What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-21 · 713 added, 692 removed, 262 unchanged (84% of the section changed)

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All references in this Report to “FFAI,” the “Company,” “FF,”“we,” “us,” or “our” mean Faraday Future Intelligent Electric Inc., together with its consolidated subsidiaries.

Unless the context suggests otherwise, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its subsidiaries.

The following discussion and analysis is intended to help the reader understand our results of operations and financial condition.

Unless the context otherwise requires, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its consolidated subsidiaries.

The following discussion and analysis is intended to help readers understand our results of operations and financial condition.

This discussion and analysis is provided as a supplement to, and should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Report” or this “Form 10-Q”).

Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

Our actual results may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 31, 2025 and “Cautionary Note Regarding Forward-Looking Statements” below.

The objective of this section is to provide investors an understanding of the financial drivers and levers in our business and describe the financial performance of the business.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information regarding to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

Our actual results may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026 and “Cautionary Note Regarding Forward-Looking Statements” below.

The objective of this section is to provide investors with an understanding of the financial drivers and levers of our business and to describe the financial performance of the business.

C autionary Note Regarding Forward-Looking Statements

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These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in the Form 10-K filed on March 31, 2025.

These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in the Form 10-K for the year ended December 31, 2025 filed on March 31, 2026.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

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Our Class A Common Stock and Public Warrants trade on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “FFAI” and “FFAIW,” respectively.

With headquarters in the greater Gardena, California area, we design and engineer next-generation intelligent, connected electric vehicles.

We manufacture vehicles at the FF ieFactory California production facility in Hanford, California.

We also have additional engineering, sales, and operational capabilities in China and are exploring potential manufacturing opportunities

there through a joint venture or other arrangements.

With headquarters in the greater Los Angeles, California area, we design and engineer next-generation intelligent, connected electric vehicles and are developing embodied AI robotics products and related commercialization initiatives.

We manufacture vehicles at the FF aiFactory California production facility in Hanford, California.

We also have additional engineering, sales, and operational capabilities in China.

Additionally, we have established operations in the United Arab Emirates, including an entity to manage assembly and sales support for FF 91 series vehicles and a facility in Ras Al Khaimah intended to support future FX Super One production, further expanding our presence in the Middle East as part of our “third pole” strategy.

Since our founding, we have created major innovations in technology and products and followed a user-centered business model.

We believe these innovations will enable us to set new standards in luxury and performance that will redefine the future of intelligent mobility.

Our near-term product roadmap builds on the FF 91 platform through the planned FF 92 upgrade program and the FX Super One and reflects an increased focus on reallocating resources, manufacturing capacity, and engineering efforts toward these programs.

The shift in strategy from relying primarily on the FF 91 platform, the elimination of federal tax credits for electric vehicles effective September 30, 2025, and the escalating U.S.

- China trade tensions and potential restrictions on critical materials resulted in the Company recording an asset impairment of $130.0 million during the three months ended September 30, 2025.

We expect our wider product portfolio to better align our product strategy with anticipated demand, improve capital efficiency, and support the next phase of our commercialization efforts.

In September 2025, we consolidated AIXC, a newly acquired entity with operations in the life sciences sector.

AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” While AIXC is currently immaterial to our operating results, we intend to use it as a platform for future strategic initiatives, including potential blockchain and crypto-related ventures.

Company’s Strategies

Since our founding, we have developed technologies and products focused on intelligent electric vehicles and connected mobility systems.

We believe these capabilities support our strategy to develop intelligent electric vehicles and related mobility technologies.

Our long-term strategy is centered on building an integrated Embodied Artificial Intelligence (“EAI”) ecosystem that includes intelligent electric vehicles and robotics.

Our product roadmap builds on the FF 91 platform through the planned FF 92 upgrade program and the FX Super One and reflects an increased focus on reallocating resources, manufacturing capacity, and engineering efforts toward these programs and our robotics commercialization initiatives.

We expect our broader product portfolio to better align product strategy with anticipated demand, improve capital efficiency, and support the next phase of our commercialization efforts.

We have begun implementing an embodied AI robotics strategy intended to complement our intelligent mobility ecosystem.

This initiative is focused on the development and commercialization of robotics products that may leverage our AI, sensor, software, and platform capabilities developed for intelligent electric vehicles.

During the three months ended March 31, 2026, our robotics business entered the early commercialization stage, including initial product deliveries and non-binding pre-order activity supported by non-refundable deposits.

Management views embodied AI robotics as an extension of our EAI ecosystem, connecting intelligent vehicles, robotics devices, an EAI brain, an open-source and open-platform framework, and data-driven AI capabilities to support long-term technology commercialization efforts.

AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” Through AIXC, we are evaluating emerging technology initiatives, including AI, blockchain-based platform development, and related crypto service initiatives that may complement our broader ecosystem strategy.

• Dual-Home Market Strategy:

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• Third Pole Strategy:

We have begun implementing a "third pole" strategy with an operational facility in the UAE, complementing our U.S.

We have begun implementing a "third pole" strategy with an operational facility in the U.A.E., complementing our U.S.

and China market approach.

• Dual-flywheel Strategy:

Product and Ecosystem Flywheel – Focused on driving growth through continuous innovation in intelligent electric vehicle design, user experience, and AI-driven connectivity.

This flywheel leverages technology development, brand influence, and user engagement to expand the Company’s premium mobility ecosystem and strengthen recurring revenue opportunities.

Financial and Capital Efficiency Flywheel – Concentrated on improving liquidity and balance sheet health through disciplined financing, cost control, and operational scalability.

This flywheel supports long-term financial sustainability and reinforces the product-driven growth cycle.

• Dual-bridge Eco Strategy :

Technology and AI Ecosystem Bridge – Integrates the Company’s intelligent mobility technologies, vehicle platforms, and data-driven services to create synergies between product performance and digital ecosystem expansion.

Technology and AI Ecosystem Bridge – Connects the Company’s industrial partnerships, supplier network, and regional collaborations with capital market initiatives to support global growth, funding diversification, and shareholder value creation.

Product and Ecosystem Bridge – Focused on connecting our intelligent mobility operations with our broader EAI ecosystem, including intelligent electric vehicles, robotics, AI-enabled technology, and related platform initiatives.

This strategy builds on the original FF Bridge Strategy launched in May 2024, which leverages our “Light 4, Swift 4, Focused 5, Empowering 5” model to combine global supply chain strengths with innovation in the United States.

Management believes this approach supports FX, our mass-market brand, and may expand potential opportunities in the U.S.

AIXC Platform Strategy – Focused on evaluating emerging technology initiatives through AIXC, including AI, blockchain-based platform development, and related crypto service initiatives that may complement our broader EAI ecosystem.

These initiatives remain in the early stages and are intended to support potential future platform capabilities associated with intelligent mobility, robotics, user engagement, and ecosystem development.

EAI EV and EAI Robotics Strategy – We are advancing a dual-engine strategy centered on intelligent electric vehicles and embodied AI robotics.

This strategy is intended to leverage our AI, sensor, software, and

platform capabilities across both vehicle and robotics applications, while supporting commercialization opportunities through product sales, non-binding pre-order activity, co-creation arrangements, and scenario-based deployments.

• Stockholder Initiative:

We have implemented an initiative that reinforcing management’s commitment to transparency, accountability, and long-term value creation that includes share purchases by the Company’s leadership.

• EAI + Crypto Strategy:

We have a strategy implemented that integrates its Eco Artificial Intelligence (“EAI”) mobility ecosystem with blockchain-based digital asset initiatives to create a unified platform for intelligent mobility and Web3 innovation.

The strategy is designed to leverage AI-driven vehicle data, user engagement, and decentralized finance tools to build new value channels for users and investors, while enhancing transparency, connectivity, and long-term ecosystem monetization.

We have implemented an initiative intended to reinforce management’s commitment to transparency, accountability, and long-term value creation, including share purchases by our leadership.

Technology & Innovation

• Our Proprietary VPA:

We have designed and developed a breakthrough mobility platform—our proprietary VPA, which enables scalable vehicle development across multiple segments.

We have designed and developed our proprietary Variable Platform Architecture (“VPA”), a mobility platform designed to enable scalable vehicle development across multiple segments.

• Propulsion System:

Our propulsion system provides a competitive edge in acceleration and range, enabled by an industry-leading inverter design and a propulsion system integrated with our AI-powered user experience.

Our propulsion system is designed to support vehicle acceleration, range, and efficiency through our inverter design and integration with our AI-powered user experience.

• I.A.I Technology:

Our advanced I.A.I technology offers high-performance computing, high-speed internet connectivity, OTA updating, an open ecosystem for third-party application integration, and an advanced autonomous

driving-ready system.

• Intellectual Property & Supply Chain Development:

Since inception, we have developed a portfolio of intellectual property, established its supply chain, and assembled a global team of automotive and technology experts.

As of September 30, 2025, FF has been granted approxima tely 660 patents global ly.

Product & Pipeline

We believe that the FF 91 Futurist (the “FF 91,” “FF 91 Futurist,” or “FF 91 2.0 Futurist Alliance”) is the first ultra‑luxury electric vehicle to offer a highly personalized, fully connected user experience for driver and passengers.

We started production on the first FF 91 Futurist and delivered the first FF 91 2.0 Futurist Alliance in 2023.

As part of our transition plan, we are continuing limited FF 91 deliveries while reallocating resources, manufacturing capacity and engineering efforts toward the planned FF 92 upgrade and the FX Super One.

Our strategy emphasizes FF 91 deliveries alongside development of FF 92 while the FX brand leverages the Super One to enter the U.S.

We are developing the FF 92 as the next-generation ultra-luxury electric vehicle built on the FF 91 platform, designed to maintain our leading edge in product and technology in the ultra-spire segment as part of a planned FF 92 upgrade program.

Our advanced I.A.I technology offers high-performance computing, high-speed internet connectivity, OTA updating, an open ecosystem for third-party application integration, and an advanced autonomous driving-ready system.

These capabilities also support our evolving ecosystem strategy, which includes embodied AI robotics initiatives and related crypto service and blockchain-based platform technologies through AIXC.

• Intellectual Property:

Since inception, we have developed a portfolio of intellectual property, and established a global team of automotive and technology experts.

As of March 31, 2026, we had been granted approxima tely 656 patents global ly.

AIEV Product & Pipeline

We believe the FF 91 Futurist (the “FF 91,” “FF 91 Futurist,” or “FF 91 2.0 Futurist Alliance”) is one of the first ultra-luxury electric vehicles designed to offer a highly personalized, fully connected user experience for drivers and passengers.

We began production of the FF 91 2.0 Futurist Alliance and commenced deliveries in 2023.

As part of our delivery plan, we are continuing limited FF 91 deliveries to select users while reallocating resources, manufacturing capacity, and engineering efforts toward the planned FF 92 upgrade and the FX Super One.

Our strategy emphasizes continued FF 91 deliveries together with development of the FF 92, while the FX brand leverages the Super One to enter the U.S.

multi-purpose vehicle market.

We are developing the FF 92 as the next-generation ultra-luxury electric vehicle built on the FF 91 platform, designed to support our continued participation in the ultra-luxury intelligent electric vehicle segment as part of a planned FF 92 upgrade program.

The FF 92 remains in the research and development stage and has not yet entered commercial production.

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The FX Super One is designed to serve visionaries and families, combining a spacious cabin with flexible four‑, six‑ or seven‑seat configurations and advanced AI features.

It incorporates the world’s first Super EAI F.A.C.E.

It incorporates the Super EAI F.A.C.E.

system—a customizable front LED display that can serve as an expressive “face” and extend the user’s presence—and is built on FF’s EAI 6×4 technology platform.

The vehicle offers both pure battery‑electric and AI hybrid extended‑range powertrain options, intelligent all‑wheel drive, and an expansive interior with zero‑gravity seats, a multi‑source sensor suite for proactive safety, and an EAI operating system that supports voice, gesture and immersive multimedia interaction.

With a target of delivering “twice the performance at half the price” and creating a new “First Class AI‑MPV” market in the U.S.

and Middle East, the FX Super One is currently in development;

The FX Super One is currently in development;

pilot production and regulatory preparations are under way.

During the three months ended March 31, 2026, we continued development, supplier coordination, and commercialization preparation activities for the FX Super One, including pre-order and go-to-market activities in the U.S.

and Middle East.

• Vehicle Pipeline:

Besides the FF 91, FF 92, and FX Super One, our planned B2C passenger vehicle lineup includes the FX 5 and FX 6.

In addition to the FF 91, FF 92, and FX Super One, our planned B2C passenger vehicle lineup includes the FX 4 and FX 6.

The FX 4 is designed as a mainstream, large-space sporty AIEV intended to broaden our reach beyond the ultra-luxury segment, while the FX 6 is planned as a larger, family-oriented AIEV positioned above the FX 4 within the FX lineup.

Both models are expected to offer a mix of battery-electric and range-extended powertrain configurations and are intended to complement the FX Super One by expanding our presence into higher-volume segments of the global EV market.

Both the FX 4 and FX 6 are currently in the early stages of research and development.

We are evaluating AI, blockchain-based platform, and related crypto service initiatives as part of our broader Embodied Artificial Intelligence (“EAI”) ecosystem strategy.

These initiatives remain in the early development stage and are intended to support potential platform capabilities associated with the Company’s ecosystem development.

AIXC Platform Initiatives

• Through AIXC, we are evaluating emerging technology initiatives, including AI, blockchain-based platform

development, and related crypto service initiatives.

These efforts are intended to support potential Web3 applications, decentralized infrastructure, and crypto service-related services that may complement the Company’s broader intelligent mobility ecosystem.

• We are exploring blockchain-based platform technologies that could enable secure data management, digital identity, and decentralized applications associated with connected vehicles and user engagement platforms.

These initiatives remain in the early development stage and have not yet generated material revenues.

Embodied AI Robotics Initiatives

• We have begun implementing exploring embodied AI robotics applications that leverage its artificial intelligence, sensor, and software platform capabilities developed for its intelligent electric vehicles.

These efforts are focused on extending our AI perception, control systems, and autonomous computing architecture into robotics applications.

Manufacturing & Distribution

• FF Series Manufacturing:

The FF 91 Series is currently being manufactured in FF ieFactory California.

The FF 91 Series is currently being manufactured in FF aiFactory California.

• FX Series Manufacturing:

Certain FX Series models are planned to be manufactured at FF ieFactory California, and, contingent on adequate funding and local regulatory and operational preparations, FX Super One production is targeted at our Ras Al Khaimah facility in the United Arab Emirates.

Certain FX Series models are expected to be manufactured at FF aiFactory California, and, contingent on adequate funding and local regulatory and operational preparations, FX Super One production is targeted at our Ras Al Khaimah facility in the United Arab Emirates.

• Robotics Manufacturing :

Our robotics products are currently being assembled at our El Segundo, California facility.

We are evaluating plans to scale production, including potential transition of robotics assembly to our Hanford, California facility and/or other manufacturing locations, subject to funding, operational readiness, and market demand.

• Global Availability:

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Our Ras Al Khaimah facility in the United Arab Emirates integrates offices, production workshops, and operational hubs and is positioned to support sales and service across the Gulf Cooperation Council countries;

this facility has been highlighted as a springboard for the Company’s future expansion into European and North African markets.

this facility has been highlighted as a springboard for our future expansion into European and North African markets.

In parallel, the FF China team is focused on strengthening global supply‑chain management and pursuing strategic partnerships with intelligent‑driving companies, which could eventually support manufacturing and distribution activities in China.

Recent Developments

From January 1, 2025, through the filing date, we achieved key operational and financing milestones.

Below is a summary of significant events by category.

EV - Strategic Operations and Product Development

• In March 2025, we hosted FF Open AI Day and unveiled our Personalized AI and Bespoke AI systems.

These innovations are part of our All-AI Mobility Ecosystem.

Personalized AI is designed to learn and adapt to user preferences across vehicle controls, comfort, and interaction styles.

Bespoke AI delivers co-created, premium user interfaces and intelligent services tailored for luxury users, acting as a digital concierge.

Both systems are built on large-model AI architecture and are planned for integration into the FF 91 and FX series.

• In March 2025, Future AIHER AI Hybrid Extended-Range Electric Powertrain System Inc.

was incorporated in the State of Delaware as a subsidiary of the Company.

This subsidiary focuses on the design and development of AI hybrid extended-range electric powertrain systems.

• In April 2025, our FX CEO and team drove the FF 91 to Washington, D.C., for policy meetings with White House officials and showcased the FX Super One.

• In April 2025, the Company signed its first binding B2B pre-order agreement with JC Auto, a New York City–based dealership operating as 129 Auto Sales Corp., for 1,000 FX Super One vehicles, including a $100,000 non-refundable deposit and priority delivery of up to 300 vehicles intended for use in a premium fleet serving the New York area.

• In April 2025, the Company reaffirmed its goal of selling tens of thousands of FX vehicles within two years and continued development of two additional FX models priced between $20,000 and $40,000 to target underserved segments of the U.S.

AI Electric Vehicle (“AIEV’) market.

• In May 2025, the Company entered into a second B2B pre-order agreement with Sky Horse Auto LLC—a California-based premium mobility provider—for 300 FX Super One vehicles, supported by a $30,000 non-refundable deposit and priority delivery.

• In May 2025, the Company announced it had secured non-binding fleet pre-orders totaling 1,300 FX Super One vehicles, including prior agreements with JC Auto and Sky Horse Auto, reflecting growing demand from U.S.

mobility operators.

• In May 2025, the Company began public road testing for FX prototype mules, including the FX Super One and FX6, with testing focused on performance and Advanced Driver Assistance Systems (“ADAS”) validation.

• In May 2025, the Company confirmed the FX Super One will be unveiled at two launch events—a private debut on June 29 and a public global launch on July 17—with initial market entry planned for CA, NY, FL, TX, WA, NJ, and NV.

