1.16 ).

Another 3,200,244 warrants were exercised on a cashless basis, resulting in issuance of 1,958,055 shares determined using the VWAP of $ 2.99 .

At the dates of exercise, the aggregate fair value of the exercised Junior Secured SPA warrants was $ 3.9 million, which was reclassified from the warrant liability to additional paid-in capital.

During the three months ended September 30, 2025, holders of 2024 Unsecured SPA Warrants to purchase 1,000,000 shares of common stock exercised such warrants, resulting in issuance of 1,000,000 shares and proceeds of $ 1.2 million (exercise price of $ 1.22 ).

Another 7,760,260 warrants were exercised on a cashless basis, resulting in issuance of 4,367,131 shares, determined using a weighted average VWAP of $ 2.83 .

At the dates of exercise, the aggregate fair value of the exercised 2024 Unsecured SPA warrants was $ 8.7 million, which amount was reclassified from the warrant liability to additional paid-in capital.

There were no warrants exercised during the nine months ended September 30, 2024.

Warrants - AIXC

As a result of the business acquisition of AIXC, as described in Note 3 Business Acquisition—Consolidation of AICX , the Company consolidates AIXC warrants outstanding as of September 30, 2025.

The number of outstanding warrants to purchase the AIXCs Class A Common Stock as of September 30, 2025 were as follows:

Number of Warrants Exercise Price Expiration Date

Preferred Warrants - AIXC 160 $ 1,270.25 Various through 2027

Other Warrants - AIXC 72,004 (a) $ 5.82 or (b) $ 6.50

Various in 2028-2029

2024 Pre-funded Warrants - AIXC 51,199 $ 0.05 Indefinite

2024 Placement Agent Warrants - AIXC 16,019 $ 7.80 September 2029

2025 Placement Agent Warrants - AIXC 1,087,266 $ 2.47 September 2030

The AIXC warrants consist of (i) Preferred Warrants – AIXC, Other Warrants – AIXC and 2025 Placement Agent Warrants – AIXC, which are classified as equity in AIXC’s standalone Financial Statements, and (ii) 2024 Pre-funded Warrants – AIXC and 2024 Placement Agent Warrants – AIXC, which are classified as liabilities.

Other Warrants - AIXC, 2024 Placement Agent Warrant - AIXC and 2025 Placement Agent Warrant - AIXC contain full ratchet anti-dilution price protection that requires the exercise price to be adjusted if AIXC sells shares of Common Stock below the current exercise price.

The liability-classified AIXC warrants are measured at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

These warrants were initially recognized at their respective fair values on the date the Company obtained control of AIXC and any gains or losses related to changes in fair value prior to that date were recorded in AIXC’s standalone statements of operations.

The liability-classified AIXC warrants are included in the warrant liability fair value rollforward presented in Note 15 Fair Value of Financial Instruments .

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Insufficient Authorized Shares

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The Company has elected to apply the same sequencing policy for share-based compensation arrangements if the Company granted share-based payment arrangements where the Company may have insufficient shares to settle the contract.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock-Based Compensation

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At the annual meeting of stockholders held on July 31, 2024, the Company’s stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 2,206,324 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan.

As of June 30, 2025 and 2024 the Company had 535,027 and 2,469,957 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.

As of September 30, 2025 and 2024 the Company had 10,035,027 and 2,469,957 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.

At the stockholder’s meeting held September 19, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of FFAI Class A Common Stock available for issuance under the 2021 Plan by an additional 9.5 million shares.

The intent of this increase is to bring authorized shares under the 2021 Plan close to industry level.

Option Awards

As of June 30, 2025, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period of 1.24 years.

There were no options granted under the 2021 Plan during the three and six months ended June 30, 2025.

As of September 30, 2025, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period that is less than 1.00 year.

There were no options granted under the 2021 Plan during the three and nine months ended September 30, 2025.

Restricted Stock Units

As of June 30, 2025, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was $ 0.3 million which is expected to be recognized over a weighted average period of 2.29 years.

As of September 30, 2025, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was less than $ 0.1 million which is expected to be recognized over a weighted average period of 1.18 years.

On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 4,416 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.

On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.

