---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-037925"
form_type: "8-K"
ticker: "FFAI"
cik: "0001805521"
company_name: "FARADAY FUTURE INTELLIGENT ELECTRIC INC."
filed_at: "2023-05-10T23:59:59+00:00"
generated_at: "2026-06-15T06:54:12.918141+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Faraday Future secures $100M unsecured convertible notes; conversion price $0.8925, floor price reduced to $0.10

## Summary
- 100M aggregate unsecured convertible notes; 10% OID, 10% interest, convertible at $0.8925 per share with full ratchet anti-dilution.
- Notes mature 6 years from last closing; purchasers also get warrants for 33% of conversion shares at $0.8925.
- Existing secured notes amended: conversion/exercise price lowered from $1.05 to $0.8925; floor price from $0.21 to $0.10.
- Financing conditioned on delivery plan: first phase by May 31, 2023; second phase by June 30, 2023; purchasers may cancel if unmet.
- Major stockholder FF Global provides equity commitment; company must seek stockholder approvals for share increase and Nasdaq rule.

## SEC filing metadata
- accession: 0001213900-23-037925
- form_type: 8-K
- ticker: FFAI
- cik: 0001805521
- company_name: FARADAY FUTURE INTELLIGENT ELECTRIC INC.
- filed_at: 2023-05-10T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/0001213900-23-037925-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/ea178198-8k_faraday.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-037925
- JSON: https://secwatch.observer/filing/0001213900-23-037925.json
- Plain text: https://secwatch.observer/filing/0001213900-23-037925.txt

## Key facts
- Debt Financings
  FARADAY FUTURE INTELLIGENT ELECTRIC INC. incurred convertible notes of $100.0 million with Metaverse Horizon Limited and V W Investment Holding Limited.
  - Instrument: convertible notes
  - Principal: $100.0 million
  - Counterparty: Metaverse Horizon Limited and V W Investment Holding Limited
  - Event: incurrence
  source text: On May 8, 2023, the Company entered into a Securities Purchase Agreement (the “Unsecured SPA”) with Metaverse Horizon Limited and V W Investment Holding Limited, as purchasers (collectively with additional purchasers from time to time party thereto, the “Unsecured SPA Purchasers”), to issue and sell, subject to the satisfaction of certain closing conditions (as described further below), $100.0 million aggregate principal amount of the Company’s senior unsecured convertible promissory notes (the “Unsecured SPA Notes”),
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/0001213900-23-037925-index.htm
- Material Agreements
  FARADAY FUTURE INTELLIGENT ELECTRIC INC. entered into Amendment to ATW Notes and Warrants with FF Simplicity Ventures LLC and FF Prosperity Ventures LLC (effective 2023-05-09).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: FF Simplicity Ventures LLC and FF Prosperity Ventures LLC
  - Effective: 2023-05-09
  source text: on May 9, 2023, the Company entered into that certain Amendment to ATW Notes and Warrants (“ATW Amendment”) with FF Simplicity Ventures LLC (“FF Simplicity”) and FF Prosperity Ventures LLC (“FF Prosperity” and, together with FF Simplicity, the “ATW Parties”), as purchasers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/0001213900-23-037925-index.htm
- Material Agreements
  FARADAY FUTURE INTELLIGENT ELECTRIC INC. entered into Securities Purchase Agreement (Unsecured SPA) with Metaverse Horizon Limited and V W Investment Holding Limited valued at $100.0 million (effective 2023-05-08).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Metaverse Horizon Limited and V W Investment Holding Limited
  - Value: $100.0 million
  - Effective: 2023-05-08
  source text: On May 8, 2023, the Company entered into a Securities Purchase Agreement (the “Unsecured SPA”) with Metaverse Horizon Limited and V W Investment Holding Limited, as purchasers (collectively with additional purchasers from time to time party thereto, the “Unsecured SPA Purchasers”), to issue and sell, subject to the satisfaction of certain closing conditions (as described further below), $100.0 million aggregate principal amount of the Company’s senior unsecured convertible promissory notes (the “Unsecured SPA Notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/0001213900-23-037925-index.htm
- Material Agreements
  FARADAY FUTURE INTELLIGENT ELECTRIC INC. entered into Amendment No. 8 to Securities Purchase Agreement with Senyun International Ltd. (effective 2023-05-08).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Senyun International Ltd.
  - Effective: 2023-05-08
  source text: On May 8, 2023, Faraday Future Intelligent Electric Inc. (the “Company”) entered into that certain Amendment No. 8 to Securities Purchase Agreement (“Amendment No. 8”) with Senyun International Ltd. (“Senyun”), as purchaser
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805521/000121390023037925/0001213900-23-037925-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.