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法拉第未来美股招股说明书(2023-09-27版)

2023-09-26美股招股说明书小***
法拉第未来美股招股说明书(2023-09-27版)

Faraday Future Intelligent Electric Inc. Class A Common Stock We have entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”)with Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., A.G.P./Alliance Global Partners,Wedbush Securities Inc. and Maxim Group LLC (the “Sales Agents”) to offer and sell up to $90.0 millionof our Class A common stock, $0.0001 par value per share (“Class A Common Stock”), offered by thisprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class ACommon Stock at any time and from time to time through or to the Sales Agents as sales agent or principal.Sales of our Class A Common Stock , if any, will be made at market prices by any method that is deemedto be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”). The aggregate compensation payable to the Sales Agents shall be up to 3.5% of the gross salesprice of the shares sold through the Sales Agents pursuant to the Sales Agreement. In connection with thesale of the common stock on our behalf, the Sales Agents will be deemed to be an “underwriter” within themeaning of the Securities Act, and the compensation of the Sales Agents will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the SalesAgents with respect to certain liabilities, including liabilities under the Securities Act or the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use theircommercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalfany shares to be offered by us under the Sales Agreement. There is no arrangement for funds to be receivedin any escrow, trust or similar arrangement. Our common stock is listed on the Nasdaq Stock Market under the symbol “FFIE.” On September22, 2023, the closing price of our Class A Common Stock on the Nasdaq Stock Market was $3.92 pershare. The shares of Class A Common Stock being offered pursuant to this prospectus supplementare shares of Faraday Future Intelligent Electric Inc., a holding company incorporated in the State ofDelaware. As a holding company with no material operations of its own, the Company conducts itsoperations through its operating subsidiaries. We currently have a majority of our operations in theU.S. conducted through our U.S.-domiciled operating subsidiaries. We also operate our business inthe People’s Republic of China and plan to have significant operations in the future in both Mainland China and Hong Kong (together, “PRC” or “China”) through our subsidiaries organizedin the PRC (collectively, the “PRC Subsidiaries”). Investors in our Class A Common Stock should beaware that they are purchasing equity solely in the Company, a Delaware holding company. Thereare various risks associated with our current operating presence in China and the potentialexpansion of our operations in China (including Hong Kong), which is subject to political andeconomic influence from China. Recently, the Chinese government initiated a series of regulatoryactions and made statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market, enhancing supervision overChina-based companies that seek to conduct offshore securities offerings or be listed overseas,adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts inanti-monopoly enforcement. Since these statements and regulatory actions are new, it is highlyuncertain how soon legislative or administrative regulation-making bodies will respond and whatexisting or new laws or regulations or detailed implementations and interpretations will be modifiedor promulgated if any, and the potential impact such modified or new laws and regulations will haveon our business operations, our ability to accept foreign investments and to maintain the Company’slisting on a U.S. exchange. The Chinese government may intervene or influence the operations of ourPRC Subsidiaries, or at any time exert more control over offerings conducted overseas and foreigninvestment in China-based issuers in accordance with PRC laws and regulations, which could resultin a material change in our operations and/or a material reduction in the value of our Class ACommon Stock. Additionally, the governmental and regulatory interference could significantly limitor completely hinder our ability to offer or continue to offer our shares of Class A Common Stock toinvestors and cause the value of such securities to significantly decline or be worthless. For a detaileddescription of risks related to our PRC operations, see “Risk Factors – Risks Related to FF’sOperations in China” in our Annual Report on Form 10-K/A for the year ended Dece