Faraday Future Announces Term Sheet to Sell Robotics Unit to AIxCrypto for $200M

What Happened
Faraday Future Intelligent Electric, Inc. (FFAI) entered a non‑binding term sheet on September 25, 2026 (filed on Sept. 28, 2026) under which its majority‑owned subsidiary AIxCrypto Holdings, Inc. (AIxC) would acquire the Company’s robotics business. The parties expect a two‑step deal (asset/equity acquisition followed by a forward merger) with an aggregate purchase price of about US$200 million, to be paid in AIxC common stock and non‑voting convertible preferred stock. The board formed a Special Committee to handle this related‑party transaction (FFAI is majority owner of AIxC and Jerry Wang is AIxC CEO and FFAI Global Executive Chairman); the Special Committee unanimously approved the Term Sheet and recommended execution to the Board, which also approved the Term Sheet. The Term Sheet is non‑binding except for specified confidentiality and similar provisions.

Key Details

• Date: Term Sheet signed Sept. 25, 2026; 8‑K filed Sept. 28, 2026.
• Consideration: ~$200 million payable in AIxC common stock and non‑voting convertible preferred; per‑share price = the lower of $2.246 or the 5‑day Nasdaq closing price average before signing definitive agreements.
• Timeline & conditions: Target close in Q4 2026, subject to definitive agreements, Special Committee and Board approval, a satisfactory fairness opinion, Nasdaq and regulatory approvals, no material adverse change, and key employee arrangements.
• Protections/agreements: 18‑month lock‑up on AIxC securities, investor rights/board nomination arrangements, and two‑year non‑compete/nonsolicit covenants (with carve‑outs for non‑robotics EV/automotive businesses). Executive equity options in the robotics unit are excluded from the sale.

Why It Matters
This transaction would divest Faraday Future’s robotics business and convert the purchase price into equity of AIxC rather than cash, which could change the company’s asset mix and future income potential. Because AIxC is majority‑owned by FFAI and led by a common executive, the Special Committee review and the requirement for a fairness opinion are important governance steps for minority shareholders. The term sheet is non‑binding, so material terms, timing and closing remain subject to negotiation and regulatory review.