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Related Party Transactions
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
The Company has entered into notes payable agreements with related parties. The Company receives funding through notes payable from various parties, including related parties. These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s CEO, Mr. Yueting Jia. The tables below summarize the related party note payable agreements as of March 31, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, and net carrying values.
March 31, 2026
(in thousands)Contractual
Maturity
Date		Contractual
Interest
Rates		Net Carrying
Value
Notes Payable — ChinaDecember 2028—%$3,682 
Notes Payable on Demand — ChinaDue on Demand—%435 
Other NotesDue on Demand12.0%75 
$4,192 
Related party notes payable, current$1,510 
Related party notes payable, long-term$2,682 
December 31, 2025
(in thousands)Contractual
Maturity
Date		Contractual
Interest
Rates		Net Carrying Value
Notes Payable — ChinaApril 202718.0%
(1)
3,775 
Notes Payable on Demand — ChinaDue on Demand—%429 
Other NotesDue on Demand12.0%75 
$4,279 
Related party notes payable, current$3,507 
Related party notes payable, long-term$772 
_______________
(1) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company was not in default with respect to the payment schedule, and no contingent interest has been recorded as of December 31, 2025.
Roll Forward of Related Party Debt by Transaction Type
The following table presents a roll forward of the Company’s notes payable balances from December 31, 2025 to March 31, 2026 with related parties. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Related Party Debt
(in thousands)Notes Payable — ChinaNotes Payable on Demand — ChinaOther NotesTotal
Balance as of December 31, 2025 (a)$3,775 $429 $75 $4,279 
Repayment of Debt (b)(145)— — (145)
Other Adjustments (c)52 6 — 58 
Balance as of March 31, 2026 (d)$3,682 $435 $75 $4,192 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2025.
(b) Cash repayments of principal amounts during the period.
(c) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2024 to March 31, 2025. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Related Party Debt
(in thousands)March 2025 Unsecured SPA NotesUnsecured SPA NotesNotes Payable — ChinaNotes Payable on Demand — ChinaConvertible FFGP NoteFFGP NoteOther NotesTotal
Balance as of December 31, 2024 (a)$— $1,364 $4,382 $417 $250 $1,576 $75 $8,064 
New Issuances (b)152 470 — — — — — 622 
Repayment of Debt, including periodic interest on debt carried at fair value (c)— — (124)— — — — (124)
Conversion of Debt to Equity (d)— (727)— — — — — (727)
Fair Value Adjustments of Debt (e)(9)(656)— — — — — (665)
Other Adjustments (f)— — (43)(4)— — — (47)
Balance as of March 31, 2025 (g)$143 $451 $4,215 $413 $250 $1,576 $75 $7,123 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023".
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $1,252 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.
(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.
(d) Fair value of debt converted into equity during the period.
(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $75 thousand, which are separately identifiable from the fair value adjustments noted above
(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.
Schedule of Principal Maturities of Related Party Notes Payable
The future scheduled principal maturities of Related party notes payable as of March 31, 2026, are as follows:
(in thousands)
Years Ending December 31,
Amount
Due on demand$510 
2026783 
20271,160 
20281,739 
$4,192 
The Company has entered into various financing arrangements with related parties, categorized as follows: (i) Unsecured Convertible Notes; (ii) 2025 March Unsecured SPA Notes; (iii) Notes Payable — China; (iv) Notes Payable on Demand — China; (v) FFGP Note; and (vii) Convertible FFGP Note.
Unsecured Convertible Notes
In January 2024, the Company issued an unsecured convertible note to MHL, a related party, in a principal amount of $1.5 million. The note was due three months from the date of issuance (April 2024), accrued interest at an annual rate of 4.27% per annum, and was convertible at the option of the holder into either Class A Common Stock or into a 2023 Unsecured Convertible Note.
In February 2025, MHL converted the outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock. The conversion of the Unsecured Convertible Notes into Class A Common Stock resulted in a loss on extinguishment of $1.2 million which was recorded in Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

In March 2025, the Company issued an unsecured convertible note to MHL, in a principal amount of $1.5 million. The note was due three months from the date of issuance, accrued interest at an annual rate of 4.27% per annum, and was convertible at the option of the holder into either Class A Common Stock or into unsecured convertible notes issued subsequently pursuant to a securities purchase agreement. If conversion into Class A Common Stock is elected, the conversion price would be based on the latest closing price of the Company’s Class A Common Stock on the conversion date. If settlement in a subsequent Securities Purchase Agreement is elected, the new note would be issued with a 15% original issue discount. In April 2025, MHL exchanged the Unsecured Convertible Notes into 2025 March Unsecured SPA Notes.