As of June 30, 2025, the total unrecognized stock-based compensation expense for stock options granted under the EI Plan was less than $ 0.1 million which is expected to be recognized over a weighted average period that is less than 1.00 year.

On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.

As of September 30, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the EI Plan.

On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 1,472 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

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Per the terms of the STI Plan the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan.

As of June 30, 2025, the total unrecognized stock-based compensation expense for stock options granted under the STI Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period that is less than 1.00 year.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

As of September 30, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the STI Plan.

In April 2020, AIXC adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the granting of incentive or non-statutory common stock options and other types of awards to qualified employees, officers, directors, consultants and other service providers.

At September 30, 2025 and December 31, 2024, there were 1,570 and 1,870 outstanding stock options, respectively, under the 2020 Plan and on such dates there were 13,544 and 13,244 shares reserved under the 2020 Plan, respectively, for future grants.

n arrangements.

Equity Awards Outside of Company’s Equity Incentive Plans

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Yueting Jia, under which he was appointed to serve as Global Co-CEO.

See Note 16 for change in Company’s governance related to Mr.

In connection with his service, Mr.

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There is no expiration date associated with achievement of the award.

The award qualifies for equity accounting pursuant to the provisions of ASC 718, however, since the Company has insufficient authorized but unissued shares the award is presented as a liability within Accrued Expenses and Other Current Liabilities in the Condensed Consolidated Balance Sheet for the period ended June 30, 2025.

The fair value of Mr.

Jia’s award at inception was $ 10.3 million with an estimated total derived service period of 7.61 years.

The derived service periods for the various award tranches range from 3.8 to 7.6 years, with expected milestone achievement dates between 2029 and 2032.

As of June 30, 2025 the fair value of Mr.

Jia’s award at grant date was $ 10.3 million with an estimated total derived service period of 7.61 years, with expected milestone achievement dates between 2028 and 2032.

As of September 30, 2025 the fair value of Mr.

Jia’s award is $ 24.0 million with a remaining total derived service period of 6.96 years.

The Company will recognize expense for Mr.

The Company recognizes expense for Mr.

Jia’s award using the accelerated attribution method.

Jia’s award was valued using a Monte Carlo simulation model based on a Geometric Brownian Motion framework.

Jia’s award is liability classified due to the Company’s insufficient authorized but unissued share reserves, the Company has made the election not to revise the estimated derived service period in connection with the periodic re-measurement of the award.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

measurement of the award.

Details on key assumptions and inputs used in valuing Mr.

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Jia’s market-based awards, which are in addition to his annual equity plan, at the inception of the arrangement.

The compensation expense recognized in the three and six months ended June 30, 2025 was $ 0.7 million.

The compensation expense recognized in the three and nine months ended September 30, 2025 was $ 1.2 million and $ 1.9 million, respectively.

Stock-based compensation expense

The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, STI Plan and Common Units of FF Global included in each respective expense category in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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Fair Value of Financial Instruments

Cash Equivalents

The fair value of the Company’s money market funds is based on the closing price of these assets as of the reporting date, which are included in cash equivalents.

The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets.

As of September 30, 2025 and December 31, 2024 the Company had cash equivalent balances of $ 38.2 million and $ 0.0 million , respectively.

Digital Assets

The Company measures digital assets at fair value in accordance with ASC 820.

Fair value is determined as of 11:59 p.m.

on the reporting date using observable market data sourced through the Company’s custodian and trading counterparty, BitGo.

BitGo obtains pricing from third-party providers that aggregate executed trade data across multiple U.S.-accessible exchanges and institutional liquidity providers (e.g., Coinbase, Kraken, and other venues).

Because the Company’s fair value measurements are derived from aggregated market inputs rather than an unadjusted quoted price on a single principal exchange that the Company accesses at the measurement time, digital assets are classified within Level 2 of the fair value hierarchy.

As of September 30, 2025 and December 31, 2024 the Company had digital asset balances of $ 1.6 million and $ 0.0 million , respectively.

Notes Payable & Related Party Notes Payable

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For notes payable and related party notes payable where the Company did not elect the fair value option pursuant to ASC 825, Financial Instruments, the carrying value approximates the fair value of the obligation.

2025 Convertible Note - AIXC

The fair value of the 2025 Convertible Note - AIXC was estimated using a Monte Carlo simulation model.

