Notes Payable (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of notes payable

	March 31, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates			Unpaid Principal Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants			Net Carrying Value		Interest Expense for the Three Months Ended March 31, 2022
June 9, 2021 Note 1 and Note 2	December 9, 2022		0.00	%	$	40,000	$	8,697	$	(9,522	)	$	39,175	$	—
August 10, 2021 Optional Notes	February 10, 2023		15.00	%		33,917		11,499		(11,518	)		33,898		1,272
Notes payable – China various other	Due on Demand		0.00	%		5,483		—		—			5,483		—
PPP Loan	April 17, 2022		1.00	%		193		—		—			193		—
Auto loans	Various		Various			116		—		—			116		—
					$	79,709	$	20,196	$	(21,040	)	$	78,865	$	1,272

	Three months ending March 31, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates			Net carrying value at 12/31/2021		Fair Value Measurement Adjustments			Payment Premium		Cash Payment
March 1, 2021 Notes(1)	March 1, 2022		14.00	%	$	56,695	$	(1,695	)	$	—	$	(55,000	)
August 26, 2021 Notes(1)	March 1, 2022		14.00	%		30,924		(924	)		2,065		(32,065	)
					$	87,619	$	(2,619	)	$	2,065	$	(87,065	)

(1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14.0% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721.

	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates			Unpaid Balance		Net Carrying Value at 12/31/21
Related party notes - China(1)	Due on Demand		18.00	%	$	9,411	$	9,411
Related party notes - China various other(2)	Due on Demand		0.00	%		4,244		4,244
Total related party notes payable					$	13,655	$	13,655

	December 31, 2020
Note Name	Contractual Maturity Date	Contractual Interest Rates		Unpaid Balance		Fair Value Measurement Adjustments		0% Coupon Discount			Loss (Gain) on Extinguishments			Net Carrying Value at 12/31/2020
Related party note (3)	June 30, 2021		12.00%	$	240,543	$	—	$	(861	)	$	204		$	239,886
Related party note (4)	Due on Demand		15.00%		10,000		—		—			—			10,000
Related party notes – NPA tranche (5)	October 6, 2021		10.00%		27,593		5,356		—			—			32,949
Related party notes – China (1)	Due on Demand		18.00%		9,196		—		—			—			9,196
Related party notes – China various other (2)(6)	Due on Demand		0% coupon, 10.00% imputed		6,548		—		(190	)		(22	)		6,336
Related party notes – China various other (6)	Due on Demand		8.99%		1,410		—		—			(3	)		1,407
Related party notes – Other (7)	Due on Demand		0.00%		424		—		—			—			424
Related party notes – Other (8)	June 30, 2021		6.99%		4,160		—		—			(50	)		4,110
Related party notes – Other (9)	June 30, 2021		8.00%		6,452		—		—			(35	)		6,417
Related party notes - Other (10)	June 30, 2021		1.52%, 8.99%, 8.00%, 2.86%		8,440		—		—			(137	)		8,303
Related party notes – Other (11)	Due on Demand, June 30, 2021		8.99%, 6.99%		1,760		—		—			(11	)		1,749
Related party notes – Other (12)	June 30, 2021		8.00%		11,635		—		—			(57	)		11,578
Total related party notes payable				$	328,161	$	5,356	$	(1,051	)	$	(111	)	$	332,355

(1) In April 2017, the Company executed two separate note payable agreements with Chongqing Leshi Small Loan Co., Ltd. (“Chongqing”), for total principal of $8,742. Chongqing was previously controlled by the Company’s founder and former CEO and is a small banking institution. The notes payable matured on April 16, 2018, have no covenants, and are unsecured. The notes bore interest during the note term at 12.00% per annum. As the notes are in default as of December 31, 2021 and 2020, the outstanding balance is subject to an 18.00% compounding interest rate per annum.

(2) The Company issued the following notes with various related parties in China.

(3) During 2016, Faraday & Future (HK) Limited (“F&F HK”) and Leview Mobile (HK) Ltd. (“Leview”) provided the Company with cash contributions for a total of $278,866. F&F HK was previously controlled by the Company’s founder and former CEO and Leview is controlled by the Company’s founder and former CEO. On March 30, 2018, the cash funding was restructured via an agreement in the form of notes payable bearing an annual interest rate of 12.00% and maturing on December 31, 2020. The notes payable are unsecured and there are no covenants associated with these notes payable.

(4) In 2019, the Company borrowed $10,000 from Evergrande Health Industry Group Limited (“China Evergrande”). China Evergrande is an affiliate of a significant shareholder of the Company. The note payable matured on June 30, 2019. The note payable bore interest at an annual rate of 10.00% if repaid through June 30, 2019 and increased to 15.00% per annum thereafter. The note payable was unsecured and there were no covenants associated with this note payable.

