Faraday Future Intelligent Electric Inc. (Nasdaq: FFIE) (“FFIE”
or the “Company”), a California-based global shared intelligent
electric mobility ecosystem company, today released an open letter
from its Board of Directors along with FFIE’s Founder, YT Jia,
thanking all stockholders for their ongoing support and asking all
FFIE stockholders to vote at the Company’s upcoming Annual Meeting
of Stockholders to be held on July 31, 2024.
Dear Fellow Faraday Future Stockholders,
We, the Board of Directors of Faraday Future Intelligent
Electric Inc., along with our Founder, YT Jia, are writing to
express our sincere gratitude for your ongoing support and to
highlight the importance of your vote at the Company’s Annual
Meeting of Stockholders to be held on July 31, 2024. Over the past
years, we have experienced numerous ups and downs. We thank you for
your steadfast support of Faraday Future over the years. You have
protected our shared dreams and saved Faraday Future.
Your Participation is Vital
YOUR VOTE IS CRITICAL to ensure we have enough votes to satisfy
the quorum requirements for the Annual Meeting. If a sufficient
number of shares do not vote, we will be unable to hold our Annual
Meeting at which we will seek approval to increase our authorized
shares and to grant the Board discretion to effectuate a reverse
stock split, among other matters. Failure to approve the former
would make it impossible for the Company to raise additional
capital to support the Company in achieving strategic objectives,
and failure to approve the latter could lead to our delisting from
Nasdaq. The failure of any of these proposals could result in
significant losses for our stockholders. For the benefit of all FF
stockholders, it is imperative that we maintain the Company's
listed status. We believe that only then will the Company have the
opportunity to create long-term value for our stockholders.
WE URGE YOU TO PARTICIPATE and vote your shares as soon
as possible and VOTE IN FAVOR of all proposals
presented.
Why Proposals 3 and 4 are Critical
Vote FOR Proposal 3 (Share Authorization Proposal):
Approval by stockholders of this proposal would authorize an
increase in the number of authorized shares of the Company’s common
stock. Approval is expected to help pave the way for future
strategic investments that could support a ramp up of production
and delivery of the FF 91 and support the development of a China-US
automotive industry bridge strategy. Your affirmative vote is
essential in ensuring we have the necessary resources to capitalize
on these opportunities.
”Authorized” versus “Outstanding” shares
Authorized shares reflects the maximum number of shares that may
be issued by the Company. An increase in authorized shares would
support the Company in meeting its existing obligations to issue
shares of common stock as and when these obligations become due, as
well as share issuances related to potential acquisition
transactions, stock dividends or splits, stock issuances pursuant
to employee benefit plans and other corporate purposes. Outstanding
shares reflects the number of shares issued. We are seeking
approval to increase the number of authorized shares, which would
result in an increase over time in outstanding shares to support
the aforementioned activities and obligations.
What are the consequences if Proposal 3 is not
approved?
The failure to obtain stockholder approval of the Share
Authorization Proposal would prohibit the Company from raising
capital and may potentially result in the Company filing for
bankruptcy. It could also hinder the Company from meeting its
existing obligations to issue shares of common stock as and when
these obligations become due, as well as hinder acquisition
transactions, stock dividends or splits, stock issuances pursuant
to employee benefit plans and other corporate purposes.
Vote FOR Proposal 4 (Reverse Stock Split Proposal): This
proposal seeks stockholder approval for a reverse stock split with
a ratio of between 2 to 1 and to 40 to 1. This measure is intended
to help the Company meet the minimum bid price requirement
necessary to maintain listing status on the Nasdaq Capital Market.
The Nasdaq Hearings Panel has granted the Company’s request for
continued listing, conditional upon meeting the minimum bid price
requirement by August 31, 2024. Approval of a reverse stock split
would help avoid delisting, which the Company believes is crucial.
That said, if the stock price naturally meets Nasdaq’s minimum bid
requirements, the Company’s Board of Directors may determine to
defer or not implement a reverse stock split.
Why are we proposing a reverse stock split of up to 40 to
1?
