XML 27 R9.htm IDEA: XBRL DOCUMENT v3.26.1
Liquidity and Capital Resources and Going Concern
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Liquidity and Capital Resources and Going Concern Liquidity and Capital Resources and Going Concern
Conditions Raising Substantial Doubt
The Company has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered the Company’s recurring losses from operations since inception and continued cash outflows from operating activities. Based on this evaluation, the Company concluded that substantial doubt exists regarding its ability to continue as a going concern for the one-year period following issuance of these Consolidated Financial Statements.
The Company has devoted, and expects to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities. As of December 31, 2025, the Company had an accumulated deficit of $4,705.0 million, unrestricted cash of $34.9 million, and negative working capital of $79.7 million. The Company has also incurred recurring net losses since inception, including a net loss of $397.1 million for the year ended December 31, 2025. These conditions contribute to the substantial doubt determination under ASC 205-40.
The Company projects that it will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program, initiate production of its FX Series vehicles, and commence its planned robotics production initiative in the first quarter of 2026. If additional capital is not secured, the Company may not have sufficient resources to meet its obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. Although management expects that the launch of the FX Series and the planned robotics initiative may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months.
The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints. Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding the Company’s ability to continue as a going concern within the next twelve months.
Management’s Plans
In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt. The Company has historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock. Management intends to continue pursuing these funding sources.
The Company has issued various financing arrangements collectively referred to as the SPA Portfolio Notes, including SPA Portfolio Notes, 2023 Unsecured SPA Notes, Junior Secured SPA Notes, 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes, and 2025 July Unsecured SPA Notes. As of December 31, 2025, the SPA Portfolio Notes were in good standing.
As of December 31, 2025, SPA Commitments totaled $739.0 million, of which $503.3 million was funded, $186.2 million expired unfunded, $49.5 million remained to be funded, and $51.1 million in principal was outstanding. Optional Commitments totaled $467.0 million, of which $111.0 million was funded, $315.5 million expired unfunded, $40.5 million remained to be funded, and $23.3 million was outstanding. Remaining amounts are subject to closing conditions, including minimum share price and trading volume requirements.
The Company may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional financing on acceptable terms or at all.
The Company has implemented capital raising initiatives, including its At-The-Market (“ATM”) offering program, subject to authorized share availability and compliance with securities laws and Nasdaq listing requirements.
Operational Context
During 2023, the Company commenced deliveries of the FF 91. The Company is currently manufacturing the FF 91 and plans to manufacture FF 92 models within the FF Series. The FX Series was launched in 2025, beginning with the Super One model, and the Company is currently accepting reservation deposits. Series production is expected following completion of production readiness activities.
In 2025, the Company also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives. These initiatives may require additional capital and are not expected to generate near-term cash flows.
Equity Issuance Constraints and ATM Program
On September 26, 2023, the Company entered into a sales agreement under its ATM Program permitting aggregate gross sales proceeds of up to $90.0 million, subject to share availability and regulatory compliance.
Due to the late filing of the September 30, 2025 Form 10-Q, the Company is ineligible to access the ATM Program until no earlier than December 1, 2026, assuming continued compliance with SEC reporting requirements thereafter.
The Company’s ability to issue additional shares is constrained by authorized share limits and anti-dilution provisions in certain debt and equity instruments, which could increase share issuance requirements.
Strategic Investment
On September 29, 2025, the Company completed its investment in AIXC. This transaction was executed as part of a broader strategy to pursue non-automotive initiatives. AIXC’s historical operations were immaterial to consolidated results for the year ended December 31, 2025.
Risks Affecting Liquidity
The Company continues to explore financing alternatives; however, delays in securing funding commitments have constrained production activities. Capital raising efforts may be unsuccessful or delayed, and projections may underestimate professional fees and financing-related costs.
Capital raising efforts remain subject to Nasdaq listing standards, authorized share limitations, and anti-dilution features in existing instruments.
Liquidity is also influenced by supplier payment terms, advance deposit requirements, reliance on third-party partners, and capital market conditions affecting the electric vehicle industry.
Elevated U.S. import tariffs on EV components sourced from China may increase manufacturing costs as production scales. While tariffs did not materially impact 2025 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs.
Going Concern Determination
Despite management’s plans, the Company’s recurring operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern within one year after the date these Consolidated Financial Statements are issued, as contemplated by ASC 205-40.
Basis of Presentation
The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.