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Washington, D.C. 20549








Date of Report (Date of earliest event reported): February 28, 2023


Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-39395   84-4720320
(State or other jurisdiction
 of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


18455 S. Figueroa Street    
Gardena, CA   90248
(Address of principal executive offices)   (Zip Code)


(424) 276-7616

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   FFIE   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share   FFIEW   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.








Explanatory Note


This Current Report on Form 8-K/A is being filed by Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on March 1, 2023 to announce the preliminary results of the special meeting of stockholders held by the Company on February 28, 2023 (the “Special Meeting”). This Amendment is being filed to disclose the final voting results received from the independent inspector of elections for the Special Meeting.





Item 5.07. Submission of Matters to a Vote of Security Holders.


On February 28, 2023, the Company held the Special Meeting. Of the 688,277,478 shares of Company common stock outstanding as of the record date of January 31, 2023, 480,741,797 shares were represented at the Special Meeting, either in person or by proxy, constituting a quorum. Based on the certified final voting report provided by the inspector of elections, the Company’s stockholders approved Proposals 1 and 2 at the Special Meeting, as described in the Company’s proxy statement for the Special Meeting on Schedule 14A, which was filed with the Securities and Exchange Commission on February 3, 2023.


The proposals voted on and approved by the Company stockholders at the Special Meeting are as set forth below:


Proposal 1


Stockholders approved, as is required by the applicable rules and regulations of the Nasdaq Stock Market, advances of common stock of the Company issued or to be issued to YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), pursuant to the Standby Equity Purchase Agreement, dated November 11, 2022, between the Company and Yorkville, including the issuance of any shares in excess of 19.99% of the issued and outstanding shares of the Company’s common stock.


For   Against   Abstain   Broker Non-Votes
293,349,966   72,235,726   391,983   114,764,122


Proposal 2


Stockholders approved the adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 815,000,000 to 1,690,000,000, increasing the total number of authorized shares of common stock and preferred stock from 900,000,000 to 1,775,000,000.


For   Against   Abstain   Broker Non-Votes
404,479,148   76,036,511   226,138   N/A







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 2, 2023 By: /s/ Yun Han
  Name:   Yun Han
Title: Interim Chief Financial Officer