• In May 2025, the Company initiated preparations for a flexible production line as part of its longer-term strategy for FX models and future variants.

• In May 2025, the Company confirmed that the FX6 model is scheduled as a pipeline vehicle, expanding the FX product line beyond the Super One.

• In May 2025, the Company highlighted the FF 91’s AI Hypercar differentiation, citing 12 cameras, 3 light detection and ranging ("LiDAR") sensors, tri-motor AWD, and in-cabin generative AI features as key performance advantages over competing ultra-luxury EVs.

• In May 2025, the Company disclosed that its FF 91 model met all Federal Motor Vehicle Safety Standards ("FMVSS") and completed U.S.

homologation, with deliveries made to celebrity and industry Co-Creation Officers.

• In May 2025, the Company secured 600 additional B2B deposits from U.S.-based multi-channel network ("MCN") agencies CreatoRev and Good Deal, bringing total FX Super One B2B deposits to over 2,500 units.

• In May 2025, the Company began deploying FF 91 AI and software technologies, including a voice interaction system based on large language models, into the FX product line.

• In May 2025, the Company expanded its U.S.

and Middle East operations, with its Ras Al Khaimah (RAKEZ) facility in the UAE ready for occupancy and targeted FX Super One production in the region contingent on funding.

The strategy supports regulatory streamlining, market training, and regional investor interest.

• In May 2025, the Company hosted its first Annual Stockholders' Day event, featuring executive presentations, prototype ride-and-drives, and live Q&A sessions to promote transparency and stockholder engagement.

• In June 2025, the Company announced that global music icon Mariah Carey will become the next FF 91 2.0 Futurist Alliance owner and featured the FF 91 and FFZERO1 concept car in her new music video, “Type Dangerous,” which also includes influencer MrBeast and has trended globally, further elevating brand visibility and cultural relevance.

• In July 2025, the Company reaffirmed its commitment to the FX Super One launch and to accelerating development and distribution efforts for both FF and FX brands, including the integration of advanced AI technologies.

This update highlights management’s intent to leverage the recently secured financing to support production readiness, scale operations for broader market access, and enhance technological differentiation in its intelligent electric vehicle lineup.

• In August 2025, the Company reaffirmed its focus on expanding its FX and FF 91 model lines, emphasizing broader market reach by introducing luxury technology from the FF 91 into future mass-production FX vehicles.

• In August 2025, the Company appointed George Li, a veteran automotive executive with extensive supply chain and operational experience, as Head of FF and FX Global Supply Chain and China Chief Strategic Cooperation & Business Growth Officer (“CSGO”) to strengthen supplier partnerships, enhance global sourcing and cross-border coordination, and advance the Company’s “Bridge Strategy” between the U.S.

and China in support of long-term growth under the FX and FF vehicle programs.

• In September 2025, the Company advanced its global expansion by preparing its Ras Al Khaimah (U.A.E.) operations to support the FX Super One program under its Global Automotive Bridge Strategy, while further integrating its “EAI + Crypto” ecosystem that connects Eco Artificial Intelligence mobility systems with blockchain-based financial applications to enhance transparency and create new digital value channels.

• In September 2025, the Company announced that its 919 Futurist Day & Stockholders’ Community Day will showcase the unseen interior and product highlights of the FX Super One, provide updates on its U.S.

homologation and Middle East launch plans, and detail deployment of FF’s EAI Vehicle Chain products under its Web2 + Web3 dual-engine strategy.

• In September 2025, the Company hosted its 919 Futurist Day & Stockholders’ Community Day, showcasing the previously unseen interior and product highlights of the FX Super One, providing updates on its U.S.

homologation and Middle East launch plans, and presenting progress on the deployment of FF’s EAI Vehicle Chain products under its Web2 + Web3 dual-engine strategy.

• In November 2025, the Company announced that its future FF and FX battery electric vehicles, beginning with new models from 2026, will adopt the North American Charging System (“NACS”) port, providing future users with direct access to more than 28,000 Tesla Superchargers across the United States, Canada, Japan, and South Korea, while maintaining access to existing CCS fast-charging networks through operators such as ChargePoint and EVgo.

• In November 2025, the Company reported that the FX Super One program has received non-binding pre-orders for more than 11,000 vehicles in the United States and more than 200 vehicles in the United Arab Emirates, including from B2B fleet customers, reflecting continued growth in demand across both its U.S.

and Middle East markets.

• In November 2025, the Company noted that it had successfully completed the first round of safety testing for upper interior occupant impact protection for the FX Super One as part of the broader safety assessment and homologation process for the vehicle.

• In November 2025, the Company outlined its fourth quarter 2025 strategic focus for the FX platform, emphasizing:

(i) accelerating FX Super One channel development and pre-order growth, (ii) deploying advanced AI features, including enhanced voice and gesture interactions, (iii) completing additional safety assessments and manufacturing readiness activities, (iv) advancing international market penetration in the U.S.

and UAE, and (v) strengthening strategic and financial partnerships to support FX commercialization.

Crypto - Strategic Operations and Product Development

▪ In August 2025, the Company introduced the C10 Index and related Crypto + EAI application framework, with real-time index tracking planned on FF.com and the FF App.

▪ In September 2025, the Company reported progress on developing the C10 Crypto Treasury Index, a tokenized asset platform designed to support balance sheet diversification, strengthen ecosystem financing, and advance the Company’s broader “EAI + Crypto” strategy.

▪ In September 2025, the Company announced plans to establish a new crypto-focused spin-off entity as part of its “EAI + Crypto Flywheel Strategy.” This initiative aims to integrate blockchain-based assets into the Company’s intelligent mobility ecosystem, enhancing user engagement, product monetization, and capital flexibility through tokenized value systems linked to FF’s vehicle platform.

▪ In September 2025, the Company completed a strategic $30 million investment in AIXC as the lead investor in a $41 million PIPE transaction to establish a crypto and Web3-related business, through which the Company obtained control of AIXC.

Following stockholder approval, AIXC is expected to rebrand as CXC10 and focus on three growth engines—C10 Treasury and Index, BesTrade DeAI Agent, and ecosystem tokens—to support the Company’s long-term “EAI + Crypto” and “Dual-Flywheel & Dual-Bridge” ecosystem strategies.

EV - Capital Raising & Financing Agreements

• In December 2024, we secured approximately $30.0 million in cash financing commitments for the purchase of unsecured convertible notes (the “ 2024 Unsecured SPA Notes”) .

Each investor (the “ 2024 Unsecured SPA Investors”) also received a 2024 Unsecured Incremental Warrant to fund, at the 2024 Unsecured SPA Investor’s sole discretion, additional notes up to the original principal balance the of 2024 Unsecured SPA Notes purchased by such 2024 Unsecured SPA Investor .

These funds are intended to support our core business operations and the ongoing ramp-up of the FX strategy.

On January 28, 2025, we entered into a letter agreement with certain of the 2024

Unsecured SPA Investors.

Pursuant to the letter agreement, prior to our receipt of stockholders’ approval, for the issuance of the Unsecured 2024 SPA Notes, 2024 Unsecured SPA Warrants and 2024 Unsecured Incremental Warrants, such investors agreed not to convert any outstanding 2024 Unsecured SPA Notes at a conversion price less than $1.16, the initial conversion price of the 2024 Unsecured SPA Notes, and we agreed to issue, following receipt of such stockholders’ approval, to such investors who convert any 2024 Unsecured SPA Notes at the $1.16 conversion price prior to our receipt of stockholders’ approval, additional shares of Class A Common Stock as a true-up.

• In January 2025, we received $30 million in previously committed financing to support FF 91 deliveries and FX program development.

• In March 2025, we disclosed that our total capital raised since September 2024 exceeded $100 million, with positive net cash flow reported for Q3 and Q4 2024.

• In March 2025, we secured approximately $41 million in cash financing commitments (the “March Financing”) for the purchase of unsecured convertible notes (the “March Unsecured SPA Notes”), and associated common warrants to purchase additional Class A Common Stock of the Company (the “March Warrants”).

Each investor (the “March Unsecured SPA Investors”) also received a March unsecured incremental warrant to fund, at the March Unsecured SPA Investor’s sole discretion, additional notes up to the original principal balance the of March Unsecured SPA Notes purchased by such March Unsecured SPA Investor.

The March Financing will be completed in four closings.

In May 2025, the Company amended its March 2025 Securities Purchase Agreement through a Waiver and Amendment Agreement, permitting phased registration of underlying securities and extending the timing of subsequent closings by 20 business days, subject to updated stock price and volume thresholds.

The first closing (the “First Closing”) occurred on April 4, 2025, the tenth (10th) business day after March 21, 2025, the signing date and the second closing (the “Second Closing”) occurred on May 28, 2025.

The third closing (the “Third Closing”) occurred on July 11, 2025, and fourth closing will occur upon satisfaction of certain conditions.

These funds are intended to support our core business operations and the ongoing ramp-up of the FX strategy.

• In April 2025, we initiated a company-wide organizational and governance overhaul, publicly launched through a town hall, to increase strategic clarity and improve execution amid ongoing external uncertainty.

The initiative, publicly launched through a company-wide town hall, was designed to eliminate historical inefficiencies, increase strategic clarity, and improve performance across operations, amid ongoing external uncertainty and market pressure.

• In May 2025, the Company’s senior executive team announced plans to initiate a stock purchase program post-earnings, subject to regulatory compliance.

• In May 2025, the Company filed a Seventh Certificate of Amendment to its Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock to 162,815,625, authorize 4,429,688 shares of Class B Common Stock, and raise the authorized Preferred Stock to 12,900,000 shares.

The amendment, approved by stockholders at the May 24, 2025 special meeting, also eliminated the Series A Preferred Stock designation and supports existing and future preferred equity issuances.

• In July 2025, the Company secured approximately $105 million in new cash financing, consisting of $82 million in new financing commitments—primarily in the form of unsecured convertible notes and warrants—and $22 million from previous investors through the exercise of prior securities.

Existing institutional investors and new investors, including a Middle East strategic partner, participated in the financing, which remains subject to customary closing conditions.

The participation of the Middle East partner is expected to support the Company’s planned expansion in the region and strengthen its global investor base.

The financing terms include a lower conversion price based on recent market prices and a reduction in warrant issuance to limit dilution.

The Company continued to utilize Univest Securities as its placement agent for this transaction.

• In July 2025, the Company publicly unveiled the FX Super One at a global launch event in Los Angeles.

The event, which followed a private preview and broad media coverage, showcased the new F.A.C.E.

(Futuristic Aesthetic Connected Exterior) LED grille and the FF Super EAI (Extended AI) ecosystem.

The Company has secured over 1 0,000 binding deposit commitments to date, reinforcing brand visibility and building momentum as it prepares to transition into production.

• In July and August 2025 the Company raised gross proceeds of $45.6 million and $0.1 million from third parties and related parties, respectively, in connection with SPA Portfolio Notes.

During the same period, $18.3 million of principal and $0.9 million of interest were converted into 16,583,826 shares of Class A Common Stock.

• In August 2025, the Company issued one share of Series A Preferred Stock to Matthias Aydt for $100.00.

• In August 2025, the Company reported $105 million in new financing commitments from institutional investors to fund FX Super One launch activities and general corporate purposes.

• In August 2025, the Company filed an amendment to the Certificate of Designation for its Series B Preferred Stock

with the Secretary of State of Delaware, confirming 12 million authorized shares at a par value of $0.0001 per share.

The amendment, approved by a majority of Series B holders, did not alter any existing rights, preferences, or limitations established under the Series B designation.

Crypto - Capital Raising & Financing Agreements

• In August 2025, the Company announced plans to use dedicated financing exclusively for crypto-asset purchases, with an initial program targeting up to $500M–$1B (subject to securing funding) and an 80% passive / 20% active allocation approach.

• In August 2025, FF entered a strategic Web3 partnership with HabitTrade, a digital-asset infrastructure firm, to support the blockchain component of its new ecosystem.

• In September 2025, the Company outlined that the spin-off structure is intended to create an independent capital platform capable of attracting specialized crypto and Web3 investors, while preserving Faraday Future’s controlling interest and future participation in related financial upside.

• In September 2025, Faraday Future invested approximately $30 million in AIXC at an effective price of $2.246 per share, representing beneficial ownership of about 55% of AIXC’s common stock, while Global Co-CEO YT Jia invested $4 million (approximately 7% ownership) under a two-year voluntary lock-up.

The financing also included participation from strategic blockchain investors such as SIGN Foundation, backed by Binance Labs, Sequoia Capital, IDG, and Circle.

EV - Stock Exchange Compliance & Stockholder and Corporate Actions

• In January 2025, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.

The Series A Certificate of Designation designated one share of our Preferred Stock as Series A Preferred Stock, and established and designated the preferences, rights and limitations thereof.

The Series A Preferred Stock is not convertible into any other series of stock, but votes at a rate of 3,000,000,000 votes per share.

• In January 2025, we issued one share of Series A Preferred Stock to our Global Co-CEO, Matthias Aydt for the purchase price of $100.00.

• In January 2025, the Company filed a registration statement on Form S‑1 to register for resale shares of Class A Common Stock issuable upon conversion of previously issued convertible notes and exercise of warrants.

This filing was made to enable certain investors to resell shares obtained through earlier financing agreements.

• In March 2025, we formally changed our Nasdaq ticker symbol to 'FFAI' to reflect our company’s rebranding around AI mobility.

This symbol change reinforced our strategic emphasis on integrating artificial intelligence into our product and business ecosystem.

• In March 2025, we disclosed that our total capital raised since September 2024 exceeded $100 million.

• In April 2025, we confirmed that we will not pursue a reverse stock split unless required to maintain Nasdaq compliance.

• In May 2025, the Company issued a formal statement addressing suspected illegal short selling and online misinformation campaigns, asserting a zero-tolerance policy for knowingly false and misleading public content.

• In May 2025, the Company amended its charter to increase authorized common shares by 38 million and preferred shares by 2.9 million, expanding total authorized shares to 180.1 million to support growth initiatives including the FX Super One launch and strategic transactions.

• In May 2025, at the Annual Meeting, stockholders approved the issuance of up to 61.9 million shares of Class A Common Stock under the March 2025 Securities Purchase Agreement, as required by Nasdaq Listing Rule 5635(d), and reelected all five directors with over 95% support.

• In May 2025, the Company filed a certificate of elimination with the Delaware Secretary of State to formally cancel the Series A Preferred Stock from its charter, following the full redemption of the single outstanding share originally issued in January 2025.

• In May 2025, the Company filed two amendments to its Form S‑1 registration statement to update and expand the number of registered shares registered thereunder.

These shares relate to Class A Common Stock issuable from convertible notes, warrants, and settlement of vendor obligations under financing agreements completed in December 2024 and March 2025.

The purpose of these filings was to provide resale registration for existing investors and vendors holding conversion and settlement rights.

• In May 2025, the Company announced that Global Co-CEO YT Jia and President Jerry Wang each adopted SEC Rule 10b5-1 stock purchase plans, with trades expected to begin in August 2025;

Jia plans to purchase $560,000 and Mr.

Wang plans to purchase $50,000 of Class A Common Stock, with both executives committing not to amend or terminate their plans once effective.

Jia completed the purchase of $560,000 worth of Class A common stock shares during the quarter ended September 30, 2025.

Before the plan was cancelled by the broker, Mr.

purchased 10,600 shares of the Company’s Class A common stock under this trading plan.

• In June 2025, Mr.

Koti Meka, Chief Financial Officer, adopted a Rule 10b5‑1 trading plan on June 12, 2025, providing for the purchase of up to $20,000 of the Company’s Class A common stock.

Before the plan was cancelled by the broker, Mr.

Meka purchased no shares of the Company’s Class A common stock under this trading plan.

• In July 2025, the Company and certain executives, including Global Co-CEO Yueting Jia and President Jerry Wang, received Wells Notices from the SEC.

A Wells Notice is a notification from SEC staff that they are considering recommending enforcement action for alleged violations of securities laws;

it is not a formal charge or a final determination.

The SEC’s preliminary findings relate to alleged false or misleading statements during the Company’s 2021 PIPE (Private Investment in Public Equity) and SPAC (Special Purpose Acquisition Company) transactions.

The Company and executives plan to engage with the SEC to explain why enforcement action is not warranted.

• In August 2025, the Company regained eligibility to access its At-The-Market (“ATM”) offering program and file new registration statements on Form S-3, following the timely filing of its Q2 2025 Form 10-Q.

This development provides greater flexibility in capital raising, enabling the Company to access the public equity markets more efficiently without relying solely on convertible debt financing or the more burdensome Form S-1.

The reinstatement of Form S-3 eligibility also streamlines the registration process for future equity issuances, reduces regulatory filing complexity, and supports the Company’s strategic capital planning initiatives.

• In August 2025, FF highlighted its continued inclusion in the Russell 3000 Index and growing institutional ownership, with major investors increasing holdings relative to 2024.

• In August 2025, the Company disclosed that Founder and Global Co-CEO Yueting Jia and Global President Jerry Wang executed purchases of Company common stock under pre-established Rule 10b5-1 trading plans, demonstrating alignment with stockholder interests.

• In August 2025, additional share purchases by Company leadership, including CFO Koti Meka and FX CEO Xiao (Max) Ma, were scheduled pursuant to their existing 10b5-1 plans adopted in June 2025.

• In September 2025, the Company announced it successfully completed Nasdaq’s one-year compliance monitoring period and regained full compliance, returning to normal listed-company status.

• In September 2025, all core proposals—other than a pending name change—were approved at the Company’s special meeting of stockholders.

The investment structure allows Faraday Future to focus on advancing its EV business while capturing upside from the new crypto-focused operations without additional dilution to existing stockholders.

