ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
3711 | ||||||||
(State or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (I.R.S. Employer Identification Number) | ||||||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
Emerging growth company |
(a) | (1) | Financial Statements - No financial statements are included with this Form 10-K/A. The financial statements were included as part of the Original Filing. | ||||||
(2) | Financial Statement Schedules - No financial statement schedules are included with this Form 10-K/A. The financial statement schedules were included as part of the Original Filing. | |||||||
(3) | Exhibits – The exhibits listed in the accompanying Exhibit Index are filed as part of this Form 10-K/A. |
Exhibit No. | Description of Exhibits | Incorporation by Reference | ||||||||||||
31.1* | ||||||||||||||
31.2* | ||||||||||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
Faraday Future Intelligent Electric Inc. | |||||||||||
By: | /s/ Jonathan Maroko | ||||||||||
Jonathan Maroko | |||||||||||
Interim Chief Financial Officer | |||||||||||
Date: | May 30, 2024 |
1. | I have reviewed this annual report on Form 10-K/A of Faraday Future Intelligent Electric Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Matthias Aydt | |||||
Matthias Aydt | |||||
Global Chief Executive Officer | |||||
(Principal Executive Officer) |
1. | I have reviewed this annual report on Form 10-K/A of Faraday Future Intelligent Electric Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Jonathan Maroko | |||||
Jonathan Maroko | |||||
Interim Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
Cover - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2023 |
May 17, 2024 |
Jun. 30, 2023 |
|
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39395 | ||
Entity Registrant Name | Faraday Future Intelligent Electric Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4720320 | ||
Entity Address, Address Line One | 18455 S. Figueroa Street | ||
Entity Address, City or Town | Gardena | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90248 | ||
City Area Code | 424 | ||
Local Phone Number | 276-7616 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 297.6 | ||
Amendment Description | EXPLANATORY NOTEFaraday Future Intelligent Electric Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2024 (the “Original Filing”).This Form 10-K/A is being filed solely to amend the cover page to correct an inadvertent administrative error and indicate that the Company has not filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the preceding 12 months and has not submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Form 10-K/A does not reflect or purport to reflect any information or events occurring after the original filing date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. | ||
Entity Central Index Key | 0001805521 | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | FFIE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 439,674,662 | ||
Redeemable Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $2,760.00 per share | ||
Trading Symbol | FFIEW | ||
Security Exchange Name | NASDAQ | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 266,670 |
-8?20$3;8T.P6BP^0"X99K>]9!:G
%TY]^^NDDL .'G>*\E6B2)P7Y\*0@F^YZUO3T
MQ++O" ^F#M#'LOG(H=.ZZ[D,!F!/ZEB1^?)/V[*8*_Z$\DO8\;YMROXGP0WK
M? .8,I&YRNK0_(E%U0!&-6*TAG375(LWAA4UCJ.?GKSH> CBI@AN](,"YD;D(,8;L0]4N+XTA83H5U
M*T5W3,-Q"A<-DLRX/RF[*A6<12>,EX1[JHB42A/0( C-*EKOE/9;TO"EQ7$T
M+*>TNI6B.Z;AI('^GJ/CJ[6OJ\)H+572H;_/!S&V%HC/F(5';Q5/UFA'MPL>
M[I@;Q\%RJJF/UW(F+N'593B#S6D:RL"82.?,O">*.D.DYY%8@QY.VR@DU]IG
MNEV"^C6KXY!83J5T:V5GD6C\FJKJQPUFU<<)6ESTXE';7N"JEV02OM]%M%YR
M(E,.Q&M,F\!F%8R1AJGM=O6_:7X<*TNKC4ZA]2R@^4]=7>!\-,.>8],608$+
M8"@)S%DB,5,B/G)!(K,Z&DJ#$5/LPWQA=MS%8TNKB6ZC[2S@N+F.Y?JZA'[-
MQ#FY: L7M?0Q)8(!M"?]-0G$!26(!U#)6Z91F@D8^;KU<:@LK3(Z@=*S(.9H
M@V>#T)4?TDOHX&98A7>"&7*+K5BPTOX0
M%,!858QJ"&5PS*,\4A?PP3GU88<1/!&/*BA'ZLRWT(MO[ +Y.P(]@N?W;LLW
MQ%I\IE.)&JTB-E91;&18V7O\SX.(#[^BMP#Z4A+T[
&2*$6$T9^@K5P+2*6-(K5]]QO5VSEQ.[.,'L8+
MQKF3![R_S11VWIBDY[[]M%<^&+M6>VN
)\QZ(SYC(3&8$!/LW5?]6WO=_
M%/];*/X>HM?+95T-N(Y_'1+!A:;,90K+58
$YT*(5&,MGO=W
M68 WQ%"7$9ISFX?H/)AIA=%7@)B-].FHWHV$?'HDO+-7IP$]+V*QOKUDL_Y0
MIKS,@R6Y!4&$%>BTQ1+ ",P9+8?HV4.MZJ^-@7O,ST;]%/3NZJZGZWX<0@-M
MN_G7N\L6-%!MG>8D.&.(8%00*S@0"%ZKR(T+-H7F(Z9GH_=46G>U-LFT/L&7
MKYMW]<=J$8/VCGE&J,62 &MZ0;#@ET1K)2U^@JBF=4ON,3PWG?>D=*1G,JDC
M=@O3L,>\;MXT]8>B\K#P I13.09=M*IOMQJBI09B8AXP%K4%RM-I? O:G;SI;_+2Z'M (K!!9RI@@8P_ON;(8[2_ D%P)C5/57FE0Z
MS6_9GIOB^Q,[HO>TUED/J@$[ '$87QQTCZ&_:]K&C&@7.,F"L=$XJG(ZK1Z[
M:6T&FNY-WHB*D_IB_6W
)>12,8 8YIOHC];<"4 NX5$BC3)L_YM%+I7M.SDWI?6D?$
MWC3"?CRZPPU"?O_LT>9P_Z?_1=QGC_X'4$L#!!0 ( (&(OEA