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Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event
14. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Unaudited Condensed Consolidated Financial Statements.
The Company is generally required to maintain certain insurance coverage that, as of and subsequent to March 31, 2024, lapsed due to lack of payment.
On May 17, 2024, FF Adventures SPV XVIII LLC (the “Buyer”), a third-party investment firm affiliated with ATW Partners, LLC, purchased $11.9 million of Unsecured SPA Notes from Streeterville. In connection with the purchase and sale, Streeterville assigned and transferred all rights, title and interest to the Buyer clear of any lien, claim, or encumbrance.
Subsequent Unsecured Convertible Notes
Subsequent to March 31, 2024, the Company issued unsecured convertible notes to a third party totaling $12.3 million with due dates ranging from July 8, 2024 through October 27, 2024 at 4.27% interest. Of this amount, $1.4 million is in default due to non-payment, as of the date of issuance of these Unaudited Condensed Consolidated Financial Statements. Principal and accrued interest are convertible at the option of the third party into either (a) Common Stock of the Company at a conversion price per share equal to the closing stock price on the trading day immediately prior to the day on which the lender provides a conversion notice or (b) unsecured convertible notes of the Company pursuant to the terms contained in the Unsecured SPA.
Subsequent SPA Activity
Subsequent to March 31, 2024, the Company received additional funding through additional SPA Notes totaling $6.5 million in aggregate principal amount. In addition, $15.4 million of principal and $8.3 million of interest of SPA Notes was converted into 282.7 million shares of Class A Common Stock.
Subsequent Lease and Other
On July 11, 2024, Faraday&Future, Inc. (“F&F”), a California corporation and a wholly owned subsidiary of the Company, entered into a $4.9 million lease financing arrangement under a Master Lease Agreement (the “Master Lease”) with UTICA LEASECO, LLC (“Utica”). Under the Master Lease, Utica is leasing to F&F certain machinery, vehicles, equipment and/or other assets (the “Equipment”) described in the equipment schedule dated as of July 11, 2024 (the “Equipment Schedule”) and F&F will pay Utica 51 monthly payments of $0.1 million. The Master Lease has a four-year term, subject to an end of term buyout option for $0.5 million, under certain conditions. In addition, after the 19th month, F&F may terminate the lease under certain conditions and upon payment of certain fees.
Under the Master Lease, F&F retains title to the Equipment, granting Utica a first priority security interest therein. The Master Lease contains customary representations and warranties, covenants relating to the use and maintenance of the Equipment, indemnification and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, and certain bankruptcy and insolvency events, customary for leases of this nature. The Master Lease further grants to Utica certain remedies upon a default, including the right to cancel the Master Lease, to accelerate all rent payments for the remainder of the term of the Master Lease, to recover liquidated damages, or to repossess and re-lease, sell or otherwise dispose of the Equipment.
The Master Lease and all related arrangements are guaranteed by the Company under a Master Lease Guaranty (the “Guaranty”). Under the Guaranty, the Company has unconditionally guaranteed the obligations of F&F under the Master Lease and related agreements for the benefit of the Utica.
On July 11, 2024, F&F and Utica entered into a Post-Closing Agreement, pursuant to which F&F agreed to provide Utica rent-free access to the Company’s Hanford location (the “Hanford Premises”) and Gardena location (the “Gardena Premises”) for 120 days (the “Hanford Premises Access Period” and the “Gardena Premises Access Period”), in order to reclaim the collateral under the Master Lease in the event of a default. F&F agreed to make immediate prepayments of $0.1 million and $1.4 million for the Hanford Premises Access Period and the Gardena Premises Access Period, respectively, to be applied as set forth in the Post-Closing Agreement. F&F agreed to make an additional prepayment of $0.1 million under the Master Lease, also to be applied in accordance with the Post-Closing Agreement.