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Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Consolidated Financial Statements were issued.
Subsequent SPA Portfolio Notes Activity
Subsequent to December 31, 2025, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $8.7 million, with maturity period of five or six years and 10.00% or 15.00% interest. Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice or 90% of the previous trading day VWAP. Additionally, $16.3 million of principal and $0.8 million of interest of the Company’s SPA Portfolio Notes were converted into 35,576,389 shares of the Company’s Class A Common Stock.
The Securities Purchase Agreement and Entrusted Investment Agreement
On January 30, 2026 (the “Signing Date”), subsequent to the balance sheet date of December 31, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Gold King Arthur Holding Limited (“GKA”), pursuant to which the Company agreed to sell, and GKA agreed to purchase, an aggregate of $10.0 million (the “Subscription Amount”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The number of shares to be issued (the “Subject Shares”) will be determined based on a per share purchase price equal to 100% of the closing price of the Class A Common Stock on The Nasdaq Stock Market LLC on the trading day immediately prior to the closing date. The closing of the SPA is subject to the satisfaction of certain customary closing conditions. The SPA includes customary provisions, including anti-dilution true-up share issuance provisions in the event of certain dilutive issuances, registration rights requiring the Company to file a resale registration statement covering the Subject Shares, and customary representations, warranties, covenants, and indemnification obligations.
On the signing date, AIxCrypto Holdings Inc. (“AIXC”), a consolidated subsidiary of the Company, entered into an Entrusted Investment Agreement with GKA in connection with the SPA. Pursuant to the Entrusted Investment Agreement, GKA was entrusted to acquire, hold, manage, tokenize and potentially dispose of the Subject Shares on AIXC’s behalf. The Subscription Amount was funded in full by AIXC, with GKA acting as investment manager in a fiduciary capacity with respect to the Subject Shares.
As of the date of issuance of these consolidated financial statements, the closing of the SPA had not occurred. The Company will evaluate the accounting treatment at the time of closing of the transaction.
Engineering Service Agreement
On February 4, 2026, GlobeX AI Hong Kong Holding Limited (“GlobeX”), a special purpose entity controlled by the Company, entered into a strategic cooperation agreement and an engineering services agreement with a third-party automotive partner in connection with the development and manufacturing support for a battery electric version of the FF Super One intended for the United States market. Under the agreements, the partner will supply vehicle modules and provide engineering services supporting research and development, certification, manufacturing preparation, and production operations. GlobeX may be required to make installment payments for research and development services, including a non-refundable advance payment of approximately 300 million RMB (approximately $43 million) payable within six months of the signing date and remaining milestone payments totaling approximately 320 million RMB (approximately $46 million). Because the agreements were executed after December 31, 2025, they are treated as a non-recognized subsequent event under ASC 855, and no amounts related to these agreements were recognized in the Company’s consolidated financial statements as of December 31, 2025.
Battery Sales Agreement
On February 6, 2026, the Company entered into an amended goods sale and purchase agreement with a third-party customer for the sale of certain high-voltage battery packs held in inventory. The agreement established a total purchase price of 130.1 million RMB (approximately $1.7 million) and provides for delivery of the battery packs in multiple batches beginning in February 2026.
Management evaluated the agreement as additional evidence of market conditions that existed as of December 31, 2025 affecting the net realizable value of the related inventory. Accordingly, the Company considered this information in its lower of cost or net realizable value analysis performed as of December 31, 2025, and the related inventory reserve recorded during the year ended December 31, 2025 reflects those conditions, as discussed in Note 4, Inventory.
El Segundo, California Lease
On February 12, 2026, the Company executed a new lease agreement in El Segundo, California which will replace the Gardena lease. The El Segundo location has a total of 99,209 square feet, and the initial lease term is 72 months. Because the lease was executed after December 31, 2025, no amounts related to this lease were recognized as of year end; however, future base rent payments under the executed lease are estimated to total approximately $16.9 million.
Increase in Authorized Shares
On February 13, 2026, the Company held a special meeting of stockholders at which stockholders approved an increase in the Company’s authorized shares to support capital planning, FX Super One vehicle milestones, and expansion of embodied artificial intelligence (“EAI”) robotics initiatives. On February 18, 2026, the Company filed a Certificate of Amendment to increase its authorized Class A common stock from 232,470,985 shares to 312,285,439 shares and its authorized
preferred stock from 17,931,000 shares to 24,087,265 shares. The additional authorized share capacity is intended to support near-term capital planning needs, existing obligations to issue shares of Class A common stock, and potential future financings, strategic transactions, stock issuances pursuant to employee benefit plans, and other proper corporate purposes aligned with the Company’s 2026 business strategy. The approval relates solely to the authorization of additional shares and does not, by itself, result in the issuance of any shares.
Elimination of Series A Preferred Stock
On February 18, 2026, the Company filed a certificate of elimination with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s stockholders’ special meeting. The certificate of elimination (i) eliminated the previous designation of one share of FFAI Series A Preferred Stock from the charter, and (ii) caused such share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock.
Departure of a Director
On February 26, 2026, Chui Tin Mok, an executive member of the Board of the Company, notified the Board of his intention to resign as a director of the Company upon the Board’s confirmation of a successor nominee in order to focus his time and efforts on the Company’s business execution in the United Arab Emirates and the broader Middle East. Mr. Mok will continue to serve as an executive officer of the Company and as Head of FF Middle East.
Supplemental Agreements with Chongqing LeTV Microloan Co., Ltd.
On March 6, 2026, the Company entered into two supplemental agreements with Chongqing LeTV Microloan Co., Ltd. to settle certain previously assigned debt obligations for an aggregate settlement amount of CNY25.4 million (approximately $3.5 million), payable in installments through December 31, 2028. In connection with these agreements, certain penalty provisions were eliminated, which is expected to result in the reversal, in the quarter ending March 31, 2026, of approximately $19.9 million of accrued interest and penalties that were included in related party accrued interest as of December 31, 2025. Because these agreements were executed after December 31, 2025, no adjustment was recorded in the Company’s consolidated financial statements for the year ended December 31, 2025.
Conversion of AIXC Series B Preferred Shares
On March 18, 2026, the Company converted all 29,441 Series B preferred shares of AIXC into 13,108,357 shares of AIXC common stock, par value $0.001 per share.
Nasdaq Minimum Bid Price Non-Compliance Notice
On March 20, 2026, the Company received written notice from Nasdaq stating that it was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s Class A common stock remained below $1.00 per share for 30 consecutive trading days. The Company has until September 16, 2026 to regain compliance. During this compliance period, the Company’s Class A common stock will continue to trade on the Nasdaq Capital Market.