The reverse stock split is mathematical and doesn’t change your
relative ownership in the Company, but it does affect the number of
shares outstanding and the price per share. While 40 to 1 is the
maximum ratio that the Company’s Board of Directors may approve, we
believe it would be prudent to provide a margin of safety over the
longer term with respect to Nasdaq’s minimum bid requirement given
it is not possible to predict how Faraday Future’s stock price will
develop.
What are the consequences if Proposal 4 is not
approved?
The failure to obtain approval of the Reverse Stock Split
Proposal would likely result in our common stock becoming delisted
by Nasdaq. Delisting by Nasdaq may also hinder the Company’s
ability to raise financing.
Your Vote is Crucial
Your vote, whether you plan to attend the Annual Meeting or not,
is crucial. You can cast your vote by internet, telephone, or mail.
Should you require assistance or have any questions regarding the
voting process, please visit our voting instruction websites at
https://www.ff.com/us/Vote2024/ for English and
https://www.faradayfuturecn.com/cn/Toupiao2024/ for Chinese.
Your support is integral to our ability to move forward and
achieve our strategic objectives. We thank you for your continued
confidence and trust in Faraday Future.
ABOUT FARADAY FUTURE
Faraday Future is the pioneer of the Ultimate AI TechLuxury
ultra spire market in the intelligent EV era, and the disruptor of
the traditional ultra-luxury car civilization epitomized by Ferrari
and Maybach. FF is not just an EV company, but also a
software-driven intelligent internet company. Ultimately FF aims to
become a User Company by offering a shared intelligent mobility
ecosystem. FF remains dedicated to advancing electric vehicle
technology to meet the evolving needs and preferences of users
worldwide, driven by a pursuit of intelligent and AI-driven
mobility.
FORWARD LOOKING STATEMENTS
This communication includes “forward looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
communication, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements, which
include statements regarding the Company’s plan to regain
compliance with Nasdaq listing standards and the impacts of failing
to regain compliance, the Company’s reverse stock split and
increase in authorized shares proposals and the impact of such
proposals not being approved by the Company’s stockholders, the
Company’s intention to hold its annual meeting, and the Company’s
growth strategy, are not guarantees of future performance,
conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside the Company’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements.
Important factors, among others, that may affect actual results
or outcomes include, among others: the Company’s ability to
continue as a going concern and improve its liquidity and financial
position; the Company’s ability to satisfy the conditions for
continued listing set forth by the Nasdaq Hearings Panel; the
possibility that stockholder approval for the reverse stock split
and/or the increase in authorized shares will not be obtained; the
possibility that factors unrelated to the reverse stock split may
impact the per share trading price of the Common Stock; the
Company’s ability to regain compliance with, and thereafter
continue to comply with, the Nasdaq listing requirements; the
ultimate decision of the Nasdaq Hearings Panel; the Company’s
ability to pay its outstanding obligations; the Company’s ability
to remediate its material weaknesses in internal control over
financial reporting and the risks related to the restatement of
previously issued consolidated financial statements; the Company’s
limited operating history and the significant barriers to growth it
faces; the Company’s history of losses and expectation of continued
losses; the success of the Company’s payroll expense reduction
plan; the Company’s ability to execute on its plans to develop and
market its vehicles and the timing of these development programs;
the Company’s estimates of the size of the markets for its vehicles
and cost to bring those vehicles to market; the rate and degree of
market acceptance of the Company’s vehicles; the Company’s ability
to cover future warrant claims; the success of other competing
manufacturers; the performance and security of the Company’s
vehicles; current and potential litigation involving the Company;
the Company’s ability to receive funds from, satisfy the conditions
precedent of and close on the various financings described
elsewhere by the Company; the result of future financing efforts,
the failure of any of which could result in the Company seeking
protection under the Bankruptcy Code; the Company’s indebtedness;
the Company’s ability to cover future warranty claims; insurance
coverage; general economic and market conditions impacting demand
for the Company’s products; potential negative impacts of a reverse
stock split; potential cost, headcount and salary reduction actions
may not be sufficient or may not achieve their expected results;
circumstances outside of the Company’s control, such as natural
disasters, climate change, health epidemics and pandemics,
terrorist attacks, and civil unrest; risks related to the Company’s