(5) The Company issued 10% interest notes with various related parties through the Note Purchase Agreements (“NPA”).

(6) The Company issued the following notes with various related parties in China.

(7) In December 2020, the Company entered into two notes payable for a total of $424. The notes payable did not have a stated maturity or bear interest. The notes had no covenants and were unsecured. In March 2021, the Company received a $200 bridge loan. The two notes payable totaling $424 and the $200 bridge loan were repaid in cash during the year ended December 31, 2021.

(8) In November 2019 and December 2019, the Company executed three notes payable with an affiliated company for total principal of $4,160. The notes payable originally matured on December 31, 2020 and bore interest at 6.99%.

(9) Between January 2020 and August 2020, the Company executed nine notes payable with an affiliated company for a total of $8,422. The notes payable matured on December 31, 2020 and bear interest at 8%, besides one note for $500 which matured on June 30, 2020 and bore interest at 8%. The notes had no covenants and were unsecured.

(10) The Company issued the following notes with a related party.

(11) The Company issued the following notes with a related party.

(12) The Company issued the following notes with a related party.

Schedule of fair value of financial instruments

	March 31, 2022		December 31, 2021
March 1, 2021 Notes
Outstanding principal	$	—	$	55,000
Accrued interest		—		6,455
Interest expense for the three months ended March 31, 2022		1,266		—
Principal payments		55,000		—
Interest payments		7,721		—

	March 31, 2022		December 31, 2021
August 26, 2021 Notes
Outstanding principal	$	—	$	30,000
Accrued interest		—		1,473
Interest expense for the three months ended March 31, 2022		662		—
Principal payments		30,000		—
Interest payments		2,135		—
Payment Premium payments		2,065		—

March 1, 2021 Notes	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	55,000	$	—
Accrued interest		6,455		—
Interest expense		6,455		—
Original issue discount		3,490		—
Proceeds		51,510		—

August 26, 2021 Notes	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	30,000	$	—
Accrued interest		1,473		—
Interest expense		1,473		—
Original issue discount		87		—
Proceeds		29,913		—

June 9, 2021 Note 1	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	20,000	$	—
Original issue discount and debt issuance costs		1,797		—
Proceeds		18,203		—

June 9, 2021 Note 2	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	20,000	$	—
Original issue discount and debt issuance costs		2,600		—
Proceeds		17,400		—

August 10, 2021 Optional Notes	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	33,917	$	—
Accrued interest		183		—
Interest expense		183		—
Original issue discount and debt issuance costs		3,542		—
Proceeds		30,375		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	5,458	$	4,597
Foreign exchange (gain) loss on principal		133		297
Reclassification from related party notes payable		730		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	193	$	9,168
Accrued interest		2		65
Interest expense		92		65
Payroll Protection Program principal forgiveness		8,975		—
Payroll Protection Program interest forgiveness		155		—
Proceeds		—		9,168

	As of and for the Year Ended December 31,
	2021			2020
Outstanding principal	$	—		$	57,293
Accrued interest		—			13,769
Interest expense		3,408			7,387
Foreign exchange (gain) loss on principal		(1,293	)		4,108
Principal settled with equity		56,000			—
Interest settled with equity		17,177			—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	17,637
Accrued interest		—		2,637
Interest expense		976		1,768
Principal conversion premium settled with equity		3,527		—
Interest settled with equity		3,613		—
Principal payments in cash		17,637		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	10,600
Accrued interest		—		2,547
Interest expense		704		1,275
Principal settled with equity		10,600		—
Interest settled with equity		3,251		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	1,500
Accrued interest		—		587
Interest expense		112		203
Principal settled with equity		1,500		—
Interest settled with equity		699		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	7,000
Accrued interest		—		1,682
Interest expense		465		842
Principal and conversion premium settled with equity		10,375		—
Interest settled with equity		2,147		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	3,677
Accrued interest		—		2,314
Interest expense		374		637
Principal settled with equity		3,715		—
Interest settled with equity		2,713		—
Foreign exchange (gain) loss on principal		219		237
Foreign exchange (gain) loss on accrued interest		167		142

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	4,140
Accrued interest		—		569
Interest expense		139		235
Principal settled with equity		4,181		—
Interest settled with equity		713		—
Foreign exchange (gain) loss on principal		260		219
Foreign exchange (gain) loss on accrued interest		44		35
Proceeds		—		766

	As of and for the Year Ended December 31,
	2021			2020
Outstanding principal	$	—		$	729
Accrued interest		—			19
Interest expense		24			19
Principal settled with equity		736			—
Interest settled with equity		44			—
Principal payments		—			32
Foreign exchange (gain) loss on principal		(25	)		—
Foreign exchange (gain) loss on accrued interest		1			—
Proceeds		—			761

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	15,000
Principal and conversion premium settled with equity		20,367		—
Proceeds		—		13,800

January 13 and March 12, 2021 Notes	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	—
Original issue discount and debt issuance costs		1,940		—
Principal and conversion premium settled with equity		23,725		—
Proceeds		16,310		—

	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	15,000
Interest expense		1,334		366
Principal conversion premium settled with equity		2,785		—
Interest and adjustment fee settled with equity		270		—
Principal and conversion premium payments in cash		18,992		—
Interest payments in cash		1,197		366
Proceeds		—		15,000

January 13 and March 8, 2021 Notes	As of and for the Year Ended December 31,
	2021		2020
Outstanding principal	$	—	$	—
Original issue discount and debt issuance costs		1,132		—
Interest expense		632		—
Principal conversion premium settled with equity		2,069		—
Interest settled with equity		82		—
Principal and conversion premium payments in cash		11,582		—
Interest payments in cash		550		—
Proceeds		8,218		—

Schedule of principal maturities of notes payable

Due on demand	$	5,483
2022		40,309
2023		33,917
	$	79,709

Years ended December 31,
2022		130,772
2023		33,917
	$	164,689

Schedule of consists of notes payable

	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates			Unpaid Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants			Net Carrying Value
March 1, 2021 Notes(1)	March 1, 2022		14.00	%	$	55,000	$	7,692	$	(5,997	)	$	56,695
August 26, 2021 Notes(1)	March 1, 2022		14.00	%		30,000		1,011		(87	)		30,924
June 9, 2021 Note 1 and Note 2(2)	December 9, 2022		—	%		40,000		8,503		(9,522	)		38,981
August 10, 2021 Optional Notes(2)	February 10, 2023		15.00	%		33,917		12,283		(11,518	)		34,682
Notes payable - China various other(3)	Due on demand		—	%		5,458		—		—			5,458
Notes payable(4)	April 17, 2022		1.00	%		193		—		—			193
Auto loans	Various		Various			121		—		—			121
					$	164,689	$	29,489	$	(27,124	)	$	167,054

	December 31, 2020
Note Name	Contractual Maturity Date	Contractual Interest Rates			Unpaid Balance		Fair Value Measurement Adjustments		Loss(Gain) on Extinguish- ments			Net Carrying Value
Note payable(5)	Contingent		12.00	%	$	57,293	$	—	$	—		$	57,293
Notes payable – NPA tranche(6)	October 6, 2021		10.00	%		17,637		3,422		—			21,059
Notes payable(7)	June 30, 2021		12.00	%		19,100		—		—			19,100
Notes payable – China various other(8)	Due on Demand		9.00	%		3,677		—		(18	)		3,659
Notes payable – China various other(8)	Various Dates 2021		6.00	%		4,869		—		(62	)		4,807
Notes payable – China various other(3)	Due on Demand		—	%		4,597		—		—			4,597
Note payable(9)	March 9, 2021		—	%		15,000		2,712		—			17,712
Note payable(10)	October 6, 2021		12.75	%		15,000		5,972		—			20,972
Notes payable(4)	April 17, 2022		1.00	%		9,168		—		—			9,168
					$	146,341	$	12,106	$	(80	)	$	158,367

(1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000, receiving net proceeds of $51,510, inclusive of a 4.00% original issue discount and $90 of debt issuance costs paid directly by the lender. The notes payable are collateralized by a first lien on virtually all tangible and intangible assets of the Company and bear interest at 14% per annum. The notes payable mature on March 1, 2022.

(2) On June 9, 2021, the Company amended the NPA to permit the issuance of two notes payable, each with a principal value of $20,000 (“June 2021 Notes”), to a US-based investment firm. The Company received net proceeds of $35,603 as part of the June 2021 Notes inclusive of $4,200 of original issuance discount and $197 of debt issuance costs paid by the lender. The June 2021 Notes are subordinate to the notes payable issued to Ares on March 1, 2021 and August 26, 2021 (see (1) above) and senior in priority to the notes payable issued under the NPA prior to September 9, 2020. The June 2021 Notes mature on December 9, 2022, and do not bear interest unless extended beyond its maturity date by the US-based investment firm, in which case, the June 2021 Notes will bear interest at 10% per annum starting upon their original maturity. Each of the June 2021 Notes are subject to an original issue discount of 8% and 13%, respectively. One of the June 2021 Notes with a principal amount of $20,000 contains a conversion premium that, within a year of a Qualified SPAC Merger, the then outstanding principal and accrued interest of the notes playable plus a 30% premium may convert into Class A Common Stock of the Company, at the election of the US-based investment firm.

(3) The Company issued notes with various third parties through its operations in China.

(4) On April 17, 2020, the Company received loan proceeds from East West Bank of $9,168 under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and provided for loans to qualifying businesses. The loans and accrued interest are forgivable so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, as described in the CARES Act. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the later of the first six months or when the amount of the loan forgiveness is determined. The Company used the proceeds for purposes consistent with the PPP requirements. The note matured on April 17, 2022, had no covenants, and was unsecured.

(5) In January 2019, upon extinguishment of a portion of the Faraday and Future (HK) Limited related party notes payable, the Company borrowed $54,179 through notes payable from a Chinese lender. The notes payable originally matured on December 31, 2020, bore interest of 12.00% per annum, had no covenants, and were unsecured.

(6) The Company issued 10% interest notes with various third parties through the NPA. Notes payable issued under the NPA are collateralized by virtually all tangible and intangible assets of the Company. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the notes payable may elect to convert all of the outstanding principal and accrued interest of the notes payable plus a 20% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for these notes payable. See Note 8, Fair Value of Financial Instruments. On October 9, 2020, the Company entered into the Second A&R NPA with Birch Lake and the lender, which extended the maturity dates of all NPA notes to the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default, as defined in the NPA, as amended.

(7) The Company issued the following notes with an interest rate of 12.00% per annum.

(8) The Company issued notes with various third parties through its operations in China.

(9) On September 9, 2020, the Company issued $15,000 of secured convertible promissory notes to a US-based investment firm by entering into a joinder to the NPA, received net proceeds of $13,800, inclusive of an 8% original issue discount. The senior convertible promissory notes bore interest at 0%. The NPA notes mature on the earliest of (i) March 9, 2022, (ii) the Vendor Trust maturity date (See Note 11, Vendor Payables in Trust), as amended, (iii) the maturity of any First Out NPA Notes, which include the notes with Birch Lake and FF Ventures (“First Out Notes”), or (iv) the acceleration of the NPA notes payable pursuant to an event of default.

(10) On October 9, 2020, the Company entered into a Second A&R NPA with Birch Lake borrowing $15,000 in secured convertible notes payable (“BL Notes”). The BL Notes accrued interest at 12.75% per annum through January 31, 2021 and at 15.75% per annum thereafter. The BL Notes mature on the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default. Additionally, the BL Notes contain a liquidation premium that ranges from 35% to 45% depending on the timing of settlement with 50% of this premium convertible into equity and the lender is able to demand repayment if an event of default, change in control, or a Qualified SPAC Merger occurs. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger is a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments. The fair value of the note payable was $20,972 as of December 31, 2020.

Schedule of accrued interest and conversion premiums pursuant to the closing of the business combination

	Year ending December 31, 2021
Note Name	Net Carrying Value at 12/31/2020		Borrowings, net of OID		Fair Value Measurement Adjustments		Accrued Interest at Settlement		FX and Other			Cash Payment			Equity Settlement			Net Carrying Value at 12/31/2021		Loss (Gain) at Settlement
Settlement prior to the Business Combination:
Note payable(5)	$	57,293	$	—	$	—	$	17,177	$	(1,293	)	$	—		$	(73,177	)	$	—	$	—
Notes payable(7)		19,100		—		—		6,098		—			—			(25,198	)		—		—
Subtotal settlements prior to the Business Combination		76,393		—		—		23,275		(1,293	)		—			(98,375	)		—		—
Settlements in the Business Combination:
Notes payable – NPA(6)		21,059		—		104		3,614		—			(17,636	)		(7,141	)		—		2,699
Notes payable – China(8)		3,659		—		—		2,713		56			—			(6,428	)		—		2,430
Notes payable – China(8)		4,807		—		—		757		110			—			(5,674	)		—		2,145
Note payable(9)		17,712		—		1,988		—		667			—			(20,367	)		—		7,698
January 13 and March 12, 2021 Notes(9)		—		16,790		6,935		—		—			—			(23,725	)		—		8,968
Note payable(10)		20,972		—		138		270		667			(18,992	)		(3,055	)		—		1,155
January 13 and March 8, 2021 Notes(10)		—		8,750		4,901		82		—			(11,582	)		(2,151	)		—		813
Subtotal settlements in the Business Combination		68,209		25,540		14,066		7,436		1,500			(48,210	)		(68,541	)		—		25,908
Notes payable(4)		9,168		—		—		—		(8,975	)		—			—			193		(8,975	)
Total	$	153,770	$	25,540	$	14,066	$	30,711	$	(8,768	)	$	(48,210	)	$	(166,916	)	$	193	$	16,933