Faraday Future (FFAI) Amends March 2025 Financing Agreement

What Happened
Faraday Future Intelligent Electric Inc. (FFAI) announced on Aug. 20, 2026 that it entered an Amendment Agreement to modify the Securities Purchase Agreement it signed on March 21, 2025. The original deal called for up to $41 million in financings (≈ $39.5M cash and ≈ $1.5M converted from a prior loan) across four closings; three closings have occurred (Apr 4, 2025; May 28, 2025; Jul 11, 2025) and the fourth closing had not yet occurred. The amendment splits the remaining fourth closing into two closings, changes the form of the unsecured convertible notes to be issued, and removes the company’s obligation to issue (and investors’ right to receive) certain common-stock purchase warrants at the remaining closings.

Key Details

• Aggregate financing under the March SPA: $41.0 million (≈ $39.5M cash + ≈ $1.5M converted loan).
• Amendment signed: August 20, 2026. Three completed closings: Apr 4, 2025; May 28, 2025; Jul 11, 2025. Fourth closing now split into two separate closings.
• Warrants removed: Company eliminated issuance of Common Warrants and Incremental Warrants at the remaining closings and revised outstanding Incremental Warrants to remove any obligation to issue Common Warrants on exercise.
• Unsecured notes amended (A&R Notes): conversion price adjustments now occur only on three events — the final closing, receipt of Stockholder Approval, and effectiveness of the Registration Statement — each set to 100% of the Closing Bid Price on the trading day immediately prior to the applicable event.

Why It Matters
This amendment changes the structure and potential dilution from the March 2025 financing by removing future warrant issuances and narrowing when conversion prices for the convertible notes can reset. For investors, that reduces some future dilution tied to warrants and clarifies when note conversion prices may change, but it also postpones and splits remaining funding events (the final closings), which can affect timing of cash inflows to the company. All material contract documents were filed as exhibits to the 8-K.