operations in China; the success of the Company’s remedial measures
taken in response to the Special Committee findings; the Company’s
dependence on its suppliers and contract manufacturer; the
Company’s ability to develop and protect its technologies; the
Company’s ability to protect against cybersecurity risks; the
ability of the Company to attract and retain employees; any adverse
developments in existing legal proceedings or the initiation of new
legal proceedings; and volatility of the Company’s stock price. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of the
Company’s Form 10-K filed with the Securities and Exchange
Commission (“SEC”) on May 28, 2024, as amended on May 30, 2024 and
June 24, 2024, and other documents filed by the Company from time
to time with the SEC.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
connection with the proposals to be submitted to FF stockholders at
its annual meeting seeking, among other proposals, approval to
increase the number of authorized shares of common stock and to
authorize a reverse split and proportionate reduction of authorized
shares if the reverse stock split is implemented. In connection
with the authorized share increase and the reverse stock split and
proportionate reduction of authorized shares, the Company filed a
proxy statement filed with the Securities and Exchange Commission
on July 5, 2024 in connection with the Company’s solicitation of
proxies for the vote by the Company’s stockholders with respect to
the proposed authorized share increase, reverse stock split and
proportionate authorized share reduction proposals, and other
matters described therein. The proxy statement was mailed to the
Company’s stockholders on or around July 5, 2024. The proxy
statement includes information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies in
connection with the proposed authorized share increase, reverse
stock split and proportionate authorized share reduction. The
Company has also filed other documents regarding the proposed
authorized share increase, reverse stock split and proportionate
authorized share reduction with the SEC. Before making any voting
decision, investors and security holders of the Company are urged
to read the proxy statement and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
authorized share increase, reverse stock split and proportionate
authorized share reduction as they become available because they
contain important information about these proposals.
Investors and security holders can obtain free copies of the
proxy statement and all other relevant documents the Company has
filed or will file with the SEC through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by the
Company may be obtained free of charge from the Company’s website
at https://www.ff.com/ or by written request to Faraday Future
Intelligent Electric at 18455 S. Figueroa Street, Gardena,
California 90248.
Participants in the Solicitation
FF and its Board of Directors and executive officers may be
deemed to be participants in the solicitation of proxies from FF’s
stockholders in connection with the proposed authorized share
increase, reverse stock split and proportionate authorized share
reduction and other matters described in the proxy statement.
Information about the directors and executive officers of FF is set
forth in the proxy statement for its 2024 annual meeting of
stockholder, which was filed with the SEC on July 5, 2024.
Investors may obtain additional information regarding the interest
of FF and its directors and executive officers in the reverse stock
split proposal by reading the proxy statement relating to the
annual meeting. You may obtain free copies of these documents as
described in the preceding paragraph.
Certain representatives of FF Global Partners Investment LLC,
formerly FF Top Holding LLC (“FF Top”), and its indirect parent
entity FF Global Partners, LLC (“FF Global”), including, without
limitation, Jerry Wang and Weiwei Zhao (collectively, the “FF Top
Representatives”), are additional participants in the solicitation
of proxies in connection with the authorized share increase and the
reverse stock split and proportionate reduction of authorized
shares and other matters as described in the Proxy Statement.
Information regarding the direct and indirect interests in the
Company, by security holdings or otherwise, of FF Global, FF Top
and the FF Top Representatives is included in the Proxy Statement
and the Annual Report on Form 10-K for the year ended December 31,
2023, filed with the SEC on May 28, 2024, as amended by the Form
10-K/A filed with the SEC on May 30, 2024 and June 24, 2024.
Changes to the direct or indirect ownership of FF Top and FF Global
are set forth in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed reverse stock split or
authorized share cap. This communication shall also not constitute
an offer to sell or a solicitation of an offer to buy any
securities of FF, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20240719735322/en/
Investors (English): ir@faradayfuture.com Investors
(Chinese): cn-ir@faradayfuture.com Media:
john.schilling@ff.com
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