FARADAY FUTURE INTELLIGENT ELECTRIC INC. 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 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 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 This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, market acceptance and success of our business model, our ability to expand the scope of our offerings, and our ability to comply with the extensive, complex, and evolving regulatory requirements. These statements are based on management's current expectations, but actual results may differ materially due to various factors. The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. 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 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. We undertake no obligation (and expressly disclaim any obligation) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under the section titled “Risk Factors” Item 1A in the Form 10-K, filed on March 31, 2026, may not be exhaustive. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. 66 Table of Contents Overview Company Overview We are a California-based, global, shared, intelligent mobility ecosystem company founded in 2014 with a vision to disrupt the automotive industry. 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 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 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. Strategies • Dual-Home Market Strategy: We have implemented a dual-home market strategy, integrating U.S.-based technological innovation and vehicle development with China’s supply chain and production capabilities. • Third Pole Strategy: 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: 1. 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. AIEV market. 2. 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. 3. 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 67 Table of Contents 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 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 our proprietary Variable Platform Architecture (“VPA”), a mobility platform designed to enable scalable vehicle development across multiple segments. • Propulsion System: 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. 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 • FF 91: 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. • FF 92: 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. • FX Super One : We are developing the FX Super One as the first “First Class AI‑MPV” under the FX brand, blending luxury and versatility in an AI‑powered multi‑purpose vehicle. 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 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. 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: 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 in 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 68 Table of Contents 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 aiFactory California. • FX Series Manufacturing: 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: All of our vehicles are expected to be available for sale in the U.S. and the Middle East. 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 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 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. market. 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. • 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 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 69 Table of Contents 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. 70 Table of Contents 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 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. Mr. 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 71 Table of Contents 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 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. U.S. 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”), 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, 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. 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 72 Table of Contents Key Factors Affecting Operating Results Our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges including those discussed below and, in the section, titled “Risk Factors” in Item 1A of the Form 10-K, filed on March 31, 2026. Production and Operations We expect to continue to incur significant operating costs that will impact our future profitability, including R&D expenses as we introduce new models and improve existing models; capital expenditures for the expansion of our manufacturing capacities; additional operating costs and expenses for production ramp-up; raw material procurement costs; general and administrative expenses as we scale our operations; interest expense from debt financing activities; 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 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. Revenue and Cost of Revenue Automotive Sales Revenue 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. We recognize revenue on automotive sales upon delivery to the customer, which is when control of vehicle transfers. Payments are typically received at the point control transfers or in accordance with payment terms customary to the business and as indicated in the sales contract. OTA software updates are provisioned upon transfer of control of a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer. For obligations related to automotive sales, we estimate the standalone selling price by considering costs used to develop and deliver the good or service, third-party pricing of similar options and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of our performance obligations. Vehicle contracts do not contain a significant financing component. Revenue from immaterial promises is combined with the vehicle performance obligation and recognized when the product has been transferred. We accrue costs to transfer these immaterial goods and services regardless of whether they have been transferred. 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 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 73 Table of Contents 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. The resulting net amount is recorded as marketing expense. In situations where the net amount is less than the vehicle’s sale price or the contractual lease payment, the difference between the net amount and the sale price or lease payment is recognized as revenue. Automotive Leasing Revenue Revenue from Operating Leasing Program We have outstanding leases under our vehicle operating leasing program in the U.S. Qualifying customers are permitted to lease a vehicle for up to 36 months. At the end of the lease term, customers are generally required to return the vehicles to us. We account for these leasing transactions as operating leases. 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. 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 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. Revenue from Sales-Type Leasing Program We have outstanding leases accounted for as sales-type leases under accounting standards codification (“ASC”) 842, Leases (“ASC 842”). Customers have the right to purchase the vehicle at the end of the lease term, which is usually 36 months. A customer qualifies under this program if the purchase option is reasonably certain to be exercised, and we therefore expect the customer to take title to the vehicle at the end of the lease term after making all contractual payments. We recognize all revenue and costs associated with the sales-type lease as automotive leasing revenue and automotive leasing cost of revenue, respectively, upon delivery of the vehicle to the customer when collectability of lease payments is probable at lease commencement. If collectability of lease payments is not probable at commencement, we recognize the lease payments as deposit liability and do not derecognize the leased vehicle until such point that collectability of lease payments becomes probable. 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 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 $4.4 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. 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 74 Table of Contents Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, and reserves for estimated warranty expenses. Cost of automotive sales revenues also includes adjustments to warranty expense. Cost of Automotive Leasing Program 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. Warranties We provide a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item that fails due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. Management tracks warranty claims by vehicle ID, owner, and date. As we continue to manufacture and sell more vehicles we will reassess and evaluate our warranty claims for purposes of our warranty accrual. Operating Expenses Research and Development 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 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 Sales and marketing expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our employees focused on sales and marketing, costs associated with sales and marketing activities, marketing services provided by co-creators, and an allocation of overhead. Marketing activities are those related to introducing our brand, our electric vehicles, and our electric vehicle prototypes to the market. We expect Sales and marketing expenses to continue to increase as we bring our electric vehicles (in particular, FX Super One and FF 92) to market and seek to generate additional sales. General and Administrative General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees associated with administrative services such as legal, human resources, information technology, accounting and finance, other related costs, and legal loss contingency expenses, which are our estimates of future legal settlements. These expenses also include certain third-party consulting services, certain facilities costs, and any corporate overhead costs not allocated to other expense categories. We expect our general and administrative expenses to increase as we continue to grow our business. Loss from Disposal of Property, Plant and Equipment 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. 