FF EAI Robotics Ecosystem Inc.: agrees to acquire RobotCo's robotics business

What happened

• The company reported that on Oct 12, 2026 it entered into a transaction agreement to acquire the robotics business from Smart Technology Holdings Ltd. (the “Cayman Seller”) and Faraday Future Intelligent Electric Inc. (“FFAI”). The acquisition involves FF EAI Robotics Inc. (“RobotCo”) and a wholly owned subsidiary, FFR Acquisition Sub LLC (“Merger Sub”). The Special Committee and the board unanimously approved the Transaction Agreement. A transition services agreement among the company, FFAI and RobotCo became effective Oct 1, 2026.

Key details

• Purchase price formula: US$200,000,000 multiplied by (1 − outstanding options immediately before Closing divided by fully diluted shares immediately before Closing); consideration share price US$2.246.
• Consideration to be issued as 1,315,313 shares of common stock and 65,475 shares of non-voting convertible preferred stock; each preferred share convertible into 1,000 common shares; preferred conversion blocked until requisite stockholder approval.
• At Closing, RobotCo will merge into Merger Sub; outstanding RobotCo options will be assumed and adjusted at an exchange ratio of 0.89.
• Transaction-related agreements: form of lock-up (18-month lock on 100% of consideration securities), form of support agreement, amended and restated lead investor agreement dated Oct 12, 2026 (designates FF Global Partners LLC as lead investor with director designation and other rights), and a PIPE securities purchase agreement for up to US$10,000,000 (subscription price: lower of Nasdaq Official Closing Price before signing and US$2.246; Schedule I lists US$1.50).
• Transition Services Agreement fees equal FFAI’s actual direct documented costs, initial term 12 months. PIPE securities subject to a 4.99% beneficial ownership limit (can be increased to 9.99% with notice).

Why it may matter

• This filing reports Item 1.01, entry into a material definitive agreement, describing the Transaction Agreement and related documents that govern the proposed acquisition of the Robotics Business. The filing also includes Item 3.02 reporting unregistered sales of equity securities in connection with the Transactions and Item 7.01 furnishing a press release and investor presentation dated Oct 14, 2026. This filing does not show why an insider traded or why the company acted.