The Company elected to apply the fair value option under ASC 825, Financial Instruments, for these notes, based on its expectation that the notes would be exchanged into SPA Portfolio Notes pursuant to the holder’s conversion rights. SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.
There were no related party Unsecured Convertible Notes outstanding as of March 31, 2026 and December 31, 2025.
There was no activity related to the related party Unsecured Convertible Notes during the three months ended March 31, 2026.
During the three months ended March 31, 2025, the Company recognized a gain of $0.7 million from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
2025 March Unsecured SPA Notes
Investors in the 2025 March Unsecured SPA Notes include related parties. (For information on the terms of these notes, see Note 8, Notes Payable
Summary of Activity
There were no outstanding 2025 March Unsecured SPA Notes to related party investors as of March 31, 2026 or
December 31, 2025.
There was no activity related to the related party 2025 March Unsecured SPA Notes during the three months ended March 31, 2026.
During the three months ended March 31, 2025, the Company received net cash proceeds of $0.4 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors. During the same period, the Company recognized an immaterial gain from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Notes Payable — China
The Company has outstanding debt payable to Leshi Small Loan Co., Ltd. (“Chongqing”), a related party, also known as “Notes Payable — China.” In 2022, Chongqing agreed to modify the debt agreement to provide for a discounted principal amount and extended repayment schedule. Under the 2022 agreement, in the event of a default at maturity, all accrued interest and penalties since inception of the original agreement would revert to Chongqing and the discounted principal balance would return to the full unpaid amount. The Company defaulted on the repayment schedule in December 2023. In December 2024, the Company entered into supplementary agreements with Chongqing, which were accounted for as a troubled debt restructuring under ASC 470-60 and retained the reversion provision for any subsequent default. The agreements maintained an 18.0% stated interest rate for the debt and established a payment plan for periodic principal payments, with a final payment due April 30, 2027.
In March 2026, the Company entered into a second supplementary agreement with Chongqing to further restructure the remaining balance of approximately $3.7 million at the time of restructuring. The restructured amount is payable in twelve quarterly installments through December 2028. In connection with this agreement, Chongqing irrevocably waived its right to all amounts in excess of the remaining payable balance, including previously accrued interest, penalties, and related charges, and the reversion provision was eliminated. In the event of a payment default under the revised schedule, the agreement provides for liquidated damages at the prevailing one-year Loan Prime Rate on any unpaid amounts until paid in full. As a result, during the three months ended March 31, 2026, the Company derecognized approximately $20.2 million of accrued interest and penalties previously recognized following the 2023 default and recorded a corresponding increase to additional paid-in capital, consistent with the related party guidance in ASC 470-50-40-2. Following the March 2026 restructuring, the Notes Payable — China balance reflects only the remaining scheduled installment payments.
Summary of Activity
As of March 31, 2026, the principal value of this note payable was $3.7 million, compared to $3.8 million as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had accrued but unpaid interest and penalties of zero and $19.9 million, respectively, recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.
During the three months ended March 31, 2026, and 2025, the Company continued to make payments under the Supplemental Agreements described above, repaying $0.1 million and $0.1 million, respectively, of the restructured principal balance. During the three months ended March 31, 2025, principal repayments resulted in a proportionate reduction of accrued interest and penalties owed to Chongqing, and the Company recognized a gain of $0.7 million in additional paid-in capital reflecting the related party nature of the transaction
Notes Payable on Demand — China
The Company's notes payable with investors based in China (“Notes Payable on Demand — China”) bear a zero percent interest rate. The outstanding balance as of March 31, 2026 and December 31, 2025, was $0.4 million and $0.4 million, respectively.
FFGP Note
In November 2023 and January 2024, the Company issued unsecured promissory notes to FFGP Investment Holding I, LLC (“FFGP”), a related party, in an aggregate principal amount of $1.6 million. These notes, referred to as the “FFGP Note”, were due three months from their respective dates of issuance and accrued interest at either 4.27% or 5.27%.
FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. During the year ended December 31, 2025, the Company repaid 1.6 million. The carrying values of the FFGP Note were zero as of March 31, 2026 and December 31, 2025.
Convertible FFGP Note
In February 2024, the Company and FFGP entered into an unsecured convertible note in the principal amount of $0.3 million. The note referred to as the “Convertible FFGP Note”, has a maturity date of May 2024 accrued interest at a rate of 4.27% per annum, and is convertible into the Company’s Class A Common Stock at the holder’s option. The conversion price is the latest closing price of the Company’s Class A Common Stock on the conversion date.
FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. During the year ended December 31, 2025, the Company repaid $0.3 million. The carrying value of the Convertible FFGP Note was zero as of March 31, 2026 and December 31, 2025.
Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions
The Company enters into various related party transactions that do not involve notes payable, such as property leases, consulting services, advertising services, and other financial arrangements with entities affiliated with its founder, key executives, or their family members. This section specifically excludes related party notes payable, which are discussed in a separate section above, and instead focuses on summarizing the nature, terms, and financial impact of these non-debt transactions, including payments made, outstanding balances, and other pertinent details.
FF Global Transactions and Consulting Services
FF Global Partners LLC (“FFGP”) is an affiliate of the Company’s founder and CEO, Mr. Yueting Jia, and has historically exerted significant influence over the Company’s governance. The Company entered into a Consulting Services Agreement with FFGP effective February 1, 2023, under which FFGP provided strategic and operational advisory services for a monthly fee of $200,000. The agreement automatically renewed on March 6, 2024, for an additional 12-month term and permitted reimbursement of certain documented out-of-pocket expenses, subject to specified limits. The Company terminated the agreement effective March 23, 2025, in connection with entering into a new consulting arrangement with FFGP.
During 2025, the Company and FFGP amended their consulting agreement. As revised, the agreement provides for a fixed monthly consulting fee of $100,000 and includes a quarterly bonus opportunity of up to $1.0 million. Any bonus is contingent on FFGP’s performance and is subject to the sole discretion of the Company’s Board of Directors. The Board is responsible for determining whether any performance objectives have been met and whether a bonus award is warranted. The agreement does not specify quantitative performance targets but allows the Board to consider overall contributions to business strategy, operational execution, and organizational planning.
For the three months ended March 31, 2026, the Company paid approximately $0.7 million to FFGP. As of March 31, 2026 and December 31, 2025 the Company recorded a related party liability within accounts payable of $0.2 million and $0.1 million, respectively, related to consulting services provided by FFGP.
In early 2023, FFGP submitted a reimbursement request for approximately $6.5 million of legal expenses related to governance matters. The Board did not approve the request, and accordingly no liability has been recorded. The matter remains unresolved as of March 31, 2026. The new consulting agreement did not modify, settle, or otherwise address this prior reimbursement claim.
Advertising Services Payable to Leshi Information Technology Co., Ltd
The Company has recorded a related party payable to Leshi Information Technology Co., Ltd. within Related party accrued expenses and other current liabilities in the amount of $8.8 million and $8.5 million, respectively as of March 31, 2026 and December 31, 2025, in connection with advertising services provided to the Company in prior years. Leshi Information Technology Co., Ltd. is affiliated with LeTV, a Shanghai Stock Exchange-listed public company founded and controlled by Mr. Yueting Jia, the Company’s founder and CEO. Activity related to this payable during the three months ended March 31, 2026 consisted of $0.1 million in accrued interest and penalties. The remaining change in the balance is attributable to foreign currency translation.
Research and Developments Services Payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.
The Company has recorded a related-party payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd. (“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $3.2 million and $3.1 million, respectively, as of March 31, 2026 and December 31, 2025, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd. (“LeAutolink”) under a Technology Transfer Agreement. Under this agreement, Lerongzhixin provided technical know-how and deliverables covering product and circuit design, software and databases, test/inspection reports and experimental data, prototypes and tooling, and related documentation and patents. Lerongzhixin and LeAutolink are entities affiliated with Mr. Yueting Jia and are therefore presented as related parties. There was no activity related to this payable during the three months ended March 31, 2026, other than changes attributable to foreign currency translation.
Grow Fandor
The Company entered into several related party transactions with Grow Fandor Inc. (“Grow Fandor”). Grow Fandor is considered a related party because it is significantly influenced by Mr. Yueting Jia, the Company’s CEO, who has a financial and operational interest in the entity. Grow Fandor was co-founded by Mr. Jia and Mr. Jerry Wang, who currently serves as Global President of the Company and is a significant shareholder in Grow Fandor. Below is a summary of the Company’s transactions with Grow Fandor and the related accounting treatment:

•Promissory Note: In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $75,000. This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of March 31, 2026.
•Share Donation: In October 2024, the Company received a donation of 15,000,000 shares of Class B Common Stock of Grow Fandor from Mr. Yueting Jia, which represents an approximately 10% ownership interest. Because Grow Fandor is in the preliminary stages of development and significant independent capital has not been raised, management concluded that the shares do not currently have value within the financial statements.
