424B3 1 ea175648-424b3_faraday.htm PROSPECTUS PROSPECTUSFiled Pursuant to Rule 424(b)(3)Registration No. 333-269729 Up to 500,285,185 Shares of Class A Common StockIssuable Upon Exercise of Warrants and Conversion of Notes This prospectus relates to the issuance by us, and the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), of up to an aggregate of 500,285,185 shares of Class A common stock, par value $0.0001 per share, of Faraday Future Intelligent Electric Inc. (“FFIE” and such Class A common stock, the “Class A Common Stock”) which consists of (i) 110,452,771 shares of Class A Common Stock that are issued or issuable upon exercise of certain warrants issued or issuable in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of August 14, 2022, as amended on September 23, 2022 (the “SPA”), pursuant to the Joinder and Amendment Agreement to the SPA (the “Joinder”), dated as of September 25, 2022, pursuant to the Limited Consent and Third Amendment to the SPA (the “Third Amendment”), dated as of October 24, 2022, pursuant to the Limited Consent and Amendment to the SPA (the “Fourth Amendment”), dated as of November 8, 2022, pursuant to the Letter Agreement and Amendment to the SPA (the “Senyun Amendment”), dated as of December 28, 2022, pursuant to the Limited Consent and Amendment No. 5 (the “Fifth Amendment”), dated as of January 25, 2023, and pursuant to the Amendment No. 6 to Securities Purchase Agreement (the “Sixth Amendment”), dated as of February 3, 2023 (such warrants under the SPA and Joinder, the “SPA Warrants”), and (ii) 389,832,414 shares of Class A Common Stock that are issued or issuable upon conversion of certain convertible notes issued or issuable in a private placement to certain institutional investors pursuant to the SPA and Joinder (such notes under the SPA and Joinder, the “SPA Notes”). We refer to the SPA Warrants in this prospectus as the “Warrants.” Additional details regarding the securities to which this prospectus relates and the Selling Securityholders is set forth in this prospectus under “Information Related to Offered Securities” and “Description of Securities.” We will not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Securityholders. We could receive up to an aggregate of approximately $37.5 million if all of the SPA Warrants held by the Selling Securityholders are exercised for cash. However, we will only receive such proceeds if and when the holders of the SPA Warrants exercise the SPA Warrants for cash. The exercise of the SPA Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our shares of Class A Common Stock and the spread between the exercise price of the SPA Warrants and the price of our Class A Common Stock at the time of exercise. As of February 27, 2023, we have 73,290,750 outstanding SPA Warrants, which are exercisable at exercise prices of between $0.2275 and $1.05 per share. If the market price of our Class A Common Stock is less than the exercise price of a holder’s SPA Warrants, it is unlikely that holders will exercise their SPA Warrants. As of March 22, 2023, the closing price of our Class A Common Stock was $0.4785 per share. There can be no assurance that all of our SPA Warrants will be in the money prior to their expiration. Our SPA Warrants are redeemable under certain conditions for $0.01 per warrant and exercisable on a cash or cashless basis. As such, it is possible that we may never generate any cash proceeds from the exercise of our SPA Warrants. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares. The Selling Securityholders may sell the shares of Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.” We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.” Sales of a substantial number of share