75 Table of Contents 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 Change in Fair Value of (Related Party and Third Party) Notes Payable, Warrant Liabilities, and Derivatives Call Options Change in fair value measurements consists of the losses and gains as a result of fair value measurements of certain notes payable, warrant liabilities, and other instruments which we record at fair value. Loss on Settlement of (Related Party and Third Party) Notes Payable Loss on settlement of notes payable consists of losses resulting from the settlement of notes payable as part of our ongoing financing activities and losses incurred on modifications of our notes payable that qualify as an extinguishment pursuant to ASC 470-50, Debt–Modifications and Extinguishments . Interest Expense (Related Party and Third Party) 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. 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 income (expense) to fluctuate as we continue to transact internationally. 76 Table of Contents Consolidated Results of Operations Consolidated Statements of Operations Three Months Ended March 31, (in thousands) 2026 2025 Revenue $ 512 $ 316 Cost of revenue 11,890 21,381 Gross profit (11,378) (21,065) Operating expenses Research and development 6,990 6,419 Sales and marketing 5,616 2,629 General and administrative 9,195 13,674 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 Loss from operations (35,905) (43,831) Change in fair value of notes payable, warrant liabilities, and derivative call options 2,771 51,458 Change in fair value of related party notes payable, warrant liabilities, and derivative call options 1,439 (277) 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) 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) benefit (19) (10) Net loss $ (42,317) $ (10,278) 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. market. 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 77 Table of Contents 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, Change (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, Change (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. 78 Table of Contents Consolidated - Sales and Marketing Three Months Ended March 31, Change (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. 79 Table of Contents 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. 80 Table of Contents 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, 81 Table of Contents 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. 82 Table of Contents 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. dollar. 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. dollar. AIEV Results of Operations AIEV - Statements of Operations Three Months Ended March 31, (in thousands) 2026 2025 Revenue $ 224 $ 316 Cost of revenue 11,746 21,381 Gross profit (11,522) (21,065) Operating expenses Research and development 6,986 6,419 Sales and marketing 4,978 2,629 General and administrative 5,647 13,674 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 Loss from operations (31,533) (43,831) Change in fair value of notes payable, warrant liabilities, and derivative call options 2,691 51,458 Change in fair value of related party notes payable, warrant liabilities, and derivative call options 1,439 (277) 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) Other income, net 1,949 1,784 Loss before income taxes $ (36,363) $ (10,268) AIEV - Revenue Three Months Ended March 31, Change (in thousands) 2026 2025 Amount % Revenue $ 224 $ 316 $ (92) (29.1) % 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. 83 Table of Contents 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. market. 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 decreased by $9.6 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. 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 $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 platform. 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. 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 platform development, in collaboration with key technology and supply-chain partners to support scalable FX Series 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. 84 Table of Contents 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 $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. 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. 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 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 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. 85 Table of Contents 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 $0.3 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. AIEV - Goodwill Impairment Three Months Ended March 31, Change (in thousands) 2026 2025 Amount % 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) % 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. 86 Table of Contents 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) % 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) % 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. 87 Table of Contents 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) % 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. 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 a $1.2 million loss on extinguishment. 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 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. AIEV - Other Income, net Three Months Ended March 31, Change (in thousands) 2026 2025 Amount % 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. dollar. 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 % Revenue $ 288 $ — $ 288 — % 88 Table of Contents 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 % 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 % 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 89 Table of Contents 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 % 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, 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, 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. 90 Table of Contents 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, Change (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. 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. 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 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 91 Table of Contents 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. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Junior Secured SPA Notes; (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. 92 Table of Contents 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 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 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 sole Global Chief Executive Officer and Principal Executive Officer, Mr. Yueting Jia. 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. 93 Table of Contents 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 Maturity Date Contractual Interest Rates Unpaid Principal Balance Fair Value Measurement Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net Carrying Value 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 Due on Demand —% 4,349 — — 4,349 $ 59,473 $ (3,935) $ (9,171) $ 46,367 Notes payable, current portion $ 4,349 Notes payable, long-term portion $ 42,018 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. Yueting Jia. 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. 94 Table of Contents March 31, 2026 (in thousands) Contractual Maturity Date Contractual Interest Rates Net Carrying Value Notes Payable — China December 2028 —% $ 3,682 Notes Payable on Demand — China Due on Demand —% 435 Other Notes Due on Demand 12.0% 75 $ 4,192 Related party notes payable, current $ 1,510 Related party notes payable, long-term $ 2,682 Cash Flow Analysis (in thousands) 2026 2025 Net cash (used in) provided by: Operating activities $ (31,472) $ (20,295) Investing activities $ 1,274 $ (1,568) Financing activities $ 7,835 $ 24,601 Effect of exchange rate changes on cash and restricted cash $ (331) $ (419) Operating Activities We continue to experience negative operating cash flows as we advance the design and development of our vehicles and expand our infrastructure in both the United States and China. 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 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: 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 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 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 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-con vertible funding. For the three months ended March 31, 2026 , 95 Table of Contents 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 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 March 31, 2026 and December 31, 2025. Critical Accounting Estimates 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. Actual results may differ from these estimates under different assumptions or conditions. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from management’s estimates, and such differences may materially affect our financial position, results of operations, or cash flows. Given current global macroeconomic and geopolitical conditions, our estimates are subject to additional variability and volatility. Critical accounting estimates are defined as estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. 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 material changes to our critical accounting estimates described in the Form 10-K. Recent Accounting Pronouncements See the sections titled “ Recent Accounting Pronouncements” in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies in our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Form 10-Q for a discussion about our recently adopted accounting pronouncements and the recently issued accounting pronouncements not yet adopted which are determined to be applicable to us. 96 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information under this Item as we qualify as a “smaller reporting company.”