法拉第未来美股招股说明书(2026-07-20版)

Up to 60,000,000 Shares of Class A Common StockIssuable Upon Conversion of the Secured SPA Notes500,000 Shares of Class A Common Stock1,506,269 Shares of Class A Common Stock Issued to the Vendors This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of: (i) up to 60,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), ofFaraday Future Intelligent Electric Inc. (the “Company”), which consists of shares of Class A Common Stock issuable upon conversion ofcertain senior convertible notes issued in a private placement to certain institutional investors (the “Purchasers”) pursuant to a securitiespurchase agreement, dated as of May 15, 2026, as amended from time to time (the “Secured SPA”) (such convertible notes issued under theSecured SPA being referred to herein as the “Secured SPA Notes”), (ii) up to 500,000 shares of Class A Common Stock issued to a certaininvestor (the “Investor”) pursuant to a securities purchase agreement, dated February 4, 2026, as amended and restated on April 14, 2026 (as soamended and restated, the “April SPA”), (iii) 954,545 shares of Class A Common Stock (the “Costamp Settlement Shares”) issued toCOSTAMP S.r.l., an Italian corporation (“Costamp”), in settlement of amounts owed to it, pursuant to a certain settlement agreement by andamong the Company, Faraday & Future Inc., a California corporation wholly owned by the Company (“Faraday Future”), and Costamp, datedas of December 15, 2025 (the “Costamp Settlement Agreement”) and (iv) 551,724 shares of Class A Common Stock (the “Nemat SettlementShares”) issued to a designee of Nemat, Inc., a California corporation (“Nemat” and together with Costamp, the “Vendors”), in settlement ofamounts owed to it, pursuant to a certain settlement agreement by and among the Company, Faraday Future, and Nemat, dated as of April 21,2026 (the “Nemat Settlement Agreement”). Additional details regarding the securities to which this prospectus relates and the SellingStockholders are set forth in this prospectus under “Description of Securities.” We are registering the securities for resale pursuant to the Selling Stockholders’ registration rights under the Secured SPA. Ourregistration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of ClassA Common Stock. The Selling Stockholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock in a numberof different ways and at varying prices, including publicly or through private transactions at prevailing market prices or at negotiated prices. Wewill not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Stockholders pursuant to this prospectus. Weprovide more information about how the Selling Stockholders may sell the shares 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 ofClass A Common Stock held by the Selling Stockholders pursuant to this prospectus, any other prospectus or pursuant to Rule 144,could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stockintend to sell shares, could reduce the market price of the Class A Common Stock and make it more difficult for you to sell yourholdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number ofshares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Stockholders willcontinue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, theprecise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offeringpursuant 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 July 17, 2026, the closing price of our Class A Common Stock was $0.1340 pershare and the closing price of our Public Warrants was $0.0149 per Public Warrant. The shares of Class A Common Stock being offered pursuant to this prospectus are shares of Faraday Future IntelligentElectric Inc., a holding company incorporated in the State of Delaware. As a holding company with no material operations of its own,the Company conducts its operations through its operating subsidiaries. We currently have a majority of our operations in the U.S.conducted through our U.S.-domiciled operating subsidiaries. We also operate our business in the People’s Republic of China and planto have significant operations in