Key inputs to the model include the AIXC’s stock price, expected equity volatility, the expected equity financing date, the contractual maturity date, risk-free interest rates, and an assessment of the Company’s credit risk.

These inputs represent significant unobservable inputs and, accordingly, the instrument is classified within Level 3 of the fair value hierarchy.

SPA Portfolio Note Warrants

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The fair value adjustments related to the liability classified warrants were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Liability Classified Warrants - AIXC

The value of AIXC’s warrant liabilities as of September 30, 2025 was determined using the Black-Scholes Model.

Significant assumptions used in the valuation include the expected volatility of AIXC’s common stock, the contractual term of the warrants, the risk-free interest rate, and an expected dividend yield of zero.

Expected volatility is based on a blend of comparable public company data and, as available, AIXC’s own historical volatility.

The risk-free rate is derived from U.S.

Treasury yields with maturities commensurate with the remaining contractual term of the warrants.

Fair value measurements associated with the liability-classified AIXC warrants represent Level 3 valuations under the fair value hierarchy.

The fair value of the liability-classified AIXC warrants was approximately $ 0.4 million as of September 30, 2025.

Derivative Call Options

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The award is contingent upon the achievement of specified stock price and market capitalization milestones and was granted outside of the Company’s existing equity incentive plans.

See Note 16 for change in Company’s governance related to Mr.

The fair value of the award was estimated as of April 23, 2025 using a Monte Carlo simulation model based on a Geometric Brownian Motion framework.

Significant assumptions used in the valuation included a stock price of $ 0.90 , a market capitalization of $ 76.4 million, a risk-free rate of 4.45 %, a selected equity volatility of 80.0 %, and an estimated

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

contractual term of ten years .

The derived service periods for the award tranches range from 3.8 to 7.6 years, with expected milestone achievement dates between 2029 and 2032.

The fair value of the award is remeasured quarterly using a Monte Carlo simulation model based on a Geometric Brownian Motion framework.

Significant assumptions used in the valuation included a stock price of $ 0.90 , a market capitalization of $ 76.4 million, a risk-free rate of 4.17 %, a selected equity volatility of 80.0 %, and an estimated contractual term of ten years .

The remaining total derived service period for the award is 6.96 years, with expected milestone achievement dates between 2028 and 2032.

The Company concluded that the award qualifies for equity classification under ASC 718.

However, because the Company does not currently have a sufficient number of authorized but unissued shares the award is classified as liability within Accrued Expenses and Other Current Liabilities in the Condensed Consolidated Balance Sheet for the period ended June 30, 2025 .

Shares based compensation expense is recorded in General and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Recurring Fair Value Measurements

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The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:

June 30, 2025

September 30, 2025

(in thousands) Level 1 Level 2 Level 3

Money-market funds $ 38,214 $ — $ —

Digital assets $ — $ 1,592 $ —

Warrant liabilities 1

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1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.

There were not any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three and six months ended June 30, 2025 and the year ended December 31, 2024.

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes, approximate fair value because of their short-term nature or contractually defined value.

There were not any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three and nine months ended September 30, 2025 and the year ended December 31, 2024.

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes and the 2025 Convertible Note - AIXC, approximate fair value because of their short-term nature or contractually defined value.

Faraday Future Intelligent Electric Inc.

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Additions 48,110 2

Additions - Business Combination 362 — 340 —

Change in fair value measurements ( 21,537 ) ( 36,221 ) ( 31,610 ) 666

Conversions of notes to Class A Common Stock — — ( 57,339 ) —

Warrant exercise ( 12,649 ) — — —

Exercise of derivative call options — ( 13,651 ) — —

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 43,150 $ 18,900 $ 73,065 $ 1,882

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These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

4 As discussed in Note 13, Stock-Based Compensation, the issuance date fair value of the Market-based award is $ 10.3 million and as of June 30, 2025 the fair value of the Market-based award was $ 19.5 million.

4 As discussed in Note 14, Stock-Based Compensation, the issuance date fair value of the Market-based award is $ 10.3 million and as of September 30, 2025 the fair value of the Market-based award was $ 24.0 million.

