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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/26/22 FF Top Holding LLC SC 13D/A 4:304K Faraday Future Intelligent E… Inc Broadridge Fin’l So… Inc FF Global Partners LLC Pacific Technology Holding LLC |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment to Statement of Acquisition of HTML 109K Beneficial Ownership by an "Active" Investor 3: EX-13 Annual or Quarterly Report to Security Holders HTML 119K 4: EX-14 Code of Ethics HTML 30K 2: EX-12 Statement re: the Computation of Ratios HTML 45K
Faraday Future Intelligent Electric Inc.
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(Name of Issuer)
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Class A Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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(CUSIP Number)
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FF Top Holding LLC
3655 Torrance Blvd, Suite 361-362
Attention: Jiawei Wang
(424) 247-1184
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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(Date of Event Which Requires Filing of This Statement)
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1
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NAMES OF REPORTING PERSONS
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FF Top Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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117,705,569 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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64,000,588 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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117,705,569 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Pacific Technology Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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117,705,569 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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65,181,277 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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117,705,569 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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FF Global Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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117,705,569 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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65,181,277 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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117,705,569 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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• |
FF Top and FF Global agreed to cause all actions in the Court of Chancery of the State of Delaware, or any other forum, filed by FF Top, FF Global and/or any of their respective controlled affiliates as of the
effective date of the Heads of Agreement, naming Issuer or any of its directors or officers, to be dismissed without prejudice no later than September 27, 2022;
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• |
Effective as of September 23, 2022, Issuer (a) increased the size of the Board from nine to ten, (b) appointed Mr. Adam He to fill the vacancy resulting from such increase in the size of the Board until the
2022 annual general meeting of stockholders of Issuer (the “2022 AGM”), (c) appointed Mr. He to the Audit Committee and the Nominating and Corporate Governance Committee of the Board and (d) agreed to not remove Mr. He from either
committee prior to the 2022 AGM;
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• |
Effective as of September 23, 2022, Mr. Jordan Vogel, as the Lead Independent Director of Issuer, resigned as a member of the Nominating and Corporate Governance Committee of the Board and agreed to not
thereafter to seek or accept reappointment thereto; and
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• |
Issuer, FF Global and FF Top agreed to the following matters, and have further agreed to work expeditiously, cooperatively and in good faith to draft, negotiate, execute and deliver definitive documentation,
including an amendment to the Shareholder Agreement, by no later than September 30, 2022 (or such later date as may be agreed by the parties in writing), with the Heads of Agreement constituting the binding agreement of the parties with
respect to such matters unless and until such further definitive documentation is entered into:
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o |
the resignation of Issuer’s executive chairperson, Ms. Susan Swenson, from all non-director positions at Issuer and all Board leadership and committee positions, upon Issuer receiving $13.5 million in funding
that is immediately available for Issuer’s general use. It was also agreed that Ms. Swenson would not thereafter seek or accept new non-director positions at Issuer;
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o |
the reinstitution of the former FF Transformation Committee, to be comprised of Issuer’s Global CEO, Founder/Chief Product and User Ecosystem Officer, Chief Financial Officer and General Counsel and other
senior leadership team members invited by members of the FF Transformation Committee from time to time, with an FF Top designee being given committee observer status subject to certain customary non-disclosure and confidentiality agreements;
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o |
Subject to Issuer having entered into definitive agreements providing for at least $85 million of additional or (in certain circumstances, accelerated) financing commitments in the aggregate and having received
funding of at least $35 million in connection therewith (the “Implementation Condition”):
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◾ |
Issuer will call, convene, hold and complete the 2022 AGM on the earliest date permitted under Delaware law and applicable Nasdaq and SEC requirements;
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◾ |
the size of the Board will be reduced to seven members effective with the election of directors at the 2022 AGM;
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◾ |
the following individuals will be nominated for election to the Board and included on the Board’s recommended slate at the 2022 AGM: (a) Carsten Breitfeld, (b) three directors selected by FF Top, at least one
of whom will be an independent director, and (c) three independent directors selected by a committee, consisting of a designee from the Nominating and Corporate Governance Committee of the Board reasonably acceptable to FF Top, the Global CEO
of Issuer and a person designated by FF Top reasonably acceptable to Issuer (the “Selection Committee”), from a pool of candidates recruited with the assistance of an executive search firm;
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◾ |
no re-nomination of existing directors of Issuer (other than Mr. Breitfeld and Mr. He) at the 2022 AGM, without the consent of the Selection Committee;
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FF Top’s right to maintain three FF Top-nominated directors on the Board through Issuer’s 2026 annual general meeting of stockholders, (subject to certain conditions) as long as FF Top maintains a Shareholder
Share Percentage (as defined in the Shareholder Agreement) of at least five percent (5%), and thereafter the right to nominate directors to the Board based on the formula in the Shareholder Agreement;
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◾ |
the resignation of Ms. Susan Swenson and Mr. Brian Krolicki from the Board. It was also agreed that (i) Ms. Swenson and Mr. Krolicki would not thereafter seek or accept re-appointment, re-nomination or
re-election to the Board and (ii) that following their resignations from the Board, their seats would be left empty until the 2022 AGM (which would result in Issuer having an eight person board until the 2022 AGM).
