法拉第未来美股招股说明书(2025-09-16版)

This prospectus relates to the offer and sale from time to time by the Selling Securityholders, of up to an aggregate of (i)9,560,656 shares of Class A common stock, par value $0.0001 per share, of Faraday Future Intelligent Electric Inc. (“FFAI” and suchClass A common stock, the “Class A Common Stock”) issuable upon the conversion of certain unsecured convertible promissory notes(the “March Unsecured Notes”) issued in a private placement to certain institutional investors (the “March Financing”) pursuant to aSecurities Purchase Agreement, dated as of March 21, 2025 (the “March SPA”); (ii) 1,770,492 shares (the “March IncrementalShares”) of Class A Common Stock issuable upon the conversion of March Incremental Notes (as defined below) issued in the MarchFinancing pursuant to the March SPA; (iii) 3,608,772 shares of Class A Common Stock issuable upon the conversion of certain seniorunsecured convertible promissory notes (the “June Additional May 2023 Unsecured Notes”, such underlying shares, the “JuneAdditional May 2023 Unsecured SPA Shares”) issued to certain accredited investor in connection with that certain securities purchaseagreement by and between the Company and certain institutional investors, dated May 8, 2023, as amended from time to time (the“Unsecured SPA”); (iv) 4,310,345 shares (the “December Incremental Shares”) of Class A Common Stock issuable upon theconversion of December Incremental Notes (as defined below) issued in the December Financing pursuant to the December SPA; and(v) 390,164 shares of Class A Common Stock issuable upon the exercise of placement agent warrants to purchase up to 390,164 sharesof Class A Common Stock (such warrants, the “March PA Warrants” and such shares of Class A Common Stock underlying the MarchPA Warrants, the “March PA Shares”) issued pursuant to that certain placement agency agreement dated as of March 21, 2025, by andbetween FFAI and Univest Securities, LLC (the “Placement Agent” and such agreement, the “March PAA”). Additional detailsregarding the securities to which this prospectus relates and the Selling Securityholders are set forth in this prospectus under“Information Related to Offered Securities” and “Description of Securities.” We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under the (i) MarchSPA, (ii) Unsecured SPA, (iii) December SPA, and (iv) March PAA, as applicable, among us and the Selling Securityholders. Ourregistration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of theshares underlying the March Unsecured Notes and March Incremental Notes (collectively, the “March SPA Shares”), the JuneAdditional May 2023 Unsecured Shares, December Incremental Shares or the March PA Shares. The Selling Securityholders mayoffer, sell or distribute all or a portion of their March SPA Shares, March PA Shares, December Incremental Shares and JuneAdditional May 2023 Unsecured Shares, as applicable, in a number of different ways and at varying prices, including publicly orthrough private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of theMarch SPA Shares, the June Additional May 2023 Unsecured Shares, the December Incremental Shares or the March PA Sharespursuant to this prospectus. We provide more information about how the Selling Securityholders may sell March SPA Shares, the JuneAdditional May 2023 Unsecured Shares, the December Incremental Shares and March PA Shares in the section entitled “Plan ofDistribution.” Sales of a substantial number of shares of Class A Common Stock in the public market, including the resale of theshares of common stock held by FFAI stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at anytime. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stockintend to sell shares, could reduce the market price of the Class A Common Stock and make it more difficult for you to sellyour holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a largenumber of shares being registered pursuant to the registration statement of which this prospectus forms a part, the SellingSecurityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for asignificant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and pricepressures resulting from an offering pursuant to the registration statement may continue for an extended period of time. Our shares of Class A Common Stock and our public warrants (“Public Warrants”) are listed on The Nasdaq Stock Market(“Nasdaq”), under the symbols “FFAI” and “FFAIW,” respectively. On September 10, 2025, the closing price of our Class A CommonStock was $1.67 per share and the closing pric