•Trademark License Agreement: In October 2024, the Company and Grow Fandor executed the Trademark License Agreement, granting Grow Fandor exclusive rights to use the FF and FX brands during the contract term. In exchange Grow Fandor will pay to the Company: (1) a royalty fee, payable quarterly, calculated as the greater of: (a) 50% of the annual net profit from FF and FX ecosystem products, and (b) 5% of net sales revenue from all relevant brand ecosystem products; and (2) a $250,000 annual base license fee. The initial license fee was paid in cash and recorded as a capital contribution due to the related party nature of the arrangement and Mr. Yueting Jia's public statements that the relationship is intended to provide incremental capital to the Company. Subsequent annual fees are payable within 30 days following each contract year. In 2025, such license fee was settled in kind in exchange for marketing materials. As of March 31, 2026 and December 31, 2025, the Company recorded a related party receivable of $0.3 million for the license fee due and a corresponding liability within accounts payable of $0.3 million, for the marketing materials received.
•Sub-lease Agreement: Effective June 2025, the Company entered into a sublease agreement with Grow Fandor, for approximately 3,000 square feet of office space at our corporate office location. The term of the sublease is ten months, ending March 31, 2026. Monthly base rent is $4,500, with an additional $3,000 per month for Grow Fandor’s share of Common Area Operating Expenses, which may be deferred and accrue interest at 5% annually. The premises will be used for storage of apparel for e-commerce, office use, and video recording/streaming. Grow Fandor has evacuated the premises as of December 31, 2025 and the Company is in negotiations to resolve the outstanding balance and formalize the termination terms.
X-Butler Transactions
For the three months ended March 31, 2026, X-Butler, a related party because it is affiliated with Mr. Yueting Jia, the Company’s founder and Global Chief Executive Officer, provided business development and event-related services to the Company and its executives, including services relating to corporate and investor events. The Company paid $35 thousand to X-Butler for such services during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the Company recorded balances of approximately $0.2 million and $0.1 million, respectively, within Related party accrued expenses and other current liabilities.
Transactions with AIXC and Affiliates
Management Consultant Arrangement
Yueting Jia provides management consulting services to AIXC. The Company paid $0.4 million to Mr. Jia for such services during the three months ended March 31, 2026. As of March 31, 2026, the Company recorded a balance of approximately $0.3 million within related-party accrued expenses and other current liabilities.
Related-Party Participation in AIXC financing
In September 2025, in connection with the Company’s acquisition of a controlling interest in AIXC, certain related parties of the Company participated alongside the Company in AIXC’s equity financing through an escrow account. Yueting Jia funded $4.0 million, and Jerry (Jiawei) Wang funded $0.2 million on September 26, 2025. These investments were made on substantially the same terms as those applicable to other investors participating in the financing. Aggregate escrow receipts from all investors totaled $40.7 million, including $30.0 million funded by the Company. (See Note 3, Business Acquisition—Consolidation of AIXC.)
Gold King Arthur Holding Limited Arrangement
On January 30, 2026, AIXC entered into an entrusted investment arrangement with Gold King Arthur Holding Limited (“GKA”), pursuant to which AIXC engaged GKA to act as fiduciary to acquire, hold, manage, tokenize, monetize and dispose of securities of the Company for the benefit of AIXC. In connection with the arrangement, GKA entered into a Securities Purchase Agreement (the “SPA”) with the Company to purchase $10.0 million of the Company’s Class A common stock. The arrangement provided that AIXC would fund the investment principal and GKA would manage the investment and related activities in accordance with AIXC’s instructions. Under the arrangement, GKA was entitled to receive a one-time management fee equal to 1% of the investment principal funded by AIXC, which had not been paid as of March 31, 2026.
As of March 31, 2026, AIXC had transferred $10.0 million to the Company in accordance with the arrangement; however, the Company had not issued the underlying shares or other securities to GKA as of such date. Accordingly, the transfer represented, in substance, a transfer of cash within the consolidated group pending issuance of the Company’s securities to GKA, and the related deposit balance recorded by AIXC was eliminated in consolidation. No Company shares had been delivered to GKA as of March 31, 2026, and GKA had not obtained shareholder rights with respect to such securities as of that date.
The SPA provides that the Company would reimburse GKA for up to $0.1 million of bona fide, reasonable and documented out-of-pocket costs and expenses incurred in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the agreement. During the three months ended March 31, 2026, the Company paid $0.1 million to GKA for transaction expenses in connection with the SPA.
Subsequent to March 31, 2026, AIXC, GKA and GKA’s shareholder amended the entrusted investment arrangement, including to expand the scope of FFAI securities that may be acquired or held by GKA. On April 10, 2026, the Company entered into a $2.0 million unsecured loan agreement with GKA, bearing interest at 10% per annum and maturing one year from the advancement date, with a conversion right into securities of the Company. On April 14, 2026, the Company and GKA amended and restated the previously disclosed securities purchase agreement to increase the total investment amount from $10.0 million to $12.0 million, consisting of Class A common stock and newly designated Series C Convertible Preferred Stock. The Company received $12.0 million in gross proceeds before offering expenses before issuance of these unaudited condensed consolidated financial statements.