Faraday Future Reports Special Meeting Votes; $25M Private Placement Approved

What Happened

• Faraday Future Intelligent Electric Inc. (FFAI) held a special meeting of stockholders on August 12, 2026 (record date June 17, 2026) and reported the certified voting results.
• Stockholders approved a private placement under a Securities Purchase Agreement dated May 15, 2026: issuance of senior convertible promissory notes totaling $25 million that, if converted, would equal 20% or more of Class A common stock outstanding immediately prior to such issuance.
• Stockholders did not approve an amendment to change the company’s name to “Faraday Future Physical AI Ecosystem Inc.”
• Stockholders approved an adjournment proposal allowing the meeting to be adjourned to solicit additional proxies if needed.

Key Details

• Record date voting power: 351,244,672 shares (346,161,912 Class A; 6,667 Class B; 5,071,258 Series B preferred; 11,502 Series C preferred). A quorum was present.
• Private placement vote totals: For 104,320,304; Against 2,322,259; Abstentions 230,709; Broker non-votes 111,747,199.
• Name change vote totals: For 145,312,739; Against 71,277,813; Abstentions 2,029,919 — proposal failed (did not reach majority of voting power of all outstanding common and preferred shares voting as a class).
• Adjournment vote totals: For 211,950,795; Against 5,981,908; Abstentions 687,768.
• Under the Purchase Agreement, the company must file a registration statement to register resale of 200% of the shares issuable upon conversion of the notes within 45 days of the closing date and seek effectiveness within 105 days; the registration must remain effective until no investor holds notes or shares issuable on conversion.

Why It Matters

• Approved $25M in convertible notes provides near-term financing but could lead to significant dilution: conversion could represent 20%+ of Class A shares outstanding at issuance.
• The company has committed to file and maintain a registration statement for resale of the conversion shares, which affects when investors in the notes can publicly sell converted shares and influences market liquidity.
• Rejection of the name-change proposal means no immediate corporate rebranding; approval of the adjournment provides the board flexibility to continue soliciting votes if additional proposals or vote changes are needed.