Amounts displayed here represent vesting for the award based on the issuance date fair value and the subsequent remeasurement of amounts vested.

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The following data shows the amounts used in computing net loss per share and the effect on net loss and the weighted-average number of shares as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

Net loss $ ( 222,187 ) $ ( 77,686 ) $ ( 357,141 ) $ ( 234,588 )

Deemed Dividend — ( 4,153 ) — ( 4,153 )

Net loss available to common stockholders $ ( 222,187 ) $ ( 81,839 ) $ ( 357,141 ) $ ( 238,741 )

Weighted average shares used in computing net loss per share of Class A and B Common Stock:

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The table below presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock attributable to Common Stock stockholders due to their antidilutive effect:

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Subsequent SPA Portfolio Notes Activity

Subsequent to June 30, 2025, the Company received gross proceeds in connection with SPA Portfolio Notes, including July 2025 Unsecured SPA Notes (defined below), to third parties and related parties totaling $ 45.6 million and $ 0.1 million, respectively, with due dates ranging from July 9, 2030 through August 11, 2030 at 10.00 % interest.

Subsequent to September 30, 2025, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $ 9.1 million, with maturity period of five years and 10.00 % interest.

Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice.

Additionally, $ 8.7 million of principal and $ 0.2 million of interest of the Company’s SPA Portfolio Notes were converted into 7,842,407 shares of the Company’s Class A Common Stock.

Warrants exercise

Subsequent to June 30, 2025, holders of the Company’s outstanding SPA Portfolio warrants exercised an aggregate of 12,151,344 warrants.

These exercises included both cash exercises, for which the Company received gross proceeds of $ 1.4 million, and cashless exercises, which resulted in the issuance of 6,325,186 shares of Class A Common Stock.

Related party debt repayments

Subsequent to June 30, 2025, the Company repaid in full, in cash, the FFGP Note and the FFGP Convertible Note, with an aggregate principal amount of $ 1.3 million, and settled in cash approximately $ 0.3 million of Notes Payable - China (Chongqing).

July 2025 Financing

On July 14, 2025, the Company entered into a Securities Purchase Agreement (the “July 2025 Unsecured SPA”) with certain institutional investors (collectively, the “Investors”).

Pursuant to the July 2025 Unsecured SPA, the Company has agreed to sell, and the Investors have agreed to purchase, in two closings, for an aggregate purchase price of $ 82 million, (i) certain senior unsecured convertible notes in the aggregate original principal amount of $ 82 million (the “July 2025 Unsecured SPA Notes”), (ii) common stock purchase warrants (the “July 2025 Unsecured Common Warrants”) to purchase up to a number of shares of the Company’s Class Common Stock, equal to one third of the shares of Class A Common Stock issuable upon conversion of the July 2025 Unsecured SPA Notes, which is the product of (A) the principal amount of July 2025 Unsecured Notes issued at a closing divided by (B) $ 1.75 , the initial conversion price of the July Unsecured Notes, and (iii) at the Initial Closing (as defined below), a number of shares of Series B Preferred Stock, and shares of Series B Preferred Stock may be issued at the Subsequent Closing (as defined below), at the Company’s sole discretion, and subject to the increase in the number of designated shares of Series B Preferred Stock (“Additional Designation”).

The initial closing (the “Initial Closing”) is expected to occur on the tenth ( 10 th ) business day after the Signing Date (the “Initial Closing Date”) and the subsequent closing (the “Subsequent Closing” and, together with the Initial Closing, each a “Closing” and, collectively, the “Closings”) is expected to occur fifteen business days (the “Subsequent Closing Date” and, together with the Initial Closing Date, each a “Closing Date”) upon satisfaction of several milestone events, in each case, subject to extension pursuant to the terms set forth in the July 2025 Unsecured SPA.

All closings are subject to the satisfaction of certain closing conditions, Pursuant to the July 2025 Unsecured SPA, the Company also agreed to issue and sell up to an additional $ 20.0 million in July 2025 Unsecured Notes if at any time prior to the Initial Closing, one or more additional Investors join the July 2025 SPA and agree to purchase such July 2025 Unsecured SPA Notes, associated July 2025 Unsecured Common Warrants, and shares of Series B Preferred Stock by executing and delivering to the Company a joinder to the July 2025 Unsecured SPA.