Crypto - Stock Exchange Compliance & Stockholder and Corporate Actions

• In August 2025, the Company disclosed it is exploring a C10 ETF concept tied to the newly announced index.

The following summarizes certain developments occurring from January 1, 2026 through the filing date of this report that relate to the Company’s operations and product development, financing activities, and corporate actions.

AIEV - Strategic Operations and Product Development

• In February 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a package of agreements with Hebei Huanzhou Automobile Sales Co., Ltd.

relating to the development, mass-production-oriented parts procurement, engineering support and related commercial arrangements for a battery electric version of the FX Super One for the U.S.

The agreements also addressed certain intellectual property, product liability and after-sales matters, and the parties may negotiate additional vehicle development projects, including the FX 4, and potential geographic expansion to Canada and the Middle East.

• In March 2026, the Company provided an update on its EAI EV strategy, stating that the FX Super One had advanced into engineering validation, homologation and production system refinement following the roll-off of the first pre-production vehicle at its Hanford, California facility in December 2025.

The Company also stated that it continued to advance U.S.

production readiness, including localized certification work related to Federal Motor Vehicle Safety Standards (“FMVSS”) requirements, and remained focused on phased delivery of the FX Super One.

• In March 2026, the Company announced that it continued to expand its Co-Creation Ecosystem B2B2C model and Four-Pillar Sales Architecture, including community sales, partner sales, B2B sales and third-party e-commerce.

The Company also stated that, following its presence at the NADA Dealer Summit, it signed memorandums of understanding for sales cooperation covering both the FX Super One and EAI robots with several U.S.

mainstream dealerships.

The Company also stated that it continued to advance U.S.

production readiness, including localized certification work related to Federal Motor Vehicle Safety Standards (“FMVSS”) requirements, and remained focused on phased delivery of the FX Super One.

• In April 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement to a previously executed engineering services agreement with its previously

announced bridge strategy partner.

Under the supplemental agreement, the Company plans to upgrade the FX Super One to an 800V architecture or accelerate the AIHER project, while pausing the original Super One 400V cooperation project.

The advance research and development fee remains due and payable, while subsequent remaining balances and development, testing and engineering services are paused.

Robotics - Strategic Operations and Product Development

• In February 2026, the Company established FF AI-Robotics Inc.

and launched three robotics product lines, FF Futurist, FF Master and FX Aegis, and disclosed that sales and pre-orders had opened, more than 1,200 non-binding and non-refundable B2B deposits had been received, and initial deliveries were planned for late February 2026.

The Company also stated that the Mobile Manipulator Robot Series was planned to be launched in the second quarter, that robotics production preparation was underway, and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.

• In February 2026, the Company furnished a corrected press release announcing the establishment of FF AI-Robotics Inc.

and the launch of its first three robotics product lines:

FF Futurist, FF Master, and FX Aegis.

The release stated that sales and pre-order collection had begun, the first deliveries were planned for the end of February, the Mobile Manipulator Robot Series was planned for the second quarter, and the Company had received more than 1,200 non-binding and non-refundable B2B deposits.

The release also stated that the robotics business had entered production preparation and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.

• In February 2026, the Company delivered its first batch of robots to Golden Hills, a premium Airbnb property operator in Florida and Nevada, pursuant to a sales agreement.

This milestone marked the official launch of FF’s first AI-robot delivery cycle in 2026.

The following summarizes certain significant financing activities during the period.

Additional details regarding the Company’s debt and financing arrangements are included in Notes 8 and 9 to the Unaudited Condensed Consolidated Financial Statements.

AIEV - Capital Raising & Financing Agreements

• In February 2026, the Company entered into a Securities Purchase Agreement with an accredited investor to sell $10.0 million of Class A common stock at a per-share price equal to 100% of the closing price immediately prior to closing.

The subscription amount was to be provided to the investor by AIxCrypto Holdings Inc.

(“AIXC”), and the agreement included a true-up share issuance feature if the Company issued common stock or equivalent securities before the earlier of six months after closing or effectiveness of the related registration statement at a lower price, subject to specified exceptions.

• In March 2026, the Company entered into two supplemental agreements with Chongqing LeTV Microloan Co., Ltd.

to settle certain previously assigned debt obligations for an aggregate settlement amount of RMB 25.4 million (approximately $3.7 million), payable in installments through December 31, 2028.

• In April 2026, the Company entered into a $2.0 million unsecured loan agreement with Gold King Arthur Holding Limited.

The loan bore interest at 10% per annum, matured one year from the advancement date, and was designated for expenses associated with the Company’s robotics business, other business operations, including payroll, and related unforeseen expenses.

The loan and accrued interest were subsequently satisfied through cancellation and extinguishment as part of the amended and restated securities purchase agreement with Gold King Arthur Holding Limited.

The amended and restated securities purchase agreement increased the total investment amount to approximately $12.0 million and contemplated the issuance of Class A common stock, newly designated Series C Convertible Preferred Stock, and a fixed warrant arrangement tied to the Company’s future FX Super One delivery milestone.

• In April 2026, the Company entered into a notes purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued and sold a Promissory Note A-1 with an original principal amount of approximately $15.8 million and a Secured Promissory Note B with an original principal amount of $30.0 million, for an aggregate purchase price of $45.0 million.

The A-1 Note bears interest at 9.0% per annum, matures 24 months after the purchase price date, includes an original issue discount and transaction expense amount, and provides the lender with certain monthly redemption rights beginning in October 2026, subject to the terms of the note.

The B Note bears interest at 3.5% per annum, matures 24 months after the purchase price date, is secured by a deposit account control agreement and related collateral arrangements, and may be exchanged into additional A Notes under specified conditions.

The Company’s obligations under the notes are guaranteed by certain subsidiaries, and the B Note is further supported by a pledge of the Company’s membership interests in FFAI Holdings, LLC.

The following summarizes certain stock exchange compliance matters, corporate actions, and governance developments during the period.

AIEV - Stock Exchange Compliance & Stockholder and Corporate Actions

• In February 2026, the Company held a special meeting of stockholders at which stockholders approved an increase in the Company’s authorized shares to support capital planning, FX Super One vehicle milestones, and expansion of embodied artificial intelligence (“EAI”) robotics initiatives.

On February 18, 2026, the Company filed a Certificate of Amendment to increase its authorized Class A common stock from 232,470,985 shares to 312,285,439 shares and its authorized preferred stock from 17,931,000 shares to 24,087,265 shares.

The additional authorized share capacity is intended to support near-term capital planning needs, existing obligations to issue shares of Class A common stock, and potential future financings, strategic transactions, stock issuances pursuant to employee benefit plans, and other proper corporate purposes aligned with the Company’s 2026 business strategy.

The approval relates solely to the authorization of additional shares and does not, by itself, result in the issuance of any shares.

• In February 2026, the Company filed a certificate of elimination with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s stockholders’ special meeting.

The certificate of elimination (i) eliminated the previous designation of one share of FFAI Series A Preferred Stock from the charter, and (ii) caused such share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock.

• In March 2026, the Company received a letter from the Division of Enforcement of the U.S.

Securities and Exchange Commission stating that, based on the information available as of March 18, 2026, the staff did not intend to recommend an enforcement action against the Company.

Similar letters were also received by Company Founder and Yueting Jia and Jerry Wang in their individual capacities.

The letters further stated that they “must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.

• In March 2026, the Company received a notice from Nasdaq indicating that it was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), because the closing bid price of its Class A common stock remained below $1.00 per share for 30 consecutive trading days.

The Company has until September 16, 2026 to regain compliance, and its Class A common stock will continue to trade on the Nasdaq Capital Market during the compliance period.

• In March 2026, the Company announced an executive and employee share purchase initiative under which certain executives and employees would defer a portion of their base compensation for the period from March 1, 2026 through May 31, 2026.

Subject to Board approval, applicable securities laws and the Company’s trading policies, the Company stated that it intended to repurchase shares of its common stock in an amount approximately equal to the estimated after-tax deferred compensation for the period, or approximately $0.5 million, and subsequently transfer the repurchased shares to participating executives and employees in settlement of the deferred compensation obligations.

• In April 2026, the Company entered into a purchase agreement with Matthias Aydt, pursuant to which the Company issued and sold one share of newly designated Series A Preferred Stock for a purchase price of $100.

The Series A Preferred Stock has 10,000,000,000 votes but is entitled to vote only on proposals relating to an increase in authorized common stock and a reverse stock split, and the holder is required to vote the share in the same proportion as shares of common stock voted on such proposals, subject to a minimum common stock quorum condition.

The Series A Preferred Stock is not convertible into common stock, is not entitled to dividends, has a $100 liquidation preference, and is subject to transfer restrictions.

The following summarizes certain leadership, governance, and organizational developments during the period .

Corporate Governance

• In February 2025, the consolidated class action lawsuit filed in Delaware was dismissed with prejudice, resolving all litigation of this type.

• In March 2025, Jerry Wang was promoted to President of the Company.

At the time, he reported to the sole Global CEO.

Following the April 2025 appointment of Yueting Jia as Global Co-CEO (see below), Mr.

Wang now reports to both Global Co-CEOs as part of the Company’s current dual-CEO leadership structure.

His role continues to focus on overseeing day-to-day business operations and driving alignment across global functions.

• In April 2025, Yueting Jia, our founder, was promoted to Global Co-Chief Executive Officer (“Global Co-CEO”).

Jia will co-lead the Company alongside Matthias Aydt, our other Global Co-CEO, with a focus on advancing user ecosystem development, supply chain management, EV R&D, finance, legal, and our China and Middle East operations.

The appointment aligns with our broader strategic initiatives to enhance execution efficiency, strengthen our AI mobility leadership, and drive long-term shareholder value.

• In April 2025, we confirmed that we will not pursue a reverse stock split unless required to maintain Nasdaq compliance.

• In May 2025, the Company formalized YT Jia’s appointment as Global Co-CEO under a new “Stockholders First” equity incentive plan, which ties his long-term compensation to improvements in market capitalization and share price performance.

• In August 2025, the Board approved compensation adjustments for Chief Financial Officer Koti Meka:

his base salary increased from $350,000 to $380,000 effective August 16, 2025;

he was granted additional restricted stock units valued at $400,000 based on the August 16, 2025 closing price;

and he will receive a $30,000 cash bonus payable on August 31, 2025.

• In August 2025, the Board approved temporary governance adjustments during the SEC investigation, excluding Global Co-CEO Yueting Jia from oversight of finance, legal, accounting, and public reporting functions.

These responsibilities were consolidated under Global Co-CEO Matthias Aydt until the investigation concludes.

• In August 2025, the Company reported formation of a wholly owned subsidiary (FFAI Crypto Treasury and Bridging Holdings Inc.) for the crypto business and outlined a structure intended to isolate risk and enhance transparency (e.g., third-party custodians, on-chain verification).

• In September 2025, Global Co-CEO Yueting Jia completed the second tranche of stock purchases under his Rule 10b5-1 plan, investing approximately $180,000 of his signing bonus to demonstrate confidence in FF’s long-term strategy and stockholder alignment.

• In September 2025, Global Co-CEO Yueting Jia completed his third common stock purchase under his Rule 10b5-1 trading plan, investing approximately $560,000, representing the after-tax portion of his signing bonus, to demonstrate his confidence in the Company’s long-term strategy and alignment with stockholders.

• In September 2025, the Board approved the foundational steps for the spin-off entity and delegated management authority to oversee its implementation and compliance planning in alignment with U.S.

regulatory standards for digital assets.

• In September 2025, the Company announced that Jerry Wang will serve as Co-CEO of AIXC, Koti Meka as CFO, and YT Jia as Chief Advisor.

Faraday Future will hold nomination rights for two of five directors, which may increase to four of seven seats pending stockholder approval, ensuring strategic alignment and operational oversight within the new spin-off entity.

• In September 2025, the transaction marked a key step in implementing the Company’s integrated strategy to connect its automotive and digital-asset platforms, strengthening alignment between operational leadership and the emerging CXC10 ecosystem.

• In October 2025, Faraday X AIEV Hong Kong Holding Limited (“FXHK”) has completed its name change to GlobeX Al Hong Kong Holding Limited (“GXHK”).

• In November 2025, AIXC held a special meeting of stockholders that approved the Subscription Agreement and related share issuances, enabling the Company to obtain a majority ownership position in AIXC and secure the right to designate a majority of the reconstituted board of directors.

• In November 2025, following this stockholder approval, AIXC filed a Certificate of Amendment to change its corporate name to AIxCrypto Holdings, Inc., formalizing the Company’s controlling interest in the renamed entity as a strategic platform for its AI and crypto ecosystem initiatives.

Earnings Release Correction

• On November 13, 2025, the Company issued an earnings releasethat included certain preliminary financial information for the quarter ended September 30, 2025.

Following issuance of the release, additional adjustments were identified during the completion of the quarter-end close and review process.

As a result, certain amounts in the earnings release (related to our Unaudited Condensed Consolidated Balance Sheet and Statement of Ca sh Flows) differed from the financial information presented in this Form 10-Q.

The financial information contained in this Form 10-Q reflects the Company’s final, reviewed results for the period and should be relied upon as the authoritative presentation of the Company’s financial performance.

• In February 2026, Chui Tin Mok, an executive member of the Company’s Board of Directors, notified the Board of his intention to resign as a director upon the Board’s confirmation of a successor nominee, in order to focus on the Company’s business execution in the United Arab Emirates (“U.A.E.”) and the broader Middle East.

Mok will continue to serve as an executive officer and Head of FF Middle East.

• In March 2026, the Company announced that it had relocated its headquarters to Silicon Beach in El Segundo, California, which the Company stated was intended to enhance its ability to attract senior talent and support its next phase of growth.

• In April 2026, Matthias Aydt resigned from the Board of Directors for personal reasons, effective immediately, and

informed the Board of his intention to resign as Global Co-Chief Executive Officer at such time as the Board deems fit.

Jie (Jay) Sheng also resigned from the Board, effective immediately, and Chui Tin Mok resigned from the Board following his previously disclosed notice of intent to resign, while continuing in his role as an executive officer and Head of FF Middle East.

The Company also announced that FF Top nominated Xiao (Lucky) Jiang and Kevin Chen to the Board, and the Board appointed Jiawei (Jerry) Wang, Xiao (Lucky) Jiang and Kevin Chen as directors.

Kevin Chen is expected to be appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees, and Jerry Wang was appointed to the Finance and Investment Committee.

• In May 2026, the Board of Directors accepted the resignation of Matthias Aydt from his position as Global co-CEO.

With the resignation of Mr.

Aydt, the Board of Directors acknowledged Mr.

Yueting Jia as the sole Global CEO of the Company.

Supply Chain Exposure and Tariff Risk

As of September 30, 2025, a significant portion of the Company’s direct materials were sourced from China, exposing the Company to elevated U.S.

import tariffs on electric-vehicle components and related inputs.

While cost of goods sold was not materially affected for the three and nine months ended September 30, 2025, due to limited production and use of existing inventory, management increased the inventory reserve by $ 10.6 million and $ 14.4 million, respectively, including a component for anticipated tariffs.

As production scales or if tariff rates broaden or rise, tariff-driven input costs could materially impact unit economics and may necessitate pricing, sourcing, or additional reserve actions.

As of March 31, 2026, a significant portion of our direct materials was sourced from China, which may expose certain components to U.S.

import tariffs and other supply-chain cost pressures.

During the three months ended March 31, 2026, the Company decreased its lower-of-cost-and-net-realizable-value inventory reserve by $15.4 million, bringing the total reserve to $5.7 million as of March 31, 2026, compared to $21.1 million as of December 31, 2025.

tariff policies continue to evolve and the Company maintains a flexible approach in responding to those developments.

As production planning evolves, the Company may continue to evaluate sourcing strategies, pricing, and inventory reserves in response to changes in global supply-chain conditions and trade policies.

Segment Information

We have 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, our two Global Co-Chief Executive Officers (“Global Co-CEOs”) acted jointly as Co-Chief Operating Decision Makers (“CODMs”) and regularly evaluated our financial performance using consolidated 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 our 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.

We have three operating segments—AI Electric Vehicle (“AIEV”), Robotics.

and AIXC —each of which meets the criteria for separate reporting under ASC 280.

Our CEOs acting as our Co-Chief Operating Decision Makers (“CODMs”), regularly evaluated the financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

Management has identified Loss from operations, as presented in our 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.

Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in our unaudited condensed consolidated financial statements.

This measure reflects our focus on managing operating performance, cash outflows, and liquidity, particularly given that the timing of cash inflows is influenced by external financing activities .

We define “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 CODM, work in close collaboration with our business leaders to establish critical operational targets, set project timelines, and adjust spending plans.

The CODM, works in close collaboration with our business leaders to establish critical operational targets, set project timelines, and adjust 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 our 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.

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 our recurring and controllable operating costs .

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

During the third quarter of 2025, we consolidated AIXC, a variable interest entity that operates a legacy life-sciences business.

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

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

In addition, we intend to use AIXC as the platform for our future crypto-related initiatives;

however, no crypto operations were active during the quarter, and our prior crypto assets were liquidated to fund the transaction.

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

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 CODM's decision-making or resource allocation processes and thus are not separately disclosed.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies.

Any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards.

We expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards.

This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

While loss from operations is the primary measure used to evaluate overall performance and allocate resources across segments, we also evaluate the Robotics segment using gross profit as an additional performance measure, as this segment is in the early stages of commercialization and focuses on product-level profitability.

Gross profit is defined as revenue less cost of revenues.

At this time, General and administrative, Research and development, and Sales and marketing expenses are not allocated to the Robotics segment.

Gross profit is not used as the primary measure of segment profit or loss for AIEV or AIXC.

This oversight supports our strategic objectives to prioritize the commercialization of the FX Series vehicles and Robotics products, while continuing to support production, sales, and leasing activities for our FF 91 vehicles, the planned FF 92 upgrade program, and the development of our AI, blockchain-based platform, and related crypto service initiatives through AIXC.

Components of Our Results of Operations

8 unchanged sentences

interest expense from debt financing activities;

and selling and distribution expenses as we builds our brand and markets our vehicles.

We may incur significant costs in connection with our services as we deliver at scale the FF 91 Futurist, including servicing and warranty costs.

Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and control our costs.

Through September 30, 2025 , we have sold eight and leased eleven vehicles.

As a result, we will require substantial additional capital to develop products and fund operations for the foreseeable future.

Until we can generate sufficient revenue from product sales, we will fund our ongoing operations through a combination of various funding and financing alternatives, including equipment financing of the FF ieFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options.

and selling and distribution expenses as we build our brands and markets our vehicles and Robotics products.

We may incur significant costs in connection with our services as we deliver vehicles and Robotics products at scale, including servicing and warranty costs.

Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and Robotics products and control our costs.

We will require substantial additional capital to develop products and fund operations for the foreseeable future.

Until we can generate sufficient revenue from product sales, we will fund our ongoing operations through a combination of various funding and financing alternatives, including equipment financing of the FF aiFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options.

The particular funding mechanisms, terms, timing, and amounts are dependent on our assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.

Any delays in the successful completion of its FF ieFactory California will impact our ability to generate revenue.

Any delays in the successful completion of our FF aiFactory California will impact our ability to generate revenue.

For additional discussion of the substantial doubt about our ability to continue as a going concern, see Note 2, Liquidity and Capital Resources and Going Concern in the notes to the Unaudited Condensed Consolidated Financial Statements and for further details on liquidity, please see the “Liquidity and Capital Resources” section below.

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Automotive Sales Revenue

We began the production of our FF 91 Futurist in March 2023 and started making deliveries to customers in August 2023 and have sold two vehicle during the nine months ended September 30, 2025.

During the three months ended March 31, 2026 the Company began the rollout of its new FX Super One model in the U.A.E.

Automotive sales revenue includes revenues related to deliveries of new vehicles, and specific other features and services including home charger, charger installation, twenty-four-seven roadside assistance, OTA software updates, internet connectivity and destination fees.

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In certain circumstances, we provide customers with a residual value guarantee which may or may not be exercised in the future.

The impact of such residual value guarantees was immaterial to our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 .

The impact of such residual value guarantees wa s immaterial to our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 .

We have entered into, and may continue to enter into, co-creator consulting agreements with our customers under which customers share feedback, driving data, ideas, experiences with our engineers, social media posts, and other promotional activities in exchange for specified fees.

We evaluate the economic substance of these co-creation agreements to determine whether they should be combined with customer sales contracts under the contract combination guidance in ASC 606.

When the contracts are economically linked, we account for them as a single arrangement.

the contracts are economically linked, we account for them as a single arrangement.

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

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We record leasing revenues as automotive leasing revenue on a straight-line basis over the contractual term, and we record the depreciation of these vehicles as cost of automotive leasing revenue.

As of September 30, 2025, deferred lease-related upfront payments which will be recognized on a straight-line basis over the contractual terms of the individual leases were immaterial.

As of March 31, 2026, deferred lease-related upfront payments which will be recognized on a straight-line basis over the contractual terms of the individual leases were immaterial.

Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.

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We evaluate whether a lease contract should be combined with other agreements — such as co-creation arrangements when leasing contracts are negotiated together and are economically interdependent.

Robotics Revenue

We recognize Robotics revenue in accordance with ASC 606.

Robotics revenue primarily consists of sales of the Company’s robotic products, including the FF Master Ultra, FX Aegis Edu, and FX Aegis Pro models.

Revenue allocated to each robot is recognized at a point in time when control of the respective robot transfers to the customer, which generally occurs upon delivery in accordance with the terms of the applicable sales contract.

During the three months ended March 31, 2026, the Company recognized its initial Robotics revenue, representing the first quarter in which the Company recognized revenue from sales of Robotics products.

Customer Deposits

Our customers may reserve a vehicle and preorder certain services by making a customer deposit, which is fully refundable at any time.

Our customers may reserve a vehicle and Robotics product preorder certain services by making a customer deposit, which is fully refundable at any time.

Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities).

Customer deposits were $4.1 million and $3.0 million as of September 30, 2025 and December 31, 2024, respectively.

Customer deposits were $4.4 million and $4.4 million as of March 31, 2026 and December 31, 2025, respectively.

When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to our transfer of the products or services.

Such advance payments are considered non-refundable, and we defer revenue related to any products or services that are not yet transferred.

As of September 30, 2025, the Company had received approximately 9,900 non-binding, non-refundable B2B pre-orders and 515 B2C non-binding refundable reservations, totaling 10,415 reserved vehicles.

By comparison, as of December 31, 2024, the Company had received 299 B2C reservations.

The increase in total reservations was primarily driven by the launch of the FX Super One vehicle and the expansion of co-creator and reservation programs designed to drive early engagement and demand.

The co-creator program leverages early supporters, channel partners, and social media influencers to generate awareness, promote product visibility, and build community participation around the brand and its new product offerings with a particular focus on driving B2C orders.

The Company enters into co-creation collaborations of varying value and service scope with B2B pre-order customers.

Fees paid to non-influencer participants are recorded as co-creation expenses, while fees paid to influencer marketing agencies are classified either as contra-revenue or as marketing-related general and administrative expenses, depending on the nature of the arrangement.

Co-creator costs are recorded as marketing expenses when the fair value of services provided under the co-creation agreement substantiates the payment;

however, any portion of the payment that exceeds the fair value of those services is treated as a reduction of revenue in accordance with ASC 606.

Deferred Revenue

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet date.

Deferred revenue related to products and services w as insignificant a s of September 30, 2025 and December 31, 2024.

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

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

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

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

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

Cost of Automotive Sales Revenue

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Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expense related to leased vehicles.

Robotics Cost of Revenue

Cost of Robotics revenue includes product costs, freight, import fees, and warranty costs.

Warranty costs related to Robotics revenue were insignificant for the three months ended March 31, 2026.

We provide a manufacturer’s warranty on all vehicles sold.

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Research and Development

Research and development activities represent a significant part of our business.

Our R&D efforts focus on the design and development of our electric vehicles and continuing to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance.

Research and development activities remain a significant part of our business.

Our R&D efforts focus on the design and development of our electric vehicles and continue to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance.

R&D expenses consist of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our employees focused on R&D activities, other related costs, depreciation, R&D services provided by co-creators, and an allocation of overhead.

While we have we substantially have completed R&D activities related to the FF 91, we expect R&D expenses to increase in the near future as we increases in R&D expenses related to FF 92 and FX Series vehicles.

While we have substantially completed R&D activities related to the FF 91, we expect R&D expenses to increase in the near future due to increased R&D activities related to the FF 92 and FX series vehicles.

Sales and Marketing

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We expect our general and administrative expenses to increase as we continue to grow our business.

Asset Impairment

We recorded impairments in operating expenses related to deposits for future goods and services, property, plant, and equipment based on tangible-asset valuations, and lease right-of-use assets associated with facility exits and changes in our long-term operating plans.

Charges associated with impairment of assets are recognized within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

When we identify impairment indicators under ASC 360—such as changes in regulatory incentives, evolving macroeconomic and geopolitical conditions, market-based indicators of our enterprise value, or updates to our product and manufacturing roadmap—we evaluate the recoverability of our long-lived assets and, when necessary, record impairment charges to reduce their carrying values to estimated fair value.

In the third quarter of 2025, this process resulted in impairment charges on certain long-lived assets, including tooling, machinery, equipment and related assets at vendor sites and at the FF ieFactory California facility in Hanford, California.

Loss from Disposal of Property, Plant and Equipment

Loss on disposal of property, plant, and equipment relates to the abandonment of certain FF 91 Futurist program construction in progress assets, primarily vendor tooling, machinery, and equipment, due to the redesign of the related FF 91 components and implementation of our cost reduction program.

Loss on disposal of property, plant, and equipment relates to the write-off or abandonment of assets no longer expected to provide future economic benefit, including construction in progress, vendor tooling, machinery and equipment.

These disposals may result from changes in business plans, product design, production requirements, or cost reduction initiatives.

Charges associated with disposals are recognized within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Impairment of Goodwill and Intangible Assets

We record impairments within operating expenses related to goodwill and intangible assets when the carrying value of a reporting unit or asset exceeds its estimated fair value.

Goodwill associated with the AIXC reporting unit arose from the Company’s acquisition of AIXC and is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

Intangible assets primarily consist of acquired in-process research and development and other identifiable intangible assets, which are evaluated for impairment in accordance with applicable accounting guidance.

Impairment charges related to goodwill and intangible assets are recognized within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Credit Loss Expense

We record credit loss expense related to financial assets measured at amortized cost, including short-term notes receivable, in accordance with ASC 326 (Current Expected Credit Losses).

Credit losses are estimated using forward-looking information that considers historical experience, current conditions, and reasonable and supportable forecasts regarding the collectability of the underlying receivables.

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

Credit loss expense recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss reflects changes in the allowance for expected credit losses based on the Company’s ongoing assessment of the borrower’s financial condition, estimated recoverable amounts, and other relevant factors affecting collectability.

Non-operating Expenses

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Interest expense primarily consists of interest on outstanding notes payable not marked to fair value, capital leases, certain supplier payables, and vendor payables in trust.

Other Income / (Expense), net

Net Loss on Digital Assets

We recognize gains and losses related to digital assets within operating results based on changes in their fair value and transactions during the period.

Digital assets are measured at fair value with changes in value recognized in earnings in accordance with applicable accounting guidance.

Fair value is determined using quoted prices in the principal markets accessible to the Company through its custodial and trading counterparties.

Net losses on digital assets recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss reflect realized gains or losses from sales of digital assets as well as unrealized gains or losses resulting from changes in market prices at each reporting date.

Other Income, net

Other income, net consists of foreign currency transaction gains and losses and other expenses such as bank fees and late charges.

Foreign currency transaction gains and losses are generated by revaluation of debt and the settlements of invoices denominated in currencies other than the functional currency.

We expect other expense to fluctuate as we continue to transact internationally.

In addition, this line item includes realized and unrealized gains or losses related to digital asset transactions, including amounts earned or impaired from crypto digital asset disposals, and any staking income.

While such activity is currently immaterial, we expect to execute our crypto-related strategy through AIXC following the completion of AIXC’s shareholder meeting and once we have established majority control of its board of directors.

At that point, to the extent crypto operations generate revenue and m eet the recognition criteria under ASC 606, such revenue will be reflected in our consolidated results.

If crypto operations subsequently meet the quantitative thresholds under ASC 280, they may be evaluated for separate segment disclosure in future periods.

Results of Operations

We expect other income (expense) to fluctuate as we continue to transact internationally.

Consolidated Results of Operations

Consolidated Statements of Operations

Three Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

6 unchanged sentences

General and administrative 9,195 13,674

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

Asset impairment 138,483 57

Loss on disposal of property, plant, and equipment 328 44

Impairment of intangible assets, including goodwill 2,255 —

Credit loss expense - short-term note receivable 143 —

Total operating expenses 24,527 22,766

3 unchanged sentences

Loss on settlement of notes payable (8,431) (15,920)

Loss on settlement of related party notes payable — (1,180)

Interest expense (2,478) (2,302)

Related party interest expense — (1,212)

Other (loss) income, net (99) 361

Net loss on digital assets (1,946) —

Other income, net 2,252 1,784

Loss before income taxes (42,298) (10,268)

Income tax expense (5) 1

Income tax (expense) benefit (19) (10)

Net loss $ (42,317) $ (10,278)

Consolidated Statements of Operations

Nine Months Ended September 30,

Consolidated - Revenue

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Revenue $ 512 $ 316 $ 196 62.0 %

Revenue increase d by $196 thousand for the three months ended March 31, 2026 , compared to the same period in 2025.

The increase was primarily due to the recognition of $208 thousand of automotive sales revenue from sales of FX Super One vehicles in the U.A.E.

and $288 thousand of Robotics revenue from sales of Robotics products during the three months ended March 31, 2026 .

The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of FX Super One vehicles and Robotics products.

Revenue from FF vehicles was $16 thousand for the three months ended March 31, 2026 , consisting of operating lease revenue, compared to $316 thousand for the same period in 2025, consisting of $265 thousand of operating lease revenue and $51 thousand of sales-type lease revenue.

The Company did not recognize FF automotive sales revenue during either period.

The co-creation fees recorded as a reduction of revenue under ASC 606 were $198 thousand for the three months ended March 31, 2026, compared to $263 thousand for the same period in 2025.

Looking ahead, the Company intends to continue advancing commercialization of the FX Super One and Robotics products while continuing limited-volume FF 91 deliveries and related leasing activities.

The Company is also working on a model of the FX Super One for the U.S.

Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity.

As the FX Super One and Robotics products move through their planned ramp-up phases, vehicle sales, Robotics product sales, and related

leasing activities are expected to become more meaningful drivers of consolidated revenue.

The timing and extent of revenue growth will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

Consolidated - Cost of Revenue

Three Months Ended March 31,

(in thousands) 2026 2025 Amount %

Cost of revenue $ 11,890 $ 21,381 $ (9,491) (44.4) %

Cost of revenue decreased by $9.5 million for the three months ended March 31, 2026, compared to the same period in 2025.

The decrease was primarily lower depreciation expense following the $128.9 million impairment of certain property and equipment recognized during the third quarter of 2025, which reduced quarterly depreciation expense by approximately $9.0 million.

Consolidated - Research and Development

Three Months Ended March 31,

(in thousands) 2026 2025 Amount %

Research and development $ 6,990 $ 6,419 $ 571 8.9 %

R&D expense increased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by $1.6 million increase in operating consumables and equipment rental—costs for prototype parts, vehicle purchases for testing, and services supporting development of the FX vehicle and Robotics platforms.

These increases were partially offset by a $1.2 million reduction in wages and related benefit, including lower bonus expense.

During the three months ended March 31, 2026, the Company continued R&D activities primarily supporting the FX Super One program, including final validation, U.S.

homologation testing, and production readiness initiatives.

Development efforts included vehicle performance and durability testing, integration of Advanced Driver Assistance Systems (“ADAS”), supplier coordination, and prototype tooling.

The Company also provided engineering support for technical preparations in the U.A.E.

to align manufacturing standards and production planning under its global bridge strategy.

In addition, the Company continued development activities related to its Robotics platform, including product testing, software integration, and technical support for early-stage commercialization.

As the Company transitions from an R&D-intensive phase toward commercial production, resources are being strategically reallocated to manufacturing engineering, quality validation, and process optimization.

Current R&D initiatives remain focused on vehicle performance, safety system enhancements, software refinement, and Robotics platform development, in collaboration with key technology and supply-chain partners to support scalable FX Series and Robotics production readiness.

During the period, the Company entered into a strategic mass-production engineering services agreement with a major global automotive manufacturer to support manufacturing engineering, validation, and production ramp-up activities for the FX Super One.

Activities under this agreement are expected to facilitate commercial production readiness, with associated costs incurred primarily as development and engineering expenditures.

In the first quarter of 2026, the Company expanded its technology development initiatives to include robotics applications, leveraging its intelligent mobility platform and software capabilities to explore opportunities in advanced automation and AI-enabled systems.

This initiative is intended to complement the Company’s broader intelligent vehicle strategy and support long-term technology diversification.

Consolidated - Sales and Marketing

Three Months Ended March 31,

(in thousands) 2026 2025 Amount %

Sales and marketing $ 5,616 $ 2,629 $ 2,987 113.6 %

Sales and marketing expense increased by $3.0 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by a $1.9 million increase in marketing expenses related to the launch and promotion of the FX Super One, including digital campaigns, content development, influencer engagement, and event activations.

The increase was also driven by a $0.7 million increase in rent expense, and a $0.3 million increase in wages and related benefits.

The increase also included $0.6 million of AIXC sales and marketing costs, which had no comparable consolidated amount in the prior-year period because AIXC was acquired in the third quarter of 2025.

The Company’s marketing activities during the period supported the FX Super One, FF 91, and Robotics initiatives through regional brand activations, product showcases, co-creation delivery events, digital content, and partner outreach designed to increase product visibility and customer engagement in priority markets.

The Company also advanced its international marketing presence, particularly in the Middle East, through localized brand activations, regional events, and targeted customer outreach aligned with future market entry plans.

These efforts contributed to increased brand recognition and FX Super One reservation activity.

The combination of experiential events, digital marketing initiatives, and strategic influencer partnerships supported continued brand momentum while managing overall marketing costs.

Looking ahead, the Company expects marketing activities to remain aligned with its transition toward commercial production of the FX Series and Robotics products, with continued emphasis on targeted launch events, digital engagement, and market-specific activation strategies designed to support reservation conversion and brand positioning in priority regions.

Robotics-related outreach includes product launch activities, dealer and partner engagement, and early customer outreach intended to introduce the Company’s broader intelligent mobility and AI-enabled product ecosystem and support long-term brand diversification beyond electric vehicles.

Marketing activities are also expected to include targeted outreach and ecosystem-building initiatives related to AIXC’s digital asset and AI-enabled technology platform, although such activities are expected to remain a smaller component of consolidated Sales and marketing expense in the near term.

Consolidated - General and Administrative

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

General and administrative $ 9,195 $ 13,674 $ (4,479) (32.8) %

General and administrative expense decreased by $4.5 million for the three months ended March 31, 2026, compared to the same period in 2025.

The decrease was primarily driven by a $7.0 million decrease in professional fees, reflecting reimbursements of legal expenses.

These decreases were partially offset by $2.3 million increase due to higher payroll costs.

Notwithstanding the decrease in general and administrative expense, the Company continued to incur costs during the three months ended March 31, 2026 to support legal, compliance, governance, public company reporting, financing, capital markets, AIXC integration, U.A.E.

expansion, and Robotics-related strategic initiatives.

These activities included matters related to the conclusion of the SEC investigation, ongoing legal and advisory support, and corporate governance and compliance activities.

Payroll costs also increased year-over-year as the Company maintained personnel and management resources to support these activities.

The Company expects general and administrative expense to continue to reflect the level of legal, compliance, reporting, and strategic activity required to support its evolving business operations.

Consolidated - Net Loss from disposal of property, plant and equipment

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on disposal of property, plant, and equipment $ 328 $ 44 $ 284 645.5 %

Loss on disposal of property, plant, and equipment increased by approximately $0.3 million for the three months ended March 31, 2026, compared to the same period in 2025.

We dispose of equipment when the assets become obsolete, costly to maintain, or are replaced by more efficient technologies.

Consolidated - Impairment of Intangible assets, including Goodwill

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Impairment of intangible assets, including goodwill $ 2,255 $ — $ 2,255 NM*

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $2.1 million related to the AIXC reporting unit.

In connection with the impairment assessment under ASC 350, management compared the estimated fair value of the AIXC reporting unit to its carrying value.

The estimated fair value was supported primarily by a market-based valuation approach that considered AIXC’s market capitalization as of the measurement date, the trading volume and liquidity of AIXC’s common stock, an estimated control premium, and other relevant market indicators.

Following the acquisition, AIXC experienced continued operating losses and volatility in its market valuation, which resulted in the reporting unit’s estimated fair value falling below its carrying amount.

Accordingly, the Company recognized an impairment charge limited to the recorded goodwill balance.

The Company also recorded a $0.2 million impairment charge related to AIXC capitalized software costs.

The impairment was recorded in connection with AIXC’s strategic realignment and discontinuation of certain software development initiatives, including platforms that no longer aligned with AIXC’s focus on real-world asset tokenization and EAI infrastructure.

As a result, management concluded that the related capitalized software costs no longer had future economic benefit.

Consolidated - Credit Loss Expense

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Credit loss expense - short-term note receivable $ 143 $ — $ 143 NM*

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded $0.1 million of credit loss expense primarily related to interest accrued on the Marizyme promissory note acquired in connection with the AIXC business combination.

In the fourth quarter of 2025, AIXC wrote off substantially all of the outstanding principal balance of the note due to Marizyme’s bankruptcy status.

The Company recorded an additional allowance for expected credit losses under ASC 326 for interest accrued during the current period because collectability of the accrued interest was not expected.

There was no comparable consolidated credit loss expense related to the Marizyme note in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025.

Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of notes payable, warrant liabilities, and derivative call options $ 2,771 $ 51,458 $ (48,687) (94.6) %

Gain from change in fair value of notes payable, warrant liabilities, decreased by $48.7 million period over period .

The decrease was primarily due to significantly larger fair value remeasurement gains recognized in the prior-year period, compared to more limited fair value gains in the current period due to reduced sensitivity of the instruments to equity price movements.

During the three months ended March 31, 2025, we recognized significant gains from decreases in the fair value of notes payable, warrant liabilities, and derivative call options, including $13.6 million related to Incremental Warrants, $31.9 million related to the SPA Portfolio Notes, and $6.4 million related to warrants.

These decreases were primarily driven by a decline in the Company’s stock price from elevated levels as of December 31, 2024, while the instruments remained deeply in-the-money and highly sensitive to equity price movements.

During the three months ended March 31, 2026 , although the Company’s stock price also declined significantly, the impact on fair value was substantially less pronounced.

The decline in stock price moved certain instruments to at- or out-of-the-money positions, reducing their sensitivity to further changes in the underlying equity price.

As a result, decreases in the fair value of warrant liabilities and derivative call options were more limited, and the fair value of notes payable increased modestly during the period.

This reflects the non-linear valuation characteristics of the Company's hybrid instruments, where the magnitude of fair value changes diminishes as instruments move away from in-the-money positions, and where structural features — including conversion price reset mechanisms and increased implied volatility — partially offset the effects of a declining stock price.

Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ 1,439 $ (277) $ 1,716 (619.5) %

Change in fair value of related party notes payable, warrant liabilities, and derivative call options increased by $1.7 million period over period, shifting from a loss of $0.3 million for the three months ended March 31, 2025, compared to a gain of $1.4 million for the same period in 2026.

During the three months ended March 31, 2025, we issued new related party instruments, including notes payable, warrants, and incremental warrants.

The initial recognition of these instruments at fair value resulted in day-one losses that largely offset remeasurement gains recognized during the period, which were driven by a decline in the Company’s stock price.

As a result, the period reflected a modest loss.

During the three months ended March 31, 2026, the only related party instruments measured at fair value that remained outstanding were incremental warrants, as the related party notes payable accounted for under the fair value option and the related party warrants had been settled or extinguished in prior periods.

The gain recognized during the period was driven by a decrease in the fair value of the incremental warrants, primarily due to a decline in the Company’s stock price during the quarter.

In the absence of new issuances during the period, the full effect of favorable remeasurement was reflected in earnings.

Consolidated - Loss on Settlement of Notes Payable

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on settlement of notes payable $ (8,431) $ (15,920) $ 7,489 (47.0) %

Loss on settlement of notes payable decreased by $7.5 million , for the three months ended March 31, 2026 compared to the same period in 2025.

The favorable variance was primarily driven by a reduction in the average loss rate on conversions,

partially offset by an increase in the volume of principal converted.

During the three months ended March 31, 2025 , we experienced higher per-dollar losses on extinguishment as our stock price traded materially above the conversion price floors across all convertible instruments.

As a result, the notes were deeply in-the-money at the time of conversion, with shares issued at fair values significantly in excess of the carrying value of the debt extinguished.

This resulted in elevated loss rates ranging from approximately 47% to 103% of principal converted.

In contrast, during the three months ended March 31, 2026, our stock price declined to levels at or near the contractual conversion price floors across the portfolio, which substantially reduced the in-the-money spread on conversions.

As a result, the average loss rate decreased to approximately 30% of principal converted.

Although total principal converted increased to $28.5 million in 2026 from $20.4 million 2025, the lower loss rate more than offset the impact of the higher conversion volume, resulting in an overall decrease in loss on extinguishment for the period.

Consolidated - Loss on Settlement of Related Party Notes Payable

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on settlement of related party notes payable $ — $ (1,180) $ 1,180 (100.0) %

Loss on settlement of related party notes payable decreased by $1.2 million for the three months ended March 31, 2026, compared to the same period in 2025 driven by the absence of related-party note conversions in the current period.

In the prior-year period we recognized a $1.2 million loss on extinguishment related to the conversion of related-party unsecured convertible notes held by Metaverse Horizon Limited (“MHL”), a related party.

During the three months ended March 31, 2025 MHL, a related party, converted outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock, resulting in an extinguishment loss.

No similar transactions occurred during the three months ended March 31, 2026.

Consolidated - Interest Expense

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Interest expense $ (2,478) $ (2,302) $ (176) 7.6 %

Interest expense increased by approximately $0.2 million for the three months ended March 31, 2026, compared to the same period in 2025.

This increase was primarily due to higher interest costs associated with our financial obligations related to the FF aiFactory California manufacturing facility in Hanford, California.

The interest expense on this financing obligation increases over time under the effective interest method, as the principal balance remains outstanding until maturity, with capitalized tenant improvement costs funded by a third party also increasing the carrying amount of the liability.

Consolidated - Loss on Digital Assets, net

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Net loss on digital assets $ (1,946) $ — $ (1,946) NM *

* NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a net loss on digital assets of $1.9 million related to digital assets held by AIXC.

The loss reflected realized losses from digital asset transactions and unrealized gains and losses from changes in the fair value of digital assets held as of March 31, 2026.

There was no comparable consolidated net loss on digital assets in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025 and did not hold digital assets within the Company’s consolidated results during the three months ended March 31, 2025.

Consolidated - Other Income, net

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Other income, net $ 2,252 $ 1,784 $ 468 26.2 %

Other income, net increased by $0.5 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by approximately $0.3 million of interest and investment income from AIXC, primarily related to interest income on the Marizyme note receivable and income earned on money market investments.

The increase also included higher net foreign currency transaction gains during the current period, recognized by the Company’s China subsidiary on U.S.

dollar-denominated debt balances due to Chinese yuan appreciated against the U.S.

Foreign currency effects related to the Company’s operations in the United Arab Emirates were not significant, as the U.A.E.

Dirham is pegged to the U.S.

AIEV Results of Operations

AIEV - Statements of Operations

Three Months Ended March 31,

(in thousands) 2026 2025

6 unchanged sentences

General and administrative 5,647 13,674

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

Asset impairment 138,483 7,673

Loss on disposal of property, plant, and equipment 328 44

Impairment of intangible assets, including goodwill 2,072 —

Total operating expenses 20,011 22,766

5 unchanged sentences

Interest expense (2,478) (2,302)

Related party interest expense — (7,812)

Other income, net 1,949 1,784

Loss before income taxes $ (36,363) $ (10,268)

Income tax expense (15) (3)

Net loss $ (357,141) $ (234,588)

Revenue (3-Month Overview)

Three Months Ended September 30,

(in thousands) 2025 2024 Amount %

Revenue $ 37 $ 9 $ 28 311.1 %

Revenue increased by $28 thousand for the three months ended September 30, 2025, compared to the same period in 2024.

The increase primarily reflects higher automotive sales revenue, which was $37 thousand in the current quarter that represents sales price of the vehicle sold in excess of co-creation expenses incurred in accordance with ASC 606 Revenue from Contracts with Customers .

We recognized no automotive leasing revenue in the current quarter compared to $9 thousand in the prior‑year quarter.

One vehicle was sold and delivered under a co‑creation arrangement with a promotional partner during the current quarter.

Revenue (9-Month Overview)

Nine Months Ended September 30, Change

AIEV - Revenue

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Revenue $ 224 $ 316 $ (92) (29.1) %

Revenue increase d by $103 thousand for the nine months ended September 30, 2025, compared to the same period in 2024.

During the current year we recognized $37 thousand in automotive sales and $370 thousand in leasing revenue.

During the comparative prior year we recognized $312 thousand in automotive sales, and adjusted leasing revenue downwards by $8 thousand.

The amount of automotive sales recognized represents sales price of the vehicle sold in excess of co-creation expenses incurred in accordance with ASC 606 Revenue from Contracts with Customers .

Two vehicles were delivered in 2025 versus three in 2024.

Cost of Revenue (3-Month Overview)

Three Months Ended September 30,

(in thousands) 2025 2024 Amount %

Cost of revenue $ 34,256 $ 21,453 $ 12,803 59.7 %

Cost of revenue increased by $12.8 million for the three months ended September 30, 2025, compared to the same period in 2024.

The increase reflects higher depreciation as additional tooling, machinery, and equipment were placed into service, along with higher facility lease and equipment-financing costs to support production readiness at our California manufacturing facility and an overseas pilot facility in the UAE.

In addition, the Company recorded a significant increase in inventory reserves to address aging or excess materials and components that no longer align with current build plans.

Changes in tariff rates on certain imported parts also contributed to these reserves by rendering select legacy components uneconomic to use.

For the three months ended September 30, 2025, the Company recorded approximately $7.1 million of additions to the inventory reserve, compared to an immaterial net change in the three months ended September 30, 2024.

The inventory reserve increased from approximately $2.8 million at September 30, 2024 to approximately $14.2 million at September 30, 2025.

Cost of Revenue (9-Month Overview)

Nine Months Ended September 30, Change

Revenue decreased by $92 thousand for the three months ended March 31, 2026, compared to the same period in 2025 .

The decrease was primarily due to lower FF vehicle revenue, partially offset by the recognition of $208 thousand of automotive sales revenue from sales of FX Super One vehicles in the U.A.E.

The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of FX Super One vehicles.

Revenue from FF vehicles was $16 thousand for the three months ended March 31, 2026, consisting of operating lease revenue, compared to $316 thousand for the same period in 2025 , consisting of $265 thousand of operating lease revenue and $51 thousand of sales-type lease revenue.

The Company did not recognize FF automotive sales revenue during either period.

The co-creation fees recorded as a reduction of revenue under ASC 606 were$186 thousand for the three months ended March 31, 2026, compared to $263 thousand for the same period in 2025 .

Looking ahead, the Company intends to continue advancing commercialization of the FX Super One while continuing limited-volume FF 91 deliveries and related leasing activities.

The Company is also working on a model of the FX Super One for the U.S.

Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity.

As the FX Super One moves through their planned ramp-up phases, vehicle sales and related leasing activities are expected to become more meaningful drivers of consolidated revenue.

The timing and extent of revenue growth will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

AIEV - Cost of Revenue

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Cost of revenue $ 11,746 $ 21,381 $ (9,635) (45.1) %

Cost of revenue increased by $19.4 million for the nine months ended September 30, 2025, compared to the same period in 2024.

he increase reflects higher depreciation as additional tooling, machinery, and equipment were placed into service, along with higher facility lease and equipment-financing costs to support production readiness at our California manufacturing facility and an overseas pilot facility in the UAE.

In addition, the Company recorded a net increase in inventory reserves to address aging or excess materials and components that no longer align with current build plans.

Changes in tariff rates on certain imported parts contributed to these reserve set-ups by rendering select legacy components uneconomic to use.

Net additions to the inventory reserve totaled approximately $10.9 million for the nine months ended September 30, 2025 (including approximately $7.1 million in the third quarter), compared to an immaterial net change for the nine months ended September 30, 2024.

The inventory reserve increased from approximately $2.8 million at September 30, 2024 to approximately $14.2 million at September 30, 2025.

Research and Development (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Research and development $ 6,640 $ 5,180 $ 1,460 28.2 %

R&D expense increased by $1.5 million for the three months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $3.3 million rise in operating consumables and equipment rental, including costs related to prototype parts, vehicle purchases for testing, and equipment and services supporting the development of the FX vehicle platform.

These increases were partially offset by a $1.0 million reduction in wages, benefits, and related personnel costs, as well as a $0.6 million decrease in other R&D-related IT expenses.

Current R&D efforts are focused on final validation, homologation, and production readiness of the FX Super One vehicle.

Activities during the quarter included performance testing, engineering refinement, and supplier integration in preparation for initial production.

The Company also supported early technical operations in the United Arab Emirates (UAE) to align engineering standards and tooling for future regional assembly under its global bridge strategy.

As the Company transitions from intensive R&D to commercialization, resources are being allocated toward manufacturing engineering, quality assurance, and process optimization.

Internal R&D activity remains centered on improving vehicle performance, safety systems, and software functionality while maintaining coordination with external technology and supply-chain partners to ensure readiness for scaled production.

Research and Development (9-Month Overview)

Nine Months Ended September 30, Change

Cost of revenue decreased by $9.6 million for the three months ended March 31, 2026, compared to the same period in 2025.

AIEV - Research and Development

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Research and development $ 6,986 $ 6,419 $ 567 8.8 %

R&D expense increased by $2.9 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $5.8 million rise in operating consumables and equipment rental—reflecting higher costs for prototype parts, vehicle purchases for testing, and services supporting development of the FX vehicle platform—as well as $2.4 million of lower cost allocations to cost of sales in the current period.

These increases were partially offset by a $4.2 million reduction in IT-related R&D expenses and a $0.6 million decrease in wages and related benefits.

Throughout 2025, R&D activities have primarily supported the FX Super One program through final validation, U.S.

homologation testing, and production readiness efforts.

Development work has included vehicle performance and durability testing, integration of Advanced Driver Assistance Systems (ADAS), supplier coordination, and prototype tooling.

The Company also provided engineering support for technical preparations in the United Arab Emirates (UAE) to align manufacturing standards and production planning under its global bridge strategy.

As the Company progresses from an R&D-intensive phase toward commercial production, resources are being strategically allocated to manufacturing engineering, quality validation, and process optimization.

Current R&D initiatives remain focused on vehicle performance, safety system enhancements, and software refinement, in close collaboration with key technology and supply-chain partners to ensure readiness for scalable FX Series production.

Sales and Marketing (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Sales and marketing $ 6,380 $ 2,601 $ 3,779 145.3 %

Sales and marketing expense increased by $3.8 million for the three months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $2.9 million rise in marketing expenses related to the launch and promotion of the FX Super One, which debuted in July.

This increase was largely attributable to campaign activities executed by our U.S.

marketing team, including expanded influencer and social media initiatives, promotional content development, and digital media placements aimed at building awareness and customer engagement around the new vehicle.

Additionally, marketing costs rose in our Middle East operations due to increased event-based outreach and brand activation efforts designed to support entry into new international markets.

The remaining $0.8 million increase was due to higher wages and benefits, primarily reflecting staffing to support expanded marketing efforts during the launch period.

These investments reflect the Company’s strategic focus on product visibility, brand development, and customer engagement as it transitions further into the commercialization phase of the FX product line.

The marketing strategy emphasizes building awareness and credibility through curated events, limited-scale experiential programs, and earned-media exposure rather than large-scale paid advertising.

Although headcount within the sales and marketing function remains lean, the Company continues to leverage its Co-Creation marketing model, which integrates key opinion leaders, early adopters, and strategic partners into launch activities and promotional campaigns.

This approach has expanded brand visibility and contributed to increased customer reservations while maintaining disciplined spending.

The Company expects to continue utilizing high-impact events and digital platforms to deepen market penetration and strengthen global brand positioning as FX Super One deliveries approach.

Sales and Marketing (9-Month Overview)

Nine Months Ended September 30, Change

R&D expense increased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025.

These increases were partially offset by a $1.2 million reduction in wages and related benefit, including lower bonus expense.

During the three months ended March 31, 2026, the Company continued R&D activities primarily supporting the FX Super One program, including final validation, U.S.

homologation testing, and production readiness initiatives.

Development efforts included vehicle performance and durability testing, integration of ADAS, supplier coordination, and prototype tooling.

The Company also provided engineering support for technical preparations in the U.A.E.

to align manufacturing standards and production planning under its global bridge strategy.

Current R&D initiatives remain focused on vehicle performance, safety system enhancements, software refinement platform development, in collaboration with key technology and supply-chain partners to support scalable FX Series production readiness.

Activities under this agreement are expected to facilitate commercial production readiness, with associated costs incurred primarily as development and engineering expenditures.

AIEV - Sales and Marketing

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Sales and marketing $ 4,978 $ 2,629 $ 2,349 89.3 %

Sales and marketing expense increased by $4.0 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $4.6 million rise in marketing expenses related to the launch and promotion of the FX Super One, including digital campaigns, content development, influencer engagement, and event activations primarily led by the U.S.

Sales and marketing expense increased by $2.3 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by a $1.2 million rise in marketing expenses related to the launch and promotion of the FX Super One, including digital campaigns, content development, influencer engagement, and event activations.

Additional costs were incurred from expanded marketing activities in the Middle East to support brand visibility in international markets.

Compensation costs increased by $0.9 million, reflecting selective additions to sales and marketing personnel and other related payroll costs.

These increases were partially offset by a $1.4 million decrease in rent and related expense.

Throughout 2025, the Company has executed an efficient and event-driven marketing strategy centered on its Co-Creation model, which engages industry leaders, influencers, and early adopters to promote the brand and its vehicles.

Using this approach, the Company expanded its global presence through high-impact events, including the FX Super One global launch in Los Angeles, the Pebble Beach showcase, and the 919 Futurist Day & Stockholders’ Community Day.

These initiatives strengthened brand awareness and customer engagement while maintaining disciplined marketing spend and optimized resource allocation.

The Company also advanced its international marketing footprint, particularly in the Middle East, through localized brand activations, regional events, and customer outreach aligned with future market entry plans.

These activities enhanced global brand recognition and contributed to increased FX Super One reservations.

The combination of targeted experiential events, digital marketing initiatives, and strategic influencer partnerships has enabled the Company to sustain brand momentum and visibility while controlling overall marketing costs.

General and Administrative (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

General and administrative $ 19,690 $ 8,278 $ 11,412 137.9 %

General and administrative expense decreased by $11.4 million for the three months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $3.7 million rise in wages and benefit costs, due to higher headcount in both the U.S.

and China, as well as a legal bonus paid in accordance with a contractual agreement.

Professional fees increased by $3.1 million, reflecting higher legal expenses and service costs under the FFGP agreement.

In addition, operating consumables and equipment rentals increased by $2.7 million, and a $1.5 million increase in depreciation and amortization.

These increases reflect ongoing support for corporate operations and strategic initiatives during the period.

This net increase primarily reflects higher corporate activity during the period, including expanded legal, Sarbanes-Oxley compliance, and professional service costs.

Throughout the quarter, the Company supported ongoing regulatory and governance matters, including costs related to the SEC and temporary governance adjustments.

In addition, higher staffing levels in both the U.S.

and China contributed to increased wages and benefits, while consulting and operational support costs rose in connection with strategic initiatives and global administrative coordination.

These increases were partially offset by continued efficiency efforts, such as vendor consolidation and administrative process streamlining, which are expected to moderate future expense growth.

General and Administrative (9-Month Overview)

Nine Months Ended September 30, Change

These increases also include $0.7 million increase in rent and related expense and a $0.3 million increase in wages and related benefits costs.

Throughout 2025 to present, the Company continues to execute an event-driven marketing strategy centered on its Co-Creation model, engaging industry leaders, influencers, and early adopters to promote the brand and its vehicles.

This approach supported expanded global visibility through high-profile activations, including the FX Super One global launch in Los Angeles, participation in the Pebble Beach automotive showcase, and the 919 Futurist Day & Stockholders’ Community Day.

These initiatives were designed to strengthen brand awareness and customer engagement while maintaining disciplined marketing spend and focused resource allocation.

These efforts contributed to increased brand recognition and FX Super One reservation activity.

The combination of experiential events, digital marketing initiatives, and strategic influencer partnerships supported sustained brand momentum while managing overall marketing costs.

Looking ahead, the Company expects marketing activities to remain aligned with its transition toward commercial production of the FX Series, with continued emphasis on targeted launch events, digital engagement, and market-specific activation strategies designed to support reservation conversion and brand positioning in priority regions.

In the first quarter of 2026, the Company expanded its brand and technology outreach to include robotics-related initiatives, leveraging its intelligent mobility platform and AI capabilities.

Marketing efforts associated with this initiative are intended to introduce the Company’s broader technology ecosystem and support long-term brand diversification beyond electric vehicles.

AIEV - General and

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

General and administrative $ 5,647 $ 13,674 $ (8,027) (58.7) %

General and administrative expense increased by $8.1 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase was primarily driven by a $8.5 million rise in wages and benefit costs due to increased headcount and a egal bonus paid under a contractual agreement.

Professional fees increased by $4.4 million, reflecting higher legal expenses, audit and advisory fees, SOX compliance support, and services provided under the FFGP agreement.

increases were partially offset by a $4.4 million reduction in insurance costs, primarily due to lower directors and officers (D&O) insurance premiums and other corporate insurance savings.

Throughout 2025, the Company continued to experience elevated general and administrative costs as it managed increased legal, compliance, and governance requirements.

These included expenses related to the SEC investigation, implementation of temporary governance adjustments, and enhanced Sarbanes-Oxley compliance activities.

Additional professional service costs were incurred for legal, audit, and advisory support, as well as consulting fees associated with strategic and operational initiatives.

Staffing levels remained higher year-over-year in both the U.S.

and China to support these functions, contributing to increased wages and benefits.

While efficiency programs such as vendor consolidation, office space optimization, and administrative streamlining helped partially offset these increases, overall G&A expenses remained higher due to the Company’s ongoing regulatory, compliance, and governance commitments.

Asset Impairment (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Asset impairment $ 138,483 $ 57 $ 138,426 NM*

NM = not meaningful

During the three months ended September 30, 2025, we recorded an $138.5 million impairment loss related to long-lived assets, which based on the findings of an independent third-party tangible asset valuation study, the Company recorded an impairment charge of $8.5 million and $130.0 million, related to Deposits and Other Current Assets and Property, Plant, and Equipment, Net , respectively.

The impairment charge in the current year quarterly period 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.

During the three months ended September 30, 2024, we recorded a $0.1 million impairment loss related to lease right-of-use (“ROU”) assets.

This loss was associated with our decision to exit a leased store facility, a research facility, and an administrative office in China.

These actions were part of broader efforts to negotiate early lease terminations with landlords and streamline our global footprint.

Asset Impairment (9-Month Overview)

Nine Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Asset impairment $ 138,483 $ 7,673 $ 130,810 NM*

NM = not meaningful

During the nine months ended September 30, 2025, we recorded a $138.5 million impairment loss related to long-lived assets, which based on the findings of an independent third-party tangible asset valuation study, the Company recorded an impairment charge of $8.5 million and $130.0 million, related to Deposits and Other Current Assets and Property, Plant, and Equipment, Net , respectively.

The impairment in the current-year period 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.

During the nine months ended September 30, 2024, we recorded a $7.7 million impairment loss related to lease right-of-use (“ROU”) assets.

This loss resulted from moving out of a leased store facility, a leased research facility, and an administrative facility in China, as we worked with landlords to negotiate the related lease terminations.

Loss (gain) from disposal of property, plant and equipment (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Loss on disposal of property, plant, and equipment $ 1,395 $ 2,582 $ (1,187) (46.0) %

Loss on disposal of property, plant, and equipment increased by approximately $1.2 million for the three months ended September 30, 2025, compared to the same period in 2024.

We dispose of equipment when the assets become obsolete, costly to maintain, or are replaced by more efficient technologies.

Loss (gain) from disposal of property, plant and equipment (9-Month Overview)

Nine Months Ended September 30, Change

General and administrative expense decreased by $8.0 million for the three months ended March 31, 2026, compared to the same period in 2025.

The decrease was primarily driven by a $8.7 million decrease in professional fees, reflecting reimbursements of legal expenses.

These decreases were partially offset by $1.6 million increase due to higher payroll costs.

During the three months ended March 31, 2026, the Company continued to incur general and administrative costs associated with legal, compliance, governance, public company reporting, and strategic initiatives.

These activities included matters related to the conclusion of an SEC investigation, ongoing legal and advisory support, corporate governance and compliance activities, and support for financing, capital markets, AIXC integration, expansion into the U.A.E., and Robotics-related strategic initiatives.

Payroll costs also increased year-over-year as the Company maintained personnel and management resources to support these expanded activities.

Although general and administrative expense decreased compared to the prior-year period, the Company expects G&A costs to continue to reflect the level of legal, compliance, reporting, and strategic activity required to support its evolving business operations.

AIEV - Loss from disposal of property, plant and equipment

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on disposal of property, plant, and equipment $ 328 $ 44 $ 284 645.5 %

Loss on disposal of property, plant, and equipment increased by approximately $0.8 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Loss on disposal of property, plant, and equipment increased by approximately $0.3 million for the three months ended March 31, 2026, compared to the same period in 2025.

We dispose of equipment when the assets become obsolete, costly to maintain, or are replaced by more efficient technologies.

Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options (3-Month Overview)

Three Months Ended September 30, Change

AIEV - Goodwill Impairment

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of notes payable, warrant liabilities, and derivative call options $ 31,341 $ 8,287 $ 23,054 278.2 %

During the three months ended September 30, 2025 we recognized an aggregate day-one loss of $24.4 million related to the initial measurement of SPA Portfolio Notes, Warrants and Incremental Warrants as compared to $9.7 million during the same period in 2024.

The 2025 day-one loss was offset by gain from subsequent fair value remeasurement of $58.8 million and $18.8 million, respectively.

The downward re-measurement was primarily driven by decreases in the Company’s stock price at the end of the period compared to preceding three month.

The increase in gains from re-measurement in the total monetary impact was attributable to the following factors.

During the three months ended September 30, 2025 we recognized a $26.5 million gain from the change in fair value of the Incremental Warrants.

Comparable instrument outstanding during the three months ended September 30, 2024 were assigned a fair value of zero, as their terms and market conditions resulted in no economic value being attributed to them as of the measurement date.

During the three months ended September 30, 2025 we recognized a $14.2 million gain from the change in fair value of the SPA Portfolio warrants compared to a $3.9 million gain during the same period in 2024.

This increase was largely driven by the year-over-year growth in the number of SPA Portfolio warrants outstanding.

Beginning in the second half of 2024, we began issuing SPA Portfolio warrants equal to 100% of the shares issuable upon conversion of the aggregate principal amount of the applicable SPA Portfolio Note, significantly increasing the number of warrants outstanding year over year.

As of September 30, 2025 there were 54,718,369 SPA Portfolio liability classified third party warrants outstanding compared to 5,931,638 outstanding as of September 30, 2024.

Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options (9-Month Overview)

Nine Months Ended September 30, Change

Impairment of intangible assets, including goodwill $ 2,072 $ — $ 2,072 NM

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $2.1 million related to goodwill recognized in connection with the AIXC acquisition and assigned to the Company’s AIEV reporting unit.

In connection with the impairment assessment under ASC 350, management compared the estimated fair value of the AIEV reporting unit to its carrying value.

The estimated fair value was supported primarily by a market-based valuation approach that considered relevant market indicators, including the Company’s market capitalization, trading volume, market liquidity, and other observable market data.

Following the acquisition, the Company identified impairment indicators, including continued operating losses and volatility in market valuation, which resulted in the reporting unit’s estimated fair value falling below its carrying amount.

Accordingly, the Company recognized an impairment charge limited to the recorded goodwill balance.

AIEV - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of notes payable, warrant liabilities, and derivative call options $ 2,691 $ 51,458 $ (48,767) (94.8) %

During the nine months ended September 30, 2025 we recognized an aggregate day-one loss of $60.5 million related to the initial measurement of SPA Portfolio Notes, Warrants and Incremental Warrants, as compared to $8.9 million during the same period in 2024.

This loss was offset by a net gain from subsequent remeasurement of $102.5 million and $39.7 million, respectively.

Our outstanding notes and warrants were remeasured at predominantly lower fair values due to pricing inputs that use the market price of our Common Stock, which experienced a decline during the period.

The fair value of the SPA Portfolio Notes and associated warrants is influenced by the relationship between the Company’s stock price and the applicable conversion or exercise prices.

As of September 30,, the stock price was $1.30, compared to a weighted average conversion price of $1.66 for the SPA Portfolio Notes and warrant exercise prices ranging from $1.16 to $2.02.

While some instruments remained in-the-money, the narrowing spread relative to December 31, 2024 — when the stock price was $2.43 — reduced their intrinsic value.

This decline in intrinsic value contributed to the decrease in fair value and the resulting net gains recognized during the period.

Specifically, during the nine months ended September 30, 2025 we recognized a $50.1 million net gain from the change in fair value of the Incremental Warrants.

There was no comparable instrument outstanding during the nine months ended September 30, 2024.

During the nine months ended September 30, 2025 we recognized a $21.3 million net gain from the change in fair value of the third party SPA Portfolio Note warrants compared to a $3.9 million net gain during the

same period in 2024.

This increase was largely driven by the year-over-year growth in the number of SPA Portfolio Note warrants outstanding.

Beginning in the second half of 2024, we began issuing SPA Portfolio Note warrants equal to 100% of the shares issuable upon conversion of the aggregate principal amount of the applicable SPA Portfolio Note, significantly increasing the number of warrants outstanding year over year.

As of September 30, 2025 there were 54,718,369 SPA Portfolio third party warrants outstanding compared to 5,931,638 outstanding as of September 30, 2024.

Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ 2,144 $ 654 $ 1,490 227.8 %

The gain from Change in fair value of related party notes payable, warrant liabilities, and derivative call options increased by $1.5 million for the three months ended September 30, 2025, when compared with the same period in 2024.

The increase was primarily driven by a higher volume of related party instruments outstanding during the 2025 period.

During the nine months ended September 30, 2025, we issued to a related party 2025 March Unsecured SPA Notes and associated common stock warrants and Incremental Warrants.

As of September 30, 2025, all of the common stock warrants and Incremental Warrants remained outstanding.

The fair value of our related party instruments decreased during the period ended September 30, 2025, primarily due to a decrease in our Class A Common Stock price over the quarter.

This resulted in recognized gains of approximately $1.0 million related to the common stock warrants and approximately $1.1 million, related to the Incremental Warrants.

There was no significant related party debt or warrant instruments outstanding or activity during the three months ended September 30, 2024.

Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities (9-Month Overview)

Nine Months Ended September 30, Change

Change in fair value of notes payable, warrant liabilities, and derivative call options was a gain of $2.7 million for the three months ended March 31, 2026 , compared to a gain of $51.5 million for the same period in 2025, representing a $48.8 million decrease in gain.

The decrease was primarily due to significantly larger fair value remeasurement gains recognized in the prior-year period, partially offset by current-period fair value gains related to outstanding notes payable, warrant liabilities, and derivative call options.

During the three months ended March 31, 2025, the Company recognized significant gains from decreases in the fair value of notes payable, warrant liabilities, and derivative call options, including gains related to SPA Portfolio Notes, warrants, and Incremental Warrants.

These gains were primarily driven by a decline in the Company’s stock price from temporarily elevated levels as of December 31, 2024, when a larger portion of the Company’s equity-linked instruments was deeply in-the-money and highly sensitive to changes in the Company’s stock price.

During the three months ended March 31, 2026 , the Company also experienced stock price volatility;

however, the fair value impact was less pronounced because certain instruments had moved closer to at-the-money or out-of-the-money levels, reducing their sensitivity to further stock price decreases.

Changes in fair value during the period were also affected by the terms of the Company’s hybrid instruments, including conversion price resets, full-ratchet anti-dilution provisions warrant features, derivative call options, volatility assumptions, and changes in the outstanding instrument population.

Certain conversions during the period were effected at prices below the stated conversion prices and triggered full-ratchet anti-dilution adjustments on other outstanding instruments, which affected the fair value remeasurement results.

As a result, the Company recognized more limited net fair value remeasurement gains in the current period compared to the prior-year period.

Current-period activity also reflected new note issuances, debt conversions, and fair value adjustments during the three months ended March 31, 2026 .

Third-party notes payable decreased from $60.7 million as of December 31, 2025 to $46.4 million as of March 31, 2026, primarily reflecting $25.3 million of debt converted into equity, partially offset by $5.9 million of new issuances and $5.2 million of fair value adjustments.

AIEV - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ 1,439 $ (277) $ 1,716 (619.5) %

The Change in fair value of related party notes payable, warrant liabilities, and derivative call options increased by $3.6 million for the nine months ended September 30, 2025, when compared with the same period in 2024.

Significant driving factors include (1) an increase in related party activity, such as issuance and conversion of the related party 2025 March Unsecured SPA Notes, warrants, and Incremental Warrants and (2) the recognition of day-one losses upon issuance of related party 2025 March Unsecured SPA Notes and associated instruments.

We issued $4.7 million of rel ated party SPA Portfolio Notes during the nine months ended September 30, 2025.

Upon issuance the Company recognized a day-one loss of $3.6 million, as the combined fair valu e of the SPA Portfolio Note, SPA Portfolio Note Warrant, and Incremental Warrant exceeded the cash proceeds received.

These issuance-date losses were further offset by net $0.5 million gain from the remeasurement of related party notes payable, related party warrant liabilities, and related party Incremental Warrants as of September 30, 2025.

The fair value of our related party instruments decreased during the period ended September 30, 2025, primarily due to a decrease in our Class A Common Stock price over the period since the first issuance of 2025 March Unsecured SPA Notes to related parties in March 2025.

There was no significant related party debt activity during the nine months ended September 30, 2024.

Loss on Settlement of Notes Payable (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Loss on settlement of notes payable $ (46,517) $ (59,128) $ 12,611 (21.3) %

The $12.6 million period-over-period decrease in Loss on settlement of notes payable primarily reflects the significantly lower volume of the of debt converted during the 2025 period, partially offset by a higher loss recognized per dollar of principal converted in the 2025 period.

During the three months ended September 30, 2025, the Company converted $34.4 million of SPA Notes into 30,945,927 shares of Class A common stock, compared to $62.0 million converted into $19,112,032 shares during the same period in 2024.

Although more shares were issued per dollar of principal converted during the 2025 period, the average fair value of those shares was substantially lower due to the decline in the Company’s stock price.

More investor-favorable conversion pricing, arising from the December 2024 SPA and the full anti-ratchet provisions in the Company’s convertible instruments, increased the number of shares required to settle each dollar of debt.

During the three months ended September 30, 2025, the Company’s stock price experienced a temporary increase, stimulating the Note conversion at that time.

Consequently, the fair value of equity delivered exceeded the fair value of the notes converted by a greater extent, resulting in a higher loss on extinguishment per dollar of principal the three months ended September 30, 2025.

Loss on Settlement of Notes Payable (9-Month Overview)

Nine Months Ended September 30, Change

Change in fair value of related party notes payable, warrant liabilities, and derivative call options decreased by $1.7 million for the three months ended March 31, 2026 , compared to the same period in 2025.

The increase was primarily due to current-period fair value changes associated with related-party warrant liabilities and derivative call options, compared to smaller fair value gains in the prior-year period related to related-party unsecured convertible notes.

During the three months ended March 31, 2025, the Company recognized fair value gains related to related-party convertible instruments, including unsecured convertible notes issued to MHL, a related party.

The prior-year gains were primarily driven by decreases in the fair value of related-party unsecured convertible notes as the Company’s stock price declined during the period.

During the three months ended March 31, 2026, the change in fair value was larger than in the prior-year period due to changes in the valuation of related-party instruments subject to fair value measurement, including the impact of stock price movements, volatility assumptions, conversion or settlement features, and other instrument-specific terms.

As with the Company’s third-party instruments, the fair value of related-party instruments does not move linearly with changes in the Company’s stock price because the instruments include features such as conversion rights, full-ratchet anti-dilution provisions, and other settlement mechanics.

AIEV - Loss on Settlement of Notes Payable

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on settlement of notes payable $ (8,431) $ (15,920) $ 7,489 (47.0) %

The $32.6 million period-over-period decrease in Loss on settlement of notes payable reflects both a lower loss recognized per dollar of principal converted in 2025 and, to a lesser extent, a lower volume of the of debt conversions.

During the nine months of 2025, the Company converted $89.2 million of principal into 82,657,564 shares of Class A common stock, compared to $96.3 million of principal converted into 29,117,806 shares during the nine months of 2024.

Although more shares were issued per dollar of principal converted in 2025, the average fair value of those shares was substantially lower due to the decline in the Company’s stock price.

The nine-month average loss per dollar of principal declined to $0.95 in 2025 from $1.19 in 2024.

This period-over-period improvement was primarily driven by differences in conversion pricing mechanics and the relative timing of stock price movements between the periods.

During the first six months of 2024, conversions occurred at fixed conversion prices in an environment where the Company’s stock price increased prior to settlement, resulting in higher extinguishment losses as the fair value of equity delivered exceeded the carrying amount of the debt extinguished.

In contrast, the 2025 conversions incorporated variable pricing features for the whole period that generally reduced the differential between the fair value of equity issued and the carrying amount of the Notes settled, particularly during periods of lower and less volatile stock prices.

Additionally, the lower loss per dollar in 2025 reflects the reduced contractual interest rate on the notes (10% in 2025 versus 15% in 2024) and the absence of make-whole provisions that were applicable to certain conversions during the first half of 2024.

Loss on Settlement of Related Party Notes Payable (3-Month Overview)

Three Months Ended September 30, Change

(in thousands) 2025 2024 Amount %

Loss on settlement of related party notes payable $ — $ — $ — — %

There were no related party conversion activity in either of the periods.

Loss on Settlement of Related Party Notes Payable (9-Month Overview)

Nine Months Ended September 30, Change

Loss on settlement of notes payable decreased by $7.5 million, for the three months ended March 31, 2026 compared to the same period in 2025.

The favorable variance was primarily driven by a lower loss recognized per dollar of principal converted, which more than offset a higher level of conversion activity in the current period.

During the three months ended March 31, 2026, the Company converted approximately $28.4 million of principal into Class A Common Stock, compared to approximately $28.5 million of principal converted during the same period in 2025.

Despite the higher principal amount converted in the current period, the loss on settlement decreased because the average loss recognized per dollar of principal converted declined significantly.

During the three months ended March 31, 2025, the Company’s stock price was materially above the applicable conversion floor prices for certain converting instruments.

As a result, the fair value of shares issued upon conversion exceeded the carrying amount of the debt extinguished by a greater amount, resulting in higher settlement losses, particularly for conversions of Junior Secured SPA Notes and 2023 Unsecured SPA Notes.

During the three months ended March 31, 2026, the Company’s stock price had declined to levels closer to the applicable contractual conversion price floors for certain instruments, narrowing the in-the-money spread and reducing the loss recognized on settlement despite the higher volume of principal converted.

The current-period loss primarily related to conversions of 2023 Unsecured SPA Notes, Junior Secured SPA Notes, 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes, and 2025 July Unsecured SPA Notes.

These conversions resulted in settlement losses of approximately $8.4 million in the aggregate for the three months ended March 31, 2026, compared to approximately $15.9 million in the prior-year period.

AIEV - Loss on Settlement of Related Party Notes Payable

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Loss on settlement of related party notes payable $ — $ (1,180) $ 1,180 (100.0) %

During the nine months ended September 30, 2025 a related party converted various notes with an aggregate principal of $3.6 million in exchange for 3,370,561.00 shares of our Class A Common Stock.

We recognized a $3.0 million Loss on

settlement of related party notes payable for the difference between the fair value of the shares issued and the fair value of the debt.

During the nine months ended September 30, 2024 we recognized a $14.1 million loss on related party notes related to interest, penalties, and principal increases resulting from our breach of the agreement with Chongqing Leshi Small Loan Co., Ltd.

(“Chongqing”), as discussed in Note 9, Related Party Transactions in the notes to the Unaudited Condensed Consolidated Financial Statements.

There was no breach of our agreement with Chongqing during the nine months ended September 30, 2025 and 2024.

Interest Expense (3-Month Overview)

Three Months Ended September 30, Change

Loss on settlement of related party notes payable decreased by $1.2 million for the three months ended March 31, 2026, compared to the same period in 2025.

The decrease was due to the absence of related-party note conversions during the current period, compared to a loss recognized in the prior-year period from the conversion of related-party unsecured convertible notes.

No comparable related-party note conversion occurred during the three months ended March 31, 2026.

AIEV - Interest Expense

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Interest expense $ (2,478) $ (2,302) $ (176) 7.6 %

Interest expense decreased by approximately $0.8 million for the three months ended September 30, 2025, compared to the same period in 2024.

This decrease primarily reflects the allocation of interest expense between reporting quarters, partially offset by higher interest costs associated with our financial obligations related to the FF ieFactory California manufacturing facility in Hanford, California.

Interest expense increased by approximately $0.2 million for the three months ended March 31, 2026, compared to the same period in 2025.

This increase was primarily due to higher interest costs associated with our financial obligations related to the FF aiFactory California manufacturing facility in Hanford, California.

Interest Expense (9-Month Overview)

Nine Months Ended September 30, Change

AIEV - Other Income, net

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Interest expense $ (5,358) $ (5,386) $ 28 (0.5) %

Interest expense decreased by approximately $0.8 million for the nine months ended September 30, 2025, compared to the same period in 2024.

This decrease was primarily due to interest expense allocated to construction in progress, partially offset by higher interest costs associated with our financial obligations related to the FF ieFactory California manufacturing facility in Hanford, California.

Related Party Interest Expense (3-Month Overview)

Three Months Ended September 30, Change

Other income, net $ 1,949 $ 1,784 $ 165 9.2 %

Other income, net increased by $0.2 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by lower foreign currency transaction losses in 2025.

Although the Chinese yuan appreciated against the U.S.

dollar during the current period, overall exchange rate movements were less volatile than the U.S.

dollar appreciation experienced in 2025, resulting in a reduced foreign currency impact on the Company’s RMB-denominated monetary balances.

Foreign currency effects related to the Company’s operations in the United Arab Emirates were not significant, as the U.A.E.

Dirham is pegged to the U.S.

Robotics Results of Operations

Robotics - Statements of Operations

Three Months Ended March 31,

(in thousands) 2026 2025

Revenue $ 288 $ —

Cost of revenue 144 —

Gross profit $ 144 $ —

Robotics - Revenue

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Related party interest expense $ — $ (1,212) $ 1,212 (100.0 %)

Related party interest expense decreased by $1.2 million for the three months ended September 30, 2025, compared to the same period in 2024.

The decrease was primarily driven by our default in the first quarter of 2024 on the loan with our related party lender, Chongqing, which triggered retroactive interest charges and penalties under the prior agreement.

Under the revised loan agreement, no interest is incurred unless the Company defaults.

Related Party Interest Expense (9-Month Overview)

Nine Months Ended September 30, Change

Revenue $ 288 $ — $ 288 — %

Revenue increase d by $288 thousand for the three months ended March 31, 2026 , compared to the same period in 2025.

The increase was primarily due to the recognition $288 thousand of Robotics revenue from sales of Robotics products during the three months ended March 31, 2026 .

The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of Robotics products.

The co-creation fees recorded as a reduction of revenue under ASC 606 were $12 thousand for the three months ended March 31, 2026, compared to none for the same period in 2025.

Looking ahead, the Company intends to continue advancing commercialization of Robotics products.

Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity.

As Robotics products move through their planned ramp-up phases, Robotics product sales are expected to become more meaningful drivers of consolidated revenue.

The timing and extent of revenue growth, if any, will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

Robotics - Cost of Revenue

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Related party interest expense $ — $ (7,812) $ 7,812 (100.0 %)

Related party interest expense decreased by $7.8 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Under the revised loan agreement, no interest is incurred unless the Company defaults.

Other Expense, net (3-Month Overview)

Three Months Ended September 30, Change

Cost of revenue $ 144 $ — $ 144 — %

Cost of revenue increased by $144 thousand for the three months ended March 31, 2026, compared to the same period in 2025.

Cost of Robotics revenue includes product costs, freight, and import fees.

AIXC Results of Operations

AIXC - Statements of Operations

Three Months Ended March 31,

(in thousands) 2026 2025

Operating expenses

Research and development $ 4 $ —

Sales and marketing 638 —

General and administrative 3,548 —

Impairment of intangible assets, including goodwill 183 —

Credit loss expense - short-term note receivable 143 —

Total operating expenses 4,516 —

Loss from operations (4,516) —

Change in fair value of notes payable, warrant liabilities, and derivative call options 80 —

Net loss on digital assets (1,946) —

Other income, net 303 —

Loss before income taxes $ (6,079) $ —

AIXC - Research and Development

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Other (loss) income, net $ (99) $ 361 $ (460) (127.4 %)

Other loss, net decreased by approximately $0.5 million for the three months ended September 30, 2025, compared to the same period in 2024.

he decrease was primarily due to a smaller foreign‑currency transaction loss because the Chinese yuan appreciated against the U.S.

dollar during the current period, but the magnitude of the currency movement was less extreme than the U.S.

dollar’s appreciation in 2024.

This improvement was partially offset by a $0.5 million loss realized on crypto assets, for which there was no comparable activity in the prior‑year period.

Other Expense, net (9-Month Overview)

Nine Months Ended September 30, Change

Research and development $ 4 $ — $ 4 NM *

NM = not meaningful

R&D expense increased by $4 thousand for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was due to minimal research and development activity at AIXC, which had no comparable consolidated

amount in the prior-year period because AIXC was acquired in the third quarter of 2025.

The impact on consolidated results was immaterial.

AIXC - General and Administrative

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Other income, net $ 1,475 $ 599 $ 876 146.2 %

Other income, net increased by $876 for the nine months ended September 30, 2025, compared to the same period in 2024.

he decrease was primarily due to a smaller foreign‑currency transaction loss because the Chinese yuan appreciated against the U.S.

dollar during the current period, but the magnitude of the currency movement was less extreme than the U.S.

dollar’s appreciation in 2024.

This improvement was partially offset by a $0.5 million loss realized on crypto assets, for which there was no comparable activity in the prior‑year period.

General and administrative $ 3,548 $ — $ 3,548 NM *

NM = not meaningful

General and administrative expense increased by $3.5 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase reflects AIXC’s current-period operating activity following its acquisition, primarily driven by approximately $1.9 million of professional-service costs, including legal, accounting, consulting, investor relations, and director-related costs;

approximately $0.5 million of master service fees charged by the Company’s AIEV reporting segment;

approximately $0.7 million of personnel-related costs;

and approximately $0.3 million of insurance expense.

Because AIXC was acquired in the third quarter of 2025, there was no comparable consolidated amount in the prior-year period.

AIXC - Impairment of Intangible Assets

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Impairment of intangible assets, including goodwill $ 183 $ — $ 183 NM*

NM = not meaningful

During the three months ended March 31, 2026, we recorded a $0.2 million impairment charge related to AIXC capitalized software costs, compared to no impairment charge during the three months ended March 31, 2025.

The increase was due to the impairment of certain AIXC capitalized software development costs in the current period following management’s reassessment of the related projects.

There was no comparable impairment in the prior-year period because the Company did not consolidate AIXC during the three months ended March 31, 2025.

AIXC - Credit Loss

Three Months Ended March 31,

(in thousands) 2026 2025 Amount %

Credit loss expense - short-term note receivable $ 143 $ — $ 143 NM*

NM = not meaningful

During the three months ended March 31, 2026, we recorded a $0.1 million o f credit loss expense primarily related to interest accrued on the Marizyme promissory note acquired in connection with the AIXC business combination.

In the fourth quarter of 2025, AIXC wrote off substantially all of the outstanding principal balance of the note due to Marizyme’s bankruptcy status.

The Company recorded an additional allowance for expected credit losses under ASC 326 for interest accrued during the current period because collectability of the accrued interest was not expected.

There was no comparable consolidated credit loss expense related to the Marizyme note in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025.

AIXC - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Change in fair value of notes payable, warrant liabilities, and derivative call options $ 80 $ — $ 80 NM *

* NM = not meaningful

The change in fair value of financial instruments was $0.1 million for the three months ended March 31, 2026, reflecting the period-end remeasurement of AIXC’s single fair value–measured instrument following its acquisition.

There were no comparable amounts in the prior year as AIXC was acquired by the Company in the third quarter of 2025.

AIXC - Net Loss on Digital Assets, net

Three Months Ended March 31,

(in thousands) 2026 2025 Amount %

Net loss on digital assets $ (1,946) $ — $ (1,946) NM *

NM = not meaningful

Net loss on digital assets increased by $1.9 million for the three months ended March 31, 2026, compared to the same period in 2025.

The loss reflected realized losses from digital asset transactions and unrealized gains and losses from changes in the fair value of digital assets held as of March 31, 2026.

AIXC - Other Income (loss), net

Three Months Ended March 31, Change

(in thousands) 2026 2025 Amount %

Other income, net $ 303 $ — $ 303 NM *

NM = not meaningful

Other income, net increased by $0.3 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was primarily driven by interest and investment income from AIXC, including interest income on the Marizyme Notes and income earned on money market investments.

Because AIXC was acquired in the third quarter of 2025, there was no comparable consolidated amount in the prior-year period.

Liquidity and Capital Resources

Going Concern

We have evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued.

Based on our recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), we have concluded that there is substantial doubt about our 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.

Preparation of Financial statements

The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes we will continue as a going concern, and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Capital Investment, SPA Portfolio Notes, and Future Equity Plans

We have and will continue to devote substantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of our electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising.

We have incurred cumulative losses from operations, negative cash flows from operating activities, and we have 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, we commenced deliveries of the FF Series, specifically the FF 91 model, to customers.

We are currently manufacturing the FF 91 with plans to manufacture FF 92 models within the FF Series.

We have launched the FX Series, beginning with the Super One model, and is accepting pre-orders.

We are 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.

We expect to continue to incur significant operating losses for the foreseeable future.

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

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

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

Debt Commitments under SPA Portfolio Notes and Other Notes

SPA Portfolio Notes:

Conditions Raising Substantial Doubt

We have evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued.

In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered our recurring losses from operations since inception and continued cash outflows from operating activities.

Based on this evaluation, we concluded that substantial doubt exists regarding our ability to continue as a going concern for the one-year period following issuance of these Unaudited Condensed Consolidated Financial Statements.

We have devoted, and expect to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of our electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities.

As of March 31, 2026, we had an accumulated deficit of $4,743.9 million, unrestricted cash of $12.2 million, and negative working capital of $76.0 million.

We incurred a net loss of $42.3 million for the three months ended March 31, 2026.

This condition, together with our accumulated deficit and liquidity

constraints, contributes to management’s determination that there is substantial doubt about our ability to continue as a going concern under ASC 205-40.

We project that we will require substantial additional funding to continue operations, advance development and future production planning related to our FF Series program, initiate production of our FX Series vehicles, and continue and expand our robotics production and commercialization activities.

