FARADAY FUTURE INTELLIGENT ELECTRIC INC. 10-Q

Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities Unregistered Equity Issuance – SPA Portfolio Conversions During the nine months ended September 30, 2025, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of September 30, 2025 the Company had received $6.3 million and $1.5 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, and subsequent closing of the 2025 July Unsecured SPA Notes, respectively, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end. As of the date of this report, SPA Portfolio Notes and related warrants and Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising. The shares of Class A common stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement. Unregistered Equity Issuance – Cooper Standard In June 2025, the Company issued 423,333 shares of Class A Common Stock to Cooper Standard in settlement of 0.6 million of outstanding payables. The issuance was made pursuant to a private settlement agreement and was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. Pursuant to the terms of the settlement agreement, if the Company failed to deliver shares that were registered, listed on Nasdaq, and freely tradeable, the share component of the settlement would instead become payable in cash. Because the shares issued to Cooper Standard did not meet these conditions, the Company is required to settle the obligation in cash and intends to cancel the previously issued shares. The 423,333 shares remain issued and outstanding as of the reporting date. Unregistered Equity Issuance – Bitron Settlement On August 15, 2025, Faraday Future entered into certain Settlement Agreement with Bitron, S.P.A. (“Bitron”) to resolve an outstanding arbitration award owed to Bitron, in connection with several purchase orders and invoices. Faraday Future agreed to pay a total of $0.3 million, of which $0.1 million shall be paid by cash, and the remainder shall be paid in the form of shares of the Company’s Class A Common Stock. In connection herewith, on the same day, the Company entered into a Share Issuance Agreement with Bitron, pursuant to which the Company agreed to repay $0.2 million in shares of Class A Common Stock to Bitron (such shares, the “Bitron Settlement Shares”). In October 2025, a total of 153,020 Bitron Settlement Shares were issued to Bitron. Both issuances remain unregistered as of the date of this report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 124 Table of Contents