{"url_path":"/sec/ffai/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1805521/0001628280-26-035138-index.html","accession_number":"0001628280-26-035138","cik":"0001805521","ticker":"FFAI","issuer_name":"FARADAY FUTURE INTELLIGENT ELECTRIC INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1805521/0001628280-26-035138-index.html","primary_entity_key":"0001805521","primary_entity_name":"FARADAY FUTURE INTELLIGENT ELECTRIC INC."},"word_count":644,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities\n\nUnregistered Equity Issuance – SPA Portfolio Conversions\n\nDuring the three months ended March 31, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of March 31, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end.\n\nAs of the date of this report, SPA Portfolio Notes and related warrants and Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising.\n\nThe shares of Class A common stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement. However, certain holders may be able to resell shares issued upon conversion or exercise pursuant to an exemption from registration, including Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions.\n\n98\n\n[Table of Contents](#ia782d85565a84716b8100f27a1f2d058_13)\n\nUnregistered Equity Issuance – COSTAMP S.R.L Settlement\n\nIn December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l. (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l. v. Faraday Future Intelligent Electric, Inc., Case No. 25-CV-4531, pending in the U.S. District Court for the Central District of California. Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.6 million of cash payments and $1.1 million of shares of Class A Common Stock. Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.\n\nPursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.\n\nUnregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to March 31, 2026\n\nIn April 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC. The Company expects to issue certain unregistered equity and equity-linked securities. The securities are expected to be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D."}