In connection with the transactions contemplated by the July 2025 Unsecured SPA (the “Transactions”), the Company agreed to pay an aggregate of $ 200,000 to Univest Securities, LLC, the placement agent for the offering, one-half of which will be paid upon the Initial Closing and one-half of which will be paid upon the Subsequent Closing.

The July 2025 Unsecured SPA Notes mature five years from issuance and bear interest at 10 % per annum, increasing to 18 % upon default.

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

The Company may redeem the notes at a 10 % premium over the greater of the share-conversion value or the outstanding principal, with the premium increasing to 25 % in bankruptcy-related defaults unless waived by the holder.

Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The notes are convertible at $ 1.75 per share, subject to customary anti-dilution adjustments and full ratchet protection, with the conversion amount including principal, accrued interest, and an 8 % premium.

An alternate conversion feature permits conversion at the lower of the then-effective price or the greater of $ 1.42 (floor) and the lowest VWAP during the five trading days preceding the conversion notice, with any shortfall below the floor settled in cash or added to principal.

Subsequent to June 30, 2025, the Company received gross proceeds in connection with pre-funding of July 2025 Unsecured Notes to third parties totaling $ 25.0 million.

Temporary Governance Adjustments

On August 6, 2025, the Board of Directors determined that, during the pendency of the investigation by the SEC relating to the Company and certain current and former executives, Mr.

Jia will be excluded from oversight of finance, legal, accounting, and public reporting functions (the “Governance Adjustments”).

The Governance Adjustments also relieve Mr.

Jia from providing certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

These functions were delegated to and consolidated with Mr.

Matthias Aydt, who already shared oversight responsibilities in these areas.

The Governance Adjustments became effective on August 13, 2025.

Issuance of Series A Preferred Stock

On August 8, 2025, the Company designated and issued one share of Series A Preferred Stock to Matthias Aydt for $ 100.00 .

Bitron Settlement

On August 15, 2025, the Company entered into a Settlement and Release Agreement (the “Bitron Settlement and Release Agreement”) with Bitron S.P.A.

(“Bitron”) to resolve a $ 0.3 million judgment stemming from an arbitration award related to several unpaid purchase orders and invoices for goods and services provided by Bitron to the Company.

Pursuant to the Bitron Settlement and Release Agreement, the Company agreed to satisfy $ 0.3 million of the settlement through a cash payment of $ 0.1 million on or before August 20, 2025 and the remaining $ 0.2 million through the issuance of Class A common stock.

The number of shares based on the price per share equal to the Nasdaq closing price of the Company Stock on the trading day immediately preceding the issuance date.

On October 21, 2025, the Company issued 153,020 shares of its Class A common stock to Bitron.

These shares are not registered as of the date of filing these Financial Statements.

Sale and Purchase of Digital Assets

Subsequent to September 30, 2025, the Company completed the sale of its staked digital assets for $ 1.3 million.

In September 2025, the Company received a $ 1.4 million advance payment from its staked digital assets.

The completion of the sale did not have a material impact on the Company’s liquidity or results of operations.

Additionally, subsequent to September 30, 2025, AIXC, a consolidated subsidiary of the Company, transferred approximately $ 20.0 million to Bitgo to establish a cryptocurrency fund.

AIXC Shareholder Vote

On November 12, 2024, AIXC held a special meeting of stockholders, at which a majority of outstanding voting shares approved the Subscription Agreement dated September 19, 2025, along with related share issuances, including the issuance and future conversion of Series B Convertible Preferred Stock.

These approvals enable the Company to obtain its expected majority ownership position in AIXC and to exercise its associated rights, including the ability to designate a majority of the reconstituted board following closing.

Qualigen Therapeutics, Inc.

Name Change to AIxCrypto Holdings, Inc.

Effective on November 14, 2025, Qualigen Therapeutics, Inc.

filed a Certificate of Amendment to its Certificate of Incorporation under Section 242 of the Delaware General Corporation Law to change its corporate name to AIxCrypto Holdings, Inc.

The amendment was approved by the AIXC’s board of directors and stockholders and was executed by Co-Chief Executive Officer Kevin A.

Richardson II.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements