1 unchanged sentence
Unregistered Equity Issuance – SPA Portfolio Conversions
−Removed: During the nine months ended September 30, 2025, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements.
+Added: During the three months ended March 31, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements.
These instruments form the Company’s SPA Portfolio Notes financing program.
−Removed: As of September 30, 2025 the Company had received $6.3 million and $1.5 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, and subsequent closing of the 2025 July Unsecured SPA Notes, respectively, which have not closed as of the issuance date of this report.
+Added: As of March 31, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report.
The corresponding notes are reported as outstanding as of period end.
3 unchanged sentences
As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement.
−Removed: Unregistered Equity Issuance – Cooper Standard
−Removed: In June 2025, the Company issued 423,333 shares of Class A Common Stock to Cooper Standard in settlement of 0.6 million of outstanding payables.
−Removed: The issuance was made pursuant to a private settlement agreement and was not registered under the Securities Act of 1933, as amended (the “Securities Act”).
+Added: However, certain holders may be able to resell shares issued upon conversion or exercise pursuant to an exemption from registration, including Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions.
+Added: Unregistered Equity Issuance – COSTAMP S.R.L Settlement
+Added: In December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l.
+Added: (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l.
+Added: Faraday Future Intelligent Electric, Inc., Case No.
+Added: 25-CV-4531, pending in the U.S.
+Added: District Court for the Central District of California.
+Added: Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.6 million of cash payments and $1.1 million of shares of Class A Common Stock.
+Added: Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”).
The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
No general solicitation or advertising was used in connection with the issuance.
−Removed: Pursuant to the terms of the settlement agreement, if the Company failed to deliver shares that were registered, listed on Nasdaq, and freely tradeable, the share component of the settlement would instead become payable in cash.
−Removed: Because the shares issued to Cooper Standard did not meet these conditions, the Company is required to settle the obligation in cash and intends to cancel the previously issued shares.
−Removed: The 423,333 shares remain issued and outstanding as of the reporting date.
−Removed: Unregistered Equity Issuance – Bitron Settlement
−Removed: On August 15, 2025, Faraday Future entered into certain Settlement Agreement with Bitron, S.P.A.
−Removed: (“Bitron”) to resolve an outstanding arbitration award owed to Bitron, in connection with several purchase orders and invoices.
−Removed: Faraday Future agreed to pay a total of $0.3 million, of which $0.1 million shall be paid by cash, and the remainder shall be paid in the form of shares of the Company’s Class A Common Stock.
−Removed: In connection herewith, on the same day, the Company entered into a Share Issuance Agreement with Bitron, pursuant to which the Company agreed to repay $0.2 million in shares of Class A Common Stock to Bitron (such shares, the “Bitron Settlement Shares”).
−Removed: In October 2025, a total of 153,020 Bitron Settlement Shares were issued to Bitron.
−Removed: Both issuances remain unregistered as of the date of this report.
+Added: The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.
+Added: Pursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.
+Added: Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to March 31, 2026
+Added: In April 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC.
+Added: The Company expects to issue certain unregistered equity and equity-linked securities.
+Added: The securities are expected to be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.
Defaults Upon Senior Securities
Mine Safety Disclosures
−Removed: Not applicable.
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.