FARADAY FUTURE INTELLIGENT ELECTRIC INC.

S-11 ea0272364-s1_faraday.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 14, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Faraday Future Intelligent Electric Inc.

(Exact Name of Registrant as Specified in Its Charter)

18455 S. Figueroa Street

**Gardena, CA 90248

(424) 276-7616

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Koti Meka

Chief Financial Officer

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, CA 90248

(310) 415-4807

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

M. Ali Panjwani

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Tel: (212) 421-4100

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

**Up to 24,775,574 Shares of Class A Common Stock Issuable Upon

Conversion of certain Subject Notes

Up to 153,020 Shares of Class A Common Stock Issued to the Vendor

This prospectus relates to the resale by the selling securityholders named herein (collectively, the “Selling Securityholders”), or their respective transferees, pledgees, donees or other successors-in-interest, from time to time, of up to 24,928,594 shares of class A common stock, par value $0.0001 per share, of Faraday Future Intelligent Electric Inc. (“FFAI” or the “Company”, and such Class A common stock, the “Class A Common Stock”), which includes (i) up to 24,775,574 shares of Class A Common Stock issuable upon the conversion of (a) certain unsecured convertible promissory notes (the “March Unsecured Notes”) issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of March 21, 2025 (the “March SPA” and such financing, the “March Financing”); (b) certain unsecured convertible promissory notes (the “December Incremental Notes”) issued upon exercise of certain incremental warrants (the “December Incremental Warrants”) issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of December 21, 2024 (the “December SPA” and such financing, the “December Financing”); (c) certain unsecured convertible promissory notes (the “September Incremental Notes”) issued upon exercise of certain incremental warrants (the “September Incremental Warrants”) issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of September 5, 2024 (the “September SPA” and such financing, the “September Financing”); (d) certain unsecured convertible promissory notes (the “March Incremental Notes” and together with the March Unsecured Notes, the “March Notes”) issued upon exercise of certain incremental warrants (the “March Incremental Warrants”) issued in the March Financing pursuant to the March SPA; (e) certain unsecured convertible promissory notes issued on June 9, 2025 (the “June Additional May 2023 Unsecured Note”) and August 22, 2025 (the “August Additional May 2023 Unsecured Note,” together with the June Additional May 2023 Unsecured Note, the “Additional May 2023 Unsecured Notes,” and collectively with the June Additional May 2023 Unsecured Note, March Notes, December Incremental Notes, September Incremental Notes, the “Subject Notes” and the shares of Class A Common Stock issuable upon conversion thereof, the “Subject Note Shares”) issued to an accredited investor in connection with that certain securities purchase agreement by and between the Company and certain institutional investors, dated May 8, 2023, as amended from time to time (the “Unsecured SPA”); and (ii) 153,020 shares of Class A Common Stock (the “Bitron Settlement Shares”) issued to Bitron, S.P.A. (the “Bitron”), in settlement of amounts owed to it, pursuant to a certain settlement agreement by and among the Company, Faraday & Future Inc., a California corporation wholly owned by the Company (“Faraday Future”), and Bitron, as of August 15, 2025 (the “Bitron Settlement Agreement”). Additional details regarding the securities to which this prospectus relates and the Selling Securityholders are set forth in this prospectus under “Description of Securities”.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under the (i) March SPA, (ii) Unsecured SPA, (iii) December SPA, (iv) September SPA; and (v) Bitron Settlement Agreement, as applicable, among us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares underlying the Subject Notes Shares or the Bitron Settlement Shares. The Selling Securityholders may offer, sell or distribute all or a portion of their Subject Notes Shares and the Bitron Settlement Shares, as applicable, in a number of different ways and at varying prices, including publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of the Subject Notes Shares or the Bitron Settlement Shares pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell Subject Notes Shares and the Bitron Settlement Shares in the section entitled “Plan of Distribution.”

Sales of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares of common stock held by FFAI stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Our shares of Class A Common Stock and our public warrants (“Public Warrants”) are listed on The Nasdaq Stock Market (“Nasdaq”), under the symbols “FFAI” and “FFAIW,” respectively. On January 13, 2026, the closing price of our Class A Common Stock was $1.09 per share and the closing price of our Public Warrants was $ 0.03 per Public Warrant.

The shares of Class A Common Stock being offered pursuant to this prospectus are shares of FFAI, a holding company incorporated in the State of Delaware. As a holding company with no material operations of its own, FFAI conducts its operations through its operating subsidiaries. We currently have a majority of our operations in the U.S. conducted through our U.S.-domiciled operating subsidiaries. We also operate our business in the People’s Republic of China and plan to have significant operations in the future in both Mainland China and Hong Kong (together, “PRC” or “China”) through our subsidiaries organized in the PRC (collectively, the “PRC Subsidiaries”). Investors in our Class A Common Stock should be aware that they are purchasing equity solely in FFAI, a Delaware holding company. There are various risks associated with our current operating presence in China and the potential expansion of our operations in PRC, which is subject to political and economic influence from China. Recently, the Chinese government initiated a series of regulatory actions and made statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies that seek to conduct offshore securities offerings or be listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated if any, and the potential impact such modified or new laws and regulations will have on our business operations, our ability to accept foreign investments and to maintain FFAI’s listing on a U.S. exchange. The Chinese government may intervene or influence the operations of our PRC Subsidiaries, or at any time exert more control over offerings conducted overseas and foreign investment in China-based issuers in accordance with PRC laws and regulations, which could result in a material change in our operations and/or a material reduction in the value of our Class A Common Stock. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our and the Selling Securityholders’ ability to offer or continue to offer our shares of Class A Common Stock to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to our PRC operations, see “Risk Factors – Risks Related to FF’s Operations in China.”

**We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Class A Common Stock involves a high degree of risks. See the section entitled “Risk Factors”beginning on page 26 of this prospectus and in the documents incorporated by reference into this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________, 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. Neither we nor the Selling Securityholders have authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The Selling Securityholders are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement of which this prospectus is a part and in any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless the context indicates otherwise, references in this prospectus to “FFAI” refer to Faraday Future Intelligent Electric Inc. (f/k/a Property Solutions Acquisition Corp.), a holding company incorporated in the State of Delaware, and not to its subsidiaries, and references herein to the “Company,” “FF,” “we,” “us,” “our” and similar terms refer to FFAI and its consolidated subsidiaries. We refer to our primary operating subsidiary in the U.S., Faraday&Future Inc., as “FF U.S.” We refer to all our subsidiaries organized in China (including Hong Kong) collectively as the “PRC Subsidiaries,” a complete list of which is set forth inExhibit 21.1 to the registration statement of which this prospectus forms a part. References to “PSAC” refer to Property Solutions Acquisition Corp., a Delaware corporation, our predecessor company prior to the consummation of the Business Combination (as defined herein), and “Legacy FF” refers to FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, together with its consolidated subsidiaries, prior to the Business Combination (as defined herein).

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