法拉第未来美股招股说明书(2024-11-29版)

Up to 29,659,781 Shares of Class A Common Stock Issued to a Former Vendor andIssuable Upon Exercise of the Warrants and PA Warrants and Conversion of the SPA Notes andApplicable Tranche D Notes This prospectus relates to the issuance by us, and the offer and sale from time to time by theSelling Securityholders, of up to an aggregate of 29,659,781 shares of the 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”), of which (i) up to 28,017,654 Class A Common Stock are issuable uponexercise of certain warrants (the “Warrants”), and placement agent warrants (the “PA Warrants”); andconversion of certain secured convertible promissory notes (the “Secured Notes”) and certain IncrementalNotes (as defined below, together with the Secured Notes, the “SPA Notes”) underlying the incrementalwarrants (the “Incremental Warrants”, together with the Warrants and PA Warrants, the “SPA Warrants”),issued in a private placement (such Class A Common Stock, as exercisable and convertible under the SPANotes and the Warrants and PA Warrants, the “SPA Shares”), to certain institutional investors pursuant to aSecurities Purchase Agreement, dated as of September 5, 2024 (the “SPA”, with Secured Notes, Warrants,and Incremental Warrants, the “Financing Documents”); (ii) up to 561,833 shares of Class A CommonStock underlying the Applicable Tranche D Notes held by several holders, issued by the Company pursuantto certain Pre-existing SPA; and (iii) 1,080,294 shares of Class A Common Stock issued to PalantirTechnologies Inc. (“Palantir”) in settlement of amounts owed to Palantir. Additional details regarding thesecurities to which this prospectus relates and the Selling Securityholders are set forth in this prospectusunder “Information Related to Offered Securities” and “Description of Securities.” We are registering the securities for resale pursuant to the Selling Securityholders’ registrationrights under the SPA between us and the Selling Securityholders. Our registration of the securities coveredby this prospectus does not mean that the Selling Securityholders will offer or sell any of the SPA Shares.The Selling Securityholders may offer, sell or distribute all or a portion of their SPA Shares in a number ofdifferent ways and at varying prices, including publicly or through private transactions at prevailing marketprices or at negotiated prices. We will not receive any proceeds from the sale of the SPA Shares pursuant tothis prospectus. We provide more information about how the Selling Securityholders may sell the SPAShares in the section entitled “Plan of Distribution.” Sales of a substantial number of shares of Class A Common Stock in the public market,including the resale of the shares of common stock held by FFIE stockholders pursuant to thisprospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in themarket that the holders of a large number of shares of Class A Common Stock intend to sell shares,could reduce the market price of the Class A Common Stock and make it more difficult for you tosell your holdings at times and prices that you determine are appropriate. Furthermore, we expectthat, because there is a large number of shares being registered pursuant to the registrationstatement of which this prospectus forms a part, the Selling Securityholders will continue to offer thesecurities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significantperiod of time, the precise duration of which cannot be predicted. Accordingly, the adverse marketand price pressures resulting from an offering pursuant to the registration statement may continuefor an extended period of time. Our shares of Class A Common Stock and our public warrants (“Public Warrants”) are listed onThe Nasdaq Stock Market (“Nasdaq”), under the symbols “FFIE” and “FFIEW,” respectively. OnNovember 26, 2024, the closing price of our Class A Common Stock was $1.34 per share and the closingprice of our Public Warrants was $0.020 per Public Warrant. The shares of Class A Common Stock being offered pursuant to this prospectus are shares ofFaraday Future Intelligent Electric Inc. (“FFIE”), a holding company incorporated in the State ofDelaware. As a holding company with no material operations of its own, FFIE 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 bothMainland 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 FFIE, a Delaware holding company. There arevarious risks associated