Management also considered our cash flow forecast through the one-year assessment period, including expected operating cash outflows, production readiness and commercialization activities for the FX Series and Robotics products, and corporate overhead.

The forecast indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities.

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

Although we expect that the launch of the FX Series and the expansion of robotics commercialization activities may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months.

The consolidation of AIXC did not materially improve our near-term liquidity position or alter our current working capital constraints.

Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding our ability to continue as a going concern within the next twelve months.

Management’s Plans

In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt.

We have historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock.

We intend to continue pursuing these funding sources.

We have issued various financing arrangements collectively known as the SPA Portfolio Notes.

3 unchanged sentences

(iii) Junior Secured SPA Notes;

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

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 ), we obtained commitments from several investors.

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.

As of 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, including minimum share price or minimum trade volume.

We may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional incremental convertible senior secured note purchasers under the SPA Commitments or other debt or equity financing in a timely manner, on acceptable terms, or at all.

Other Financing Arrangements and Related Party Notes:

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

As of September 30, 2025, all notes were in good standing.

Standby Equity Purchase Agreement, At-The-Market Offerin g , and Equity Issuance Constraints

Standby Equity Purchase Agreement

On November 11, 2022, we entered into the SEPA, which expires in November 2025.

Under the terms of the SEPA, we may, at our option, issue and sell from time to time up to $200.0 million (which can be increased up to $350.0 million in the aggregate at our option) of Class A Common Stock to Yorkville, subject to certain limitations.

As of September 30, 2025, we had the right to issue and sell up to an additional $192.5 million, or $342.5 million if we exercise our option under the SEPA.

At-The-Market Offerin g

On September 26, 2023, we entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated, B.

Riley Securities, Inc., A.G.P./Alliance Global Partners, Wedbush Securities Inc.

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

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

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

Equity Issuance Constraints

Our ability to issue and sell additional shares of Class A Common Stock or warrants to support ongoing capital needs is further constrained by the number of authorized shares.

In addition to outstanding shares, we must also consider shares reserved for issuance under convertible debt, warrants or other obligations with equity rights.

In addition, equity issuances can potentially trigger various anti-dilution features in our debt and equity instruments that increase the number of shares to be issued and/or reduce the exercise price.

This could result in us having inadequate authorized shares to meet our outstanding commitments.

Capital Needs, FX Series Production, and Bankruptcy Risk

We project that we will require substantial additional funds to continue operations and support production of the FF 91, and our FX Series of vehicles.

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

However, the anticipated start of FX Series production is expected to generate new revenue streams and enhance operational performance, thereby partially mitigating near-term cash flow pressures.

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

On September 29, 2025, we completed the consolidation of AIXC, a Nasdaq-listed life sciences company, as a variable interest entity.

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

AIXC’s historical life sciences operations were immaterial to our consolidated results for the period and are expected to wind down or be restructured in future periods.

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

We expect 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 our long-term strategic flexibility, it does not alleviate the substantial doubt that remains regarding our ability to continue as a going concern for the next twelve months.

Funding Alternatives and Risks

We continue to explore various funding and financing alternatives to fund our ongoing operations and to ramp up production.

The particular funding and financing mechanisms, terms, timing, and amounts depend on our assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.

However, there have been delays in securing additional funding commitments, which have exacerbated supply chain pressures, among other things.

If our ongoing capital raising efforts are unsuccessful or significantly delayed, or if we experience prolonged material adverse trends in our business, production will be delayed or decreased, and actual use of cash, production volume and revenue for 2025 will vary from our previously disclosed forecasts, and such variances may be material.

While we are actively engaged in negotiations with potential financing sources, we may be unable to raise additional capital on terms acceptable to us or at all.

In addition to the risk that our 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 needs to fund development of our remaining product portfolio will highly depend on the market success and profitability of the FF 91 and the launch of the FX series, and our ability to accurately estimate and control costs.

Apart from the FF 91 series and FX series, substantial additional capital will 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 our 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 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 Strat egy

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

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

As of March 31, 2026, the SPA Portfolio Notes were in good standing.

As of March 31, 2026, SPA Commitments totaled $739.0 million, of which $517.5 million was funded, $177.2 million expired unfunded, $44.3 million remained to be funded, and $48.0 million in principal was outstanding.

Optional Commitments totaled $467.0 million, of which $106.0 million was funded, $327.5 million expired unfunded, $33.5 million remained to be funded, and $7.1 million was outstanding.

Remaining amounts are subject to closing conditions, including minimum share price and trading volume requirements.

We may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional financing on acceptable terms or at all.

We have implemented capital raising initiatives, including our At-The-Market (“ATM”) offering program, subject to authorized share availability and compliance with securities laws and Nasdaq listing requirements.

Operational Context

During 2023, we commenced deliveries of the FF 91.

We are currently manufacturing the FF 91 and plan to manufacture FF 92 models within the FF Series.

The FX Series was launched in 2025, beginning with the Super One model, and we are currently accepting reservation deposits.

Broader production and delivery expansion are expected to occur as production readiness activities are completed.

In 2025, we also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives.

In 2026, we commenced sales of our FX Series vehicles and robotics products.

However, these sales remain in the early stages and are not expected to generate sufficient near-term cash flows to fund operations without additional financing.

Equity Issuance Constraints and ATM Program

On September 26, 2023, we entered into a sales agreement under our ATM Program permitting aggregate gross sales proceeds of up to $90.0 million, subject to share availability and regulatory compliance.

Due to the late filing of the September 30, 2025 Form 10-Q, we are ineligible to access the ATM Program until no earlier than December 1, 2026, assuming continued compliance with SEC reporting requirements thereafter.

Our ability to issue additional shares is constrained by authorized share limits and anti-dilution provisions in certain debt and equity instruments, which could increase share issuance requirements.

Strategic Investment

On September 29, 2025, we completed our investment in AIXC.

This transaction was executed as part of a broader strategy to pursue non-automotive initiatives.

AIXC’s historical operations were immaterial to consolidated results for the three months ended March 31, 2026.

Risks Affecting Liquidity

We continue to explore financing alternatives;

however, delays in securing funding commitments have constrained production activities.

Capital raising efforts may be unsuccessful or delayed, and actual professional fees and financing-related costs may exceed management’s projections.

Our capital raising efforts remain subject to Nasdaq listing standards, authorized share limitations, and anti-dilution features in existing instruments.

Our liquidity is also influenced by supplier payment terms, advance deposit requirements, reliance on third-party partners, and capital market conditions affecting the electric vehicle industry.

Elevated U.S.

import tariffs on EV components sourced from China may increase manufacturing costs as production scales.

While tariffs did not materially impact 2026 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs in the future as production scales.

Going Concern Determination

Despite management’s plans, our recurring operating losses and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern within one year after the date these Unaudited Condensed Consolidated Financial Statements are issued, as contemplated by ASC 205-40.

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern.

Sources of Liquidity

As of September 30, 2025, our principal source of liquidity was cash on hand totaling $62.9 million, which was held for working capital and general corporate purposes.

As of March 31, 2026, our principal source of liquidity was cash on hand totaling $12.2 million, which was held for working capital and general corporate purposes.

We also have access to various sources of additional capital, including the SEPA and the SPA Commitments.

Our ability to access these sources of capital and further information on amounts available is discussed in Note 2, Liquidity and Capital Resources and Going Concern, of the notes to the Consolidated Financial Statements included in this Form 10-Q.

Our ability to access these sources of capital and further information on amounts available is discussed in Note 2, Liquidity and Capital Resources and Going Concern, of the notes to the Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q.

Significant Related Party Notes Payable and Notes Payable Facilities

We have been significantly funded by notes payable from related parties and third parties.

The related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by our founder and Chief Product and User Ecosystem Officer (who, in April 2025, became Global Co-CEO).

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.

For more information on the outstanding related party notes payable and notes payable as well as the related schedules of maturities, see Note 7, Notes Payable , and Note 8, Related Party Transactions , of the notes to the Consolidated Financial Statements included in this Form 10-Q.

Notes payable with third parties and related parties are summarized in the following tables as of June 30, 2025, including contractual maturities, stated interest rates, unpaid principal balances, fair value adjustments, original issue discounts (including amounts allocated to warrants), and net carrying values.

Most of our notes payable are measured under the fair value option, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Because these instruments are carried at fair value, no effective interest rate is presented.

While the SPA Portfolio Notes bear stated interest rates of 10% or 15%, our effective cost of capital is substantially higher.

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

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

These features significantly increase the effective cost of capital beyond the stated rates.

The financial impact of the SPA Portfolio Notes is reflected in changes in fair value and losses on extinguishment, as presented in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Third-Party Notes Payable (September 30, 2025)

The related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by our founder and sole Global Chief Executive Officer and Principal Executive Officer, Mr.

For more information on the outstanding related party notes payable and notes payable as well as the related schedules of maturities, see Note 8, Notes Payable , and Note 9, Related Party Transactions , of the notes to the Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q.

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

The tables below summarize these agreements as of March 31, 2026 and December 31, 2025, 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.

On September 29, 2025,the Compan y obtained control of AIXC .

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.

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

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

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

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

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

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.

March 31, 2026

(in thousands) Contractual

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Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net

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

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

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

2023 Unsecured SPA Notes Various through March 2032 10 % - 15% $ 4,753 $ 78 $ (475) $ 4,356

Junior Secured SPA Notes Various through December 2030 10% 7,107 156 — 7,263

2024 Unsecured SPA Notes July 2030 10% 33 7 — 40

2025 March Unsecured SPA Notes Various through March 2031 10% 8,538 (2,393) (2,703) 3,442

2025 July Unsecured SPA Notes August 2030 10% 29,193 (422) (5,993) 22,778

Unsecured Convertible Notes Various dates in 2026 4.27% 5,500 (1,361) — 4,139

Notes payable – China other

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$ 59,473 $ (3,935) $ (9,171) $ 46,367

Notes payable, current $ 7,450

Notes payable, current portion $ 4,349

Notes payable, long-term portion $ 42,018

Related Party Notes Payable (September 30, 2025)

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

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

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s CEO, Mr.

The tables below summarize the related party note payable agreements as of March 31, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

March 31, 2026

(in thousands) Contractual

Date Contractual

2025 March Unsecured SPA Notes Various dates in 2030 10.0% $ 1,272

Notes Payable — China April 2027 18.0% 3,708

Rates Net Carrying

Notes Payable — China December 2028 —% $ 3,682

Notes Payable on Demand — China Due on Demand —% 435

FFGP Note Various 2024 4.27% —

Convertible FFGP Note May 2024 4.27% —

Other Notes Due on Demand 12.0% 75

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Cash Flow Analysis

Nine Months Ended September 30,

(in thousands) 2026 2025

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Our operating cash flows are significantly affected by fluctuations in working capital components, including changes in personnel expenses, accounts payable, accrued interest, other current liabilities, deposits, and current assets.

For the nine months ended September 30, 2025, net cash used in operating activities was $79.2 million, compared to $51.8 million for the same period in 2024, reflecting a $27.4 million increase in cash outflows.

The reduction of $122.6 million in Net loss is an improvement in 2025 compared to the same period in 2024;

however, this figure includes various non-cash transactions that are excluded when calculating cash flow from operating activities.

For the three months ended March 31, 2026, net cash used in operating activities was $31.5 million, compared to $20.3 million for the same period in 2025, reflecting an $11.2 million increase in cash outflows.

Net loss increased by $32.0 million for the three months ended March 31, 2026, compared to the same period in 2025, reflecting an unfavorable year-over-year change in operating results.

Non-cash adjustments:

Non-cash adjustments decreased by $115.6 million for the nine months ended September 30, 2025 compared to the same period in 2024.

This decrease was comprised of a $32.6 million reduction in Loss on settlement of notes payable, $11.3 million reduction Loss on settlement of related party notes payable, and a $7.8 million Change in fair value of notes payable, warrant liabilities, and derivative liabilities.

These adjustments were partially offset by a $14.9 million decrease in Settlement on accrued research and development expenses a $14.4 million increase in Reserve on inventory and a $130.8 million increase in Asset impairment.

As these adjustments do not represent actual cash changes, they are disclosed for reconciliation purposes consistent with the cash flow statement.

Non-cash adjus tments increased by $33.5 million for the three months ended March 31, 2026 compared to the same period in 2025.

This increase was comprised of a $48.7 million decrease in gain from the Change in fair value of notes payable, warrant liabilities, and derivative liabilities, and a $1.9 million net loss on digital assets .

These adjustments were partially offset by a $9.4 million reduction in Depreciation and amortization expense and a $7.5 million decrease in Loss on settlement of notes payable.

Changes in working capital:

Changes in working capital increased by $19.8 million for the nine months ended September 30, 2025 compared to the same period in 2024.

For the nine months ended September 30, 2025, changes in working capital included unfavorable shifts in our operating assets and liabilities.

Notable contributors to the change were a $9.1 million change in Accounts payable balances, a $7.5 million change in Related party accrued interest expense, a $5.5 million change in Inventory, and a $2.7 million change in Operating lease liabilities.

These were partially offset by a $10.1 million change in Accrued expenses and other current liabilities.

While these figures are detailed in the cash flow statement, they underscore the critical role that effective working capital management has played in reducing our operating cash outflows.

The reductions in cash outlays for working capital purposes result from our cost-saving and cash management measures.

Changes in working capital were unfavorable by $12.7 million for the three months ended March 31, 2026 compared to the same period in 2025.

For the three months ended March 31, 2026, changes in working capital included a $0.5 million reduction in Related party accrued expenses and other current and non-current liabilities, and an $8.6 million reduction in Accrued expenses and other current and non-current liabilities.

Investing Activities

Net cash used in investing activities was $0.3 million for the nine months ended September 30, 2025, compared to $0.6 million for the same period in 2024, reflecting an increase of $0.8 million.

The higher use of cash was primarily attributable to a $8.8 million investment in AIXC, net of cash acquired.

This outflow was partially offset by a $5.9 million increase in capital expenditures for property and equipment.

The Company continues to manage through liquidity constraints;

however, these strategic outlays contributed to the elevated level of investing activity during the period.

Net cash provided in investing activities was $1.3 million for the three months ended March 31, 2026, compared to $1.6 million used for the same period in 2025, reflecting an increase of $2.8 million in cash provided by investing activities.

The increase in cash was primarily attributable to a $2.1 million due to Sale of digital assets and decline of $1.3 million of Payments for property and equipment.

Financing Activities

Amid a challenging financing environment, we are actively seeking strategic opportunities to boost our cash reserves and support growth using a mix of convertible loans and non-convertible funding.

For the nine months ended September 30, 2025, financing activities provided a net cash inflow of $135.8 million, compared to a net cash inflow of $55.7 million for the same period in 2024—an increase of $80.1 million.

The improvement reflects the Company’s continued ability to secure financing despite a challenging capital markets environment.

In 2025, proceeds from notes payable were $132.4 million, up by $78.4 million from $54.0 million in 2024.

Our proceeds from related party notes payable increased to $4.7 million in 2025 from $3.1 million in 2024, an increase of $1.7 million.

These proceeds were offset by payments of notes payable and other financing obligations, which totaled $4.5 million for the nine months ended September 30, 2025, compared to $0.1 million for the same period in 2024

Amid a challenging financing environment, we are actively seeking strategic opportunities to boost our cash reserves and support growth using a mix of convertible loans and non-con vertible funding.

For the three months ended March 31, 2026 ,

financing activities provided a net cash inflow of $7.8 million, compared to a net cash inflow of $24.6 million for the same period in 2025—a decline of $16.8 million.

This decline reflects lower financing proceeds in the current period compared to the prior-year period, as the Company continued to pursue financing in a challenging capital markets environment.

In 2026, proceeds from notes payable were $8.8 million, down by $13.2 million from $22.0 million in 2025.

Effect of Exchange Rate Changes on Cash and Restricted Cash

The exchange rates effect on cash and restricted cash was $1.1 million and zero for the nine months ended September 30, 2025 and 2024, respectively.

The effects of exchange rate changes on cash and restricted cash result from fluctuations on the translation of assets and liabilities denominated in foreign currencies, primarily Chinese Yuan.

The effect of exchange rates changes on cash and restricted cash was insignificant for the three months ended March 31, 2026, and 2025.

The effects of exchange rate changes on cash and restricted cash result from fluctuations in the translation of assets and liabilities denominated in foreign currencies, primarily Chinese Yuan.

Fluctuations in exchange rates against the U.S.

Dollar may positively or negatively affect our operating results.

Subsequent Financing Transactions

Subsequent to March 31, 2026, the Company completed additional private financing transactions, including the amended and restated Gold King Arthur Holding Limited securities purchase arrangement and the Streeterville Capital, LLC notes financing.

These transactions provided additional liquidity after quarter-end;

however, the Company continues to require substantial additional capital to fund operations, satisfy obligations, support production readiness and commercialization activities, and execute its business plan.

Off-Balance Sheet Arrangements

We did not have any material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Thus, we did not have any off-balance sheet arrangements as of September 30, 2025 and 2024.

Thus, we did not have any off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

Critical Accounting Estimates

The preparation of our Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025, and 2024, in accordance GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of expenses during the reporting period.

The preparation of our Unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026, in accordance GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of expenses during the reporting period.

Management bases these estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments that are not readily apparent from other sources.

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For a description of our critical accounting estimates, refer to the section titled “Critical Accounting Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7 of our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

As of the date of this report, there have been no major changes to our critical accounting estimates described in the Form 10-K that have had a material impact on our Unaudited Condensed Consolidated Financial Statements and related footnotes.

The incremental addition to our critical accounting estimates is business combinations and goodwill.

For further details, refer to Note 1, Nature of Business and Organization and Note 3, Business Acquisition .

As of the date of this report, there have been no material changes to our critical accounting estimates described in the Form 10-K.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis