Liquidity and Capital Resources and Going Concern

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Capital Resources and Going Concern

Liquidity and Capital Resources and Going Concern

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Unaudited Condensed Consolidated Financial Statements were issued.

Preparation of Financial statements

The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Capital Investment, SPA Portfolio Debt, and Future Equity Plans

The Company has and will continue to devote substantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising. The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $4,671.5 million, an unrestricted cash balance of $62.9 million and a negative working capital position of $121.2 million as of September 30, 2025.

During 2023, the Company commenced deliveries of the FF Series, specifically the FF 91 model, to customers. The Company is currently manufacturing the FF 91 with plans to manufacture FF 92 models within the FF Series. The Company has launched the FX Series, beginning with the Super One model, and is accepting pre-orders. The Company is preparing to initiate full-scale, series production of the FX Series, including the Super One, for commercial sale, as distinct from prototype builds or validation units. The Company expects to continue to incur significant operating losses for the foreseeable future.

The Company has funded its operations and capital needs primarily through the issuance of notes payable and related party notes payable convertible notes (see Note 7, Notes Payable and Note 8, Related Party Transactions), and the sale of common stock. Substantial doubt exists about the Company’s ability to continue as a going concern; however, management plans to continue funding operations through these means. Debt Commitments under SPA Portfolio Notes and Other Notes

SPA Portfolio Notes: The Company has issued various financing arrangements collectively known as the SPA Portfolio Notes. These are categorized as follows: (i) Secured SPA Notes (defined below); (ii) 2023 Unsecured SPA Notes (defined below); (iii) Junior Secured SPA Notes (defined below); (iv) 2024 Unsecured SPA Notes (defined below); (v) 2025 March Unsecured SPA Notes (defined below) and (vi) 2025 July Unsecured SPA Notes (defined below). As of September 30, 2025, the SPA Portfolio Notes were in good standing.

Pursuant to the SPA Portfolio Notes commitments (collectively the “SPA Commitments”) (see Note 7, Notes Payable and Note 8, Related Party Transactions), the Company obtained commitments from several investors. As of September 30, 2025, the SPA Commitments totaled $739.0 million, of which $494.2 million was funded, $189.2 million expired unfunded, $55.6 million remained to be funded, and $52.7 million in principal was outstanding. On September 30, 2025, Optional Commitments (including incremental warrants) under the SPA Commitments totaled $467.0 million, of which $100.4 million was funded, $317.1 million expired unfunded, $49.5 million remained to be funded, and $40.7 million was outstanding. The remaining amounts to be funded as of September 30, 2025, are subject to satisfaction of closing conditions, certain of which include minimum share price requirements, minimum trading volume.

Other Financing Arrangements and Related Party Notes: Additional financing is provided in the form of convertible debt instruments, equipment financing arrangements, sale-leaseback and related party notes that support the Company’s operations and capital expenditures. As of September 30, 2025, the Company was in good standing on all of its other financing arrangements and Related Party Notes.

The Company may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional incremental investors under the SPA Commitments or other debt or equity financing in a timely manner, on acceptable terms, or at all.

Standby Equity Purchase Agreement, At-The-Market Offering, and Equity Issuance Constraints

The Company has implemented a series of financing arrangements, including a Standby Equity Purchase Agreement with Yorkville and an At-The-Market offering. These initiatives are accompanied by equity issuance constraints, such as limitations imposed by authorized share counts and the impact of convertible securities and related provisions. Together, these elements define the Company’s approach to capital raising and its management of associated regulatory and contractual obligations.

Standby Equity Purchase Agreement (“SEPA”)

On November 11, 2022, the Company entered into the SEPA, which expires in November 2025. Under the terms of the SEPA, the Company may, at its option, issue and sell from time to time up to $200.0 million (which can be increased up to $350.0 million in the aggregate under the Company’s option) of Class A Common Stock to YA II PN Ltd. (“Yorkville”), subject to certain limitations. Subsequent to September 30, 2025 and prior to the issuance of this Form 10Q, the SEPA expired. At September 30, 2025 and expiration, the Company had the right to issue and sell up to an additional $192.5 million, or $342.5 million if the Company exercised its option under the SEPA.

At-The-Market Offering

On September 26, 2023, the Company entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., A.G.P./Alliance Global Partners, Wedbush Securities Inc. and Maxim Group LLC, as sales agents, to sell shares of Class A Common Stock, from time to time, with aggregate gross sales proceeds of up to $90.0 million pursuant to the Registration Statement as an “at-the-market” offering under the Securities Act (the “ATM Program”). Under applicable SEC rules and regulations, because the Company failed to timely file its Form 10-K for the year ended December 31, 2023, as well as its Form 10-Qs for the quarters ended March 31, 2024 and June 30, 2024, the Company was previously ineligible to access the ATM Program. However, as of August 1, 2025, the Company regained eligibility to access the ATM Program.

Equity Issuance Constraints

The Company’s ability to issue and sell additional shares of Common Stock or warrants to support ongoing capital needs is further constrained by the number of authorized shares. In addition to outstanding shares, the Company must also consider shares reserved for issuance under convertible debt, warrants or other obligations with equity rights. In addition, equity issuances can potentially trigger various anti-dilution features in the Company’s debt and equity instruments that increase the number of shares to be issued and/or reduce the exercise price. This could result in the Company having inadequate authorized shares to meet its outstanding commitments.

Capital Needs, FX Series Production, and Bankruptcy Risk

The Company projects that it will require substantial additional funds to continue operations and support production of the FF 91, advance the planned FF 92 upgrade program, and it also plans to initiate production of its FX Series of vehicles. If additional capital is not secured, the Company will not have sufficient resources to meet its obligations and continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. The anticipated start of FX Series production is expected to generate new revenue streams and enhance operational performance, partially mitigating near-term cash flow pressures; however, if additional capital is not secured, the Company will not have sufficient resources to meet its obligations or continue operations, potentially resulting in bankruptcy protection, asset liquidation, and minimal or no recovery for equity holders.

On September 29, 2025, the Company completed its investment in AIXC, a Nasdaq-listed life sciences company. This transaction was executed as part of a strategic plan to use AIXC as a corporate platform for future non-automotive initiatives, including investment in digital assets, blockchain and other digital asset ventures. AIXC’s historical life sciences operations post acquisition were immaterial to the Company’s consolidated results for the period.

The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints. The Company expects to fund any new strategic initiatives executed through AIXC using external capital sources or asset reallocations, and no revenues were generated from these initiatives during the three or nine months ended September 30, 2025. While AIXC’s consolidation supports the Company’s long-term strategic flexibility, it does not alleviate the substantial doubt that remains regarding the Company’s ability to continue as a going concern for the next twelve months.

Funding Alternatives and Risks

The Company continues to explore various funding and financing alternatives to fund its ongoing operations and to ramp up production. The particular funding and financing mechanisms, terms, timing, and amounts depend on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. However, there have been delays in securing additional funding commitments, which have exacerbated supply chain pressures, among other things. If the Company’s ongoing capital raising efforts are unsuccessful or significantly delayed, or if the Company experiences prolonged material adverse trends in its business, production will be delayed or decreased, and actual use of cash, production volume and revenue for 2025 will vary from the Company’s previously disclosed forecasts, and such variances may be material. While the Company is actively engaged in negotiations with potential financing sources, it may be unable to raise additional capital on terms acceptable to it or at all. In addition to the risk that the Company’s assumptions and analyses may prove incorrect, the projections may underestimate the professional fees and other costs to be incurred related to the pursuit of various financing options currently being considered and ongoing legal risks. Capital needed to fund the development of the Company’s remaining product portfolio will largely depend on market success and profitability of the FF 91, the planned FF 92 upgrade program, and the launch and ramp-up of the FX Series, as well as the Company’s ability to accurately estimate and control costs. Apart from the FF 91 series, the FF 92 program, and the FX Series, substantial additional capital would be required to fund operations, research, development, and design efforts for future vehicles.

In addition, elevated U.S. import tariffs on electric vehicle components sourced from China could increase the Company’s future manufacturing costs as production of the FF 91, the planned FF 92 upgrade program, the FX Series, and other future vehicle models is introduced or scaled. While tariffs did not materially impact cost of goods sold for the three and nine months ended September 30, 2025 due to limited production volume, continued reliance on China-based suppliers may contribute to higher input costs, pressure gross margins, and increase the Company’s future funding needs.

Going Concern and Future Capital Strategy

Despite the Company’s diversified financing structure – including its SPA Portfolio Notes, convertible debt instruments, and equipment financing, and targeted inflows from new debt and anticipated equity, the Company’s recurring operating losses and continuing negative cash flows from operations continue to raise substantial doubt about the Company’s ability to continue as a going concern.