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• |
the issuance, in the aggregate, of more than 19.999% of the number of shares of outstanding Common Stock (under Nasdaq Rule 5635(d)) as a result of certain issuances of shares pursuant to that certain
Securities Purchase Agreement, dated as of August 14, 2022 and as amended on September 23, 2022, by and among Issuer, its subsidiaries party thereto, the Purchasers and the Agent (the “SPA”) as follows:
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o |
the issuance of up to (x) $57 million in principal amount of senior secured Tranche A convertible notes at a conversion price of not below $1.05 per share of Class A Common Stock for $27 million, and the remainder ($30 million) at a
conversion price of not below $2.69 per share of Class A Common Stock, (y) $57 million in principal amount of senior secured Tranche B convertible notes at a conversion price of not below $1.05 per share of Class A Common Stock for $27
million, and the remainder ($30 million) at a conversion price of not below $2.69 per share of Class A Common Stock, and (z) 26,822,724 shares of Class A Common Stock upon the exercise of associated warrants, in each case, pursuant to the SPA
and subject to the full-ratchet anti-dilution and most favored nation protections therein;
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o |
the issuance of up to 73,675,656 shares of Class A Common Stock upon the exercise of all previously issued convertible notes and warrants of Issuer; and
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the issuance of up to $60 million in principal amount of senior secured convertible notes pursuant to the Existing SPA and the joinder thereto by Senyun International Ltd. and/or its affiliates; and
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an increase to the number of authorized shares of Common Stock to 900 million.
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Heads of Agreement, dated September 23, 2022, by and among Faraday Future Intelligent Electric Inc., FF Top Holding LLC and FF Global Partners LLC.
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Mutual Release, dated September 23, 2022, by and among FF Global Partners LLC, FF Top Holding LLC and certain other parties thereto.
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Voting Agreement, dated September 23, 2022, by and among FF Top Holding LLC and Faraday Future Intelligent Electric Inc.
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Dated: September 26, 2022
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FF TOP HOLDING LLC
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By:
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Pacific Technology Holding LLC
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Its:
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Managing Member
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By:
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FF Global Partners LLC
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Its:
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Managing Member
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By:
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/s/ Jiawei Wang
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Name:
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Title:
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President
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Dated: September 26, 2022
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PACIFIC TECHNOLOGY HOLDING LLC
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By:
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FF Global Partners LLC
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Its:
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Managing Member
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By:
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/s/ Jiawei Wang
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Name:
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|||
Title:
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President
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Dated: September 26, 2022
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FF GLOBAL PARTNERS LLC
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By:
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/s/ Jiawei Wang
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Name:
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|||
Title:
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President
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This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/7/22 | ||||
9/30/22 | ||||
9/27/22 | ||||
Filed on: | 9/26/22 | |||
9/23/22 | ||||
9/19/22 | SC 13D/A | |||
9/9/22 | SC 13D/A | |||
8/23/22 | 8-K, SC 13D/A | |||
8/15/22 | 10-Q, 8-K, S-8 | |||
8/14/22 | 8-K | |||
8/9/22 | ||||
8/8/22 | PRE 14A, SC 13D/A | |||
8/2/22 | 8-K, SC 13D/A | |||
7/18/22 | SC 13D/A | |||
7/15/22 | SC 13D/A | |||
6/27/22 | 8-K, SC 13D/A | |||
6/24/22 | 8-K, SC 13D/A | |||
5/17/22 | SC 13D/A | |||
8/2/21 | 3, SC 13D | |||
List all Filings |