Faraday Future Intelligent Electric Inc. has taken another step to refine its capital strategy and strengthen investor alignment by amending a previously announced equity investment agreement. The California-based intelligent electric mobility company confirmed that it has executed an amended and restated securities purchase agreement (A&R Agreement), increasing the total investment size and restructuring key financial provisions to better support long-term growth and shareholder value.
The revised agreement, originally signed on February 4, 2026, has been updated in collaboration with Gold King Arthur Holding Limited, a third-party investor introduced by AIxCrypto Holdings Inc.. The updated structure raises the total investment commitment from $10 million to $12 million while simultaneously eliminating a potentially dilutive clause, replacing it with a milestone-based incentive mechanism.
Strengthening Capital Structure Through Strategic Amendments
The most notable change in the A&R Agreement is the increase in total funding. The revised deal allocates $500,000 toward the purchase of Class A common stock and $11.5 million toward a newly designated series of convertible preferred stock. This preferred stock can later be converted into common equity, providing flexibility while maintaining an equity-focused financing structure.
This additional capital is expected to play a crucial role in supporting the company’s execution of its Embodied AI (EAI) strategy. Unlike traditional financing mechanisms that may rely heavily on debt instruments, this transaction emphasizes equity funding, which helps Faraday Future avoid additional leverage while maintaining a cleaner balance sheet.
Equally important is the company’s decision to remove the anti-dilution “true-up” provision that existed in the initial agreement. Anti-dilution clauses typically protect investors from declines in share price by adjusting their ownership stake, but they can also create significant dilution risks for existing shareholders. By eliminating this provision, Faraday Future reduces uncertainty and potential downside pressure on its stock.
In place of the removed clause, the company has introduced a fixed warrant structure tied to operational milestones. This new warrant allows the investor to purchase up to 1,000,000 shares of common stock at an exercise price of $1.50 per share, with a term of four years. However, the warrant becomes exercisable only after Faraday Future achieves a key milestone: the delivery of its 500th FX Super One vehicle to customers.
This milestone-based approach aligns investor rewards with tangible business performance rather than short-term market fluctuations. It signals a shift toward performance-driven financing that prioritizes execution over speculative price protection.
Revised Pricing Mechanism Reflects Market Conditions
Another key adjustment in the agreement is the revision of the per-share purchase price. Instead of relying on a fixed or pre-negotiated valuation, the updated structure uses the average closing price of Faraday Future’s stock over the 10 trading days prior to the signing date of the amended agreement.
As of April 14, 2026, this pricing methodology resulted in a reference price of $0.26 per share. Based on this valuation, the $500,000 allocated to common stock translates into the issuance of approximately 1,923,077 shares of Class A common stock.
This pricing mechanism introduces a more market-responsive valuation approach, ensuring that both the company and the investor transact at a price reflective of recent trading activity. It also enhances transparency and fairness in the deal structure, reducing the likelihood of disputes over valuation.
Alignment With Long-Term Growth and Financing Flexibility
Faraday Future has emphasized that the amended agreement is designed to improve compatibility with future financing initiatives. By removing the anti-dilution provision and replacing it with a fixed warrant, the company avoids complications that could arise in subsequent funding rounds.
Anti-dilution clauses can often deter new investors or complicate negotiations, as they create preferential treatment for earlier investors. By eliminating such provisions, Faraday Future positions itself to attract additional capital more easily in the future.
At the same time, the milestone-linked warrant ensures that the existing investor remains incentivized to support the company’s long-term success. The premium exercise price of $1.50 per share further reinforces this alignment, as it requires meaningful stock price appreciation before the warrant becomes valuable.
This structure reflects a deliberate effort to balance investor protection with shareholder interests, creating a more sustainable and scalable capital framework.
Efficient Capital Deployment and Strategic Use of Proceeds
The company confirmed that it has received $12 million in gross proceeds from the transaction, prior to deducting offering-related expenses. Notably, the investment was pre-funded by AIxCrypto Holdings on behalf of the investor, ensuring immediate access to capital upon closing.
Faraday Future highlighted the cost efficiency of this financing arrangement, noting that it involves relatively low transaction fees compared to other capital-raising methods. This efficiency allows a greater portion of the funds to be directed toward operational priorities.
The proceeds will primarily support the company’s robotics initiatives and the continued development of its FX Super One vehicle program. These areas are central to Faraday Future’s broader strategy of integrating intelligent electric mobility with advanced artificial intelligence and robotics technologies.
In particular, the funding will help facilitate the initial delivery phase of the company’s EAI robotics solutions, marking an important step in transitioning from development to commercialization. It will also support ongoing efforts to advance the FX Super One platform as the company works toward its targeted start-of-delivery milestones.
Bridging Mobility and Digital Asset Ecosystems
Faraday Future views this transaction as more than just a capital raise. The involvement of AIxCrypto Holdings underscores the potential synergy between the company’s core EAI business and the emerging digital asset ecosystem.
This partnership model suggests a future in which traditional automotive and mobility companies collaborate with digital asset firms to unlock new forms of value creation. While still in its early stages, this approach could pave the way for innovative financing structures, tokenized assets, or blockchain-enabled ecosystems that enhance customer engagement and operational efficiency.
By leveraging this complementary relationship, Faraday Future aims to establish a framework for future collaborations that extend beyond conventional investment models.
Leadership Perspective on the Transaction
Company leadership has framed the amended agreement as a strategic milestone in Faraday Future’s financial and operational journey. According to Jerry Wang, the company’s Global President, the revised structure eliminates a key source of uncertainty while reinforcing the company’s commitment to protecting shareholder interests.
He emphasized that replacing the anti-dilution provision with a milestone-linked warrant aligns the investment with the company’s execution roadmap. This alignment ensures that investor returns are tied directly to operational achievements, such as vehicle deliveries, rather than short-term stock price movements.
Wang also highlighted the importance of maintaining a disciplined approach to capital formation. With no convertible debt included in the transaction, the company avoids the potential risks associated with debt-driven financing, such as interest obligations and balance sheet strain.
The availability of $12 million in pre-funded capital provides immediate support for critical initiatives, enabling the company to focus on execution without delays associated with funding uncertainty.
Regulatory and Structural Considerations
As with many equity transactions, the securities issued under the agreement come with certain regulatory constraints. The shares of Class A common stock underlying both the warrant and the convertible preferred stock will initially be unregistered.
This means they are subject to customary transfer restrictions under U.S. federal and state securities laws. Investors will need to comply with these restrictions before any resale or transfer of the securities can occur.
Faraday Future indicated that additional details regarding the agreement, including the rights and obligations associated with the convertible preferred stock and the warrant, will be disclosed in a Current Report on Form 8-K. This filing with the U.S. Securities and Exchange Commission will provide a comprehensive overview of the transaction’s terms.
A Strategic Step Toward Execution and Growth
Overall, the amended and restated securities purchase agreement represents a carefully structured move by Faraday Future to strengthen its financial foundation while aligning investor incentives with operational success.
By increasing the total investment size, eliminating a potentially dilutive provision, and introducing a milestone-based warrant, the company has created a financing framework that supports both immediate execution and long-term growth.
The transaction not only provides essential capital for advancing its robotics and electric vehicle initiatives but also reflects a broader strategic vision that integrates mobility, artificial intelligence, and digital ecosystems.
As Faraday Future continues to progress toward key delivery milestones and expand its EAI platform, this refined capital structure could play a pivotal role in enabling the company to navigate the challenges of scaling and commercialization in an increasingly competitive industry.
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