Item 1.01. Entry into a Material Definitive Agreement.
On November 11, 2022, Faraday Future Intelligent Electric Inc. (the "Company")
entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN,
Ltd., an affiliate of Yorkville Advisors Global, LP ("Yorkville"). Pursuant to
the SEPA, the Company shall have the right (subject to certain conditions), but
not the obligation, to sell to Yorkville up to $200,000,000 of its shares of
Class A common stock, par value $0.0001 per share (the "Class A Common Stock"),
subject, at the option of the Company, to increase in one or more installments
(each such installment, a "Commitment Increase") up to a total amount of
$350,000,000 (the $200,000,000 plus any Commitment Increases, the "Commitment
Amount"), at the Company's request any time during the commitment period
commencing on November 11, 2022 and terminating on the earlier of (i) the first
day of the month following the 36-month anniversary of the SEPA and (ii) the
date on which Yorkville shall have made payment of any advances pursuant to the
SEPA (each, an "Advance") for shares of the Class A Common Stock equal to the
Commitment Amount (as increased by any Commitment Increases). Each Advance the
Company requests under the SEPA (notice of such request, an "Advance Notice")
may be for a number of shares of Class A Common Stock equal to up to 9.99% of
the total number of shares of Class A Common Stock outstanding as of the date of
the Advance Notice (less any such shares held by Yorkville and its affiliates as
of such date); however, the final number of shares of Class A Common Stock sold
pursuant to each Advance Notice shall not exceed the greater of (1) one-third of
the total trading volume of the Class A Common Stock on the Nasdaq Stock Market
as reported by Bloomberg L.P. during such Pricing Period (as defined below), or
(2) the number of shares of Class A Common Stock sold by Yorkville during such
Pricing Period, but not to exceed the amount requested in the Advance Notice.
The shares would be purchased at 97% of the average daily volume weighted
average price of the Class A Common Stock on the Nasdaq Stock Market as reported
by Bloomberg L.P. ("VWAP") for the three trading days commencing on the Advance
Notice date (the "Pricing Period"). When providing an Advance Notice, the
Company may indicate on such Advance Notice a minimum acceptable price ("MAP").
If a MAP is indicated on an Advance Notice, then each trading day during the
Pricing Period for such Advance Notice for which the VWAP of the Class A Common
Stock is below the MAP or for which there is no VWAP (each such day, an
"Excluded Day"), shall result in an automatic reduction to the amount of the
Advance set forth in such Advance Notice by one-third, and each Excluded Day
shall be excluded from the Pricing Period for purposes of determining the price
at which Yorkville shall purchase the shares. Additionally, the total number of
shares of Class A Common Stock in respect of such Advance (after the foregoing
reductions, if any) shall be automatically increased by such number of shares of
Class A Common Stock (the "Additional Shares") equal to the number of shares of
Class A Common Stock sold by Yorkville on such Excluded Day, if any, and the
price paid per share for each Additional Share shall be equal to the MAP in
effect with respect to such Advance Notice multiplied by 97%, provided that this
increase shall not cause the total Advance to exceed the amount set forth in the
original Advance Notice.
Any purchase under an Advance would be subject to certain limitations, including
that Yorkville shall not purchase or acquire any shares that would result in it
and its affiliates beneficially owning more than 9.99% of the then outstanding
voting power or number of shares of Class A Common Stock or any shares that,
aggregated with shares issued under all other earlier Advances, would exceed
19.99% of all shares of Class A Common Stock and Class B common stock of the
Company, par value $0.0001 per share, outstanding on the date of the SEPA,
unless Company shareholder approval was obtained allowing for issuances in
excess of such amount (the "Exchange Cap"). The Exchange Cap will not apply
under certain circumstances, including to any Advance under the SEPA where the
average price of all shares of Class A Common Stock issued and sold under the
SEPA, or to be issued under Advances to the date of and including such Advance,
equals or exceeds $0.62 per share.
In connection with the execution of the SEPA, the Company agreed to pay a
structuring fee (in cash) to YA Global II SPV, LLC, a subsidiary of Yorkville,
in the amount of $10,000. Additionally, in connection with the execution of the
SEPA, the Company agreed to issue to Yorkville 789,016 shares of Class A Common
Stock as a commitment fee, and if the Company exercises a Commitment Increase,
the Company will issue to Yorkville additional shares of Class A Common Stock as
a commitment fee in an amount determined by dividing (a) 0.25% of the amount of
such Commitment Increase, by (b) the average of the daily VWAP for the five
trading days prior to the date the Company delivers notice of the Commitment
Increase (the 789,016 shares plus any additional shares, the "Commitment
Shares"). Such additional Commitment Shares must be issued within five days of
the date the Company delivers notice of the Commitment Increase.
In connection with the execution of the SEPA, the Company agreed to use
commercially reasonable efforts to prepare and file with the Securities and
Exchange Commission (the "SEC") a registration statement, or multiple
registration statements, for the resale under the Securities Act of 1933, as
amended (the "Securities Act"), by Yorkville of the shares of Class A Common
Stock issued under the SEPA (including the Commitment Shares and shares of Class
A Common Stock issued pursuant to an Advance). The Company in its sole
discretion may choose when to file such registration statement, but the Company
shall not have the ability to request any Advances until such registration
statement is declared effective by the SEC.
The foregoing description of the SEPA does not purport to be complete and is
qualified in its entirety by reference to the complete text of the SEPA, a copy
of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any shares of Class A Common Stock, nor shall
there be any sale of shares of Class A Common Stock in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
other jurisdiction.
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Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein by
reference. The offer, sale and issuance of the Commitment Shares and other
shares of Class A Common Stock to Yorkville under the SEPA are being made in
reliance upon the exemption contained in Section 4(a)(2) of the Securities Act.
Item 7.01. Regulation FD Disclosure.
On November 14, 2022, the Company issued a press release announcing its entering
into the SEPA. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:
No. Description of Exhibits
10.1 Standby Equity Purchase Agreement, dated as of November 11, 2022, by
and between YA II PN, Ltd. and Faraday Future Intelligent Electric
Inc.
99.1 Press Release issued by Faraday Future Intelligent Electric Inc.,
dated November 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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FARADAY FUTURE INTELLIGENT ELECTRIC INC. 
