Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) has amended and restated its previously announced securities purchase agreement, increasing the total investment size from $10 million to $12 million while introducing structural changes aimed at enhancing stockholder protections and aligning financing with operational milestones.
The updated agreement, originally signed on February 4, 2026, involves Gold King Arthur Holding Limited, a third-party investor identified by AIxCrypto Holdings Inc. (NASDAQ: AIXC). Under the revised terms, $500,000 of the investment has been allocated toward the purchase of Class A common stock, while the remaining $11.5 million has been directed into a newly designated series of convertible preferred stock.
A central feature of the amendment is the removal of the anti-dilution “true-up” provision included in the original agreement. Anti-dilution clauses typically protect investors by adjusting their ownership in response to future equity issuances, but they can also create uncertainty for existing shareholders by increasing dilution risk. In this case, Faraday Future has replaced the provision with a fixed, milestone-linked warrant structure.
Under the new arrangement, the company has issued a warrant allowing the investor to purchase up to 1,000,000 shares of common stock at an exercise price of $1.50 per share. The warrant carries a four-year term and becomes exercisable only after the company achieves a specific operational milestone—the delivery of its 500th FX Super One vehicle. This approach ties potential equity dilution to measurable business performance rather than market-driven price adjustments.
In addition, the company has revised the pricing mechanism for the common stock component of the transaction. The per-share purchase price is now calculated based on the average closing price over the 10 trading days preceding the signing date of the amended agreement, dated April 14, 2026. Using this methodology, the reference price was determined to be $0.26 per share, resulting in the issuance of approximately 1,923,077 Class A common shares for the $500,000 investment.
Faraday Future stated that these changes improve the structure’s compatibility with future financing transactions and reflect a shift toward long-term value creation. By replacing a variable anti-dilution mechanism with a fixed warrant tied to operational progress, the company aims to reduce capital structure volatility while maintaining investor alignment.
The company confirmed that it has received $12 million in gross proceeds from the transaction, before expenses. The funding was pre-arranged and advanced by AIxCrypto on behalf of the investor prior to the closing of the agreement. As an equity-based financing structure, the transaction avoids the use of convertible debt instruments and is described by the company as cost-efficient, with relatively low transaction fees.
Proceeds from the investment will be directed toward advancing Faraday Future’s Electric AI (EAI) strategy. This includes supporting its robotics initiatives and accelerating the development and commercialization of its FX Super One vehicle platform. The company indicated that the funds will help initiate early-stage robotics deliveries while maintaining momentum toward vehicle production and delivery targets.
Jerry Wang, Global President of Faraday Future, said the amended agreement reflects a more disciplined and transparent approach to capital formation. He noted that eliminating the anti-dilution provision removes a source of uncertainty, while the milestone-based warrant structure better aligns investor participation with execution milestones. He also emphasized that the absence of convertible debt contributes to a cleaner and more stable capital framework.
The transaction also highlights a broader strategic link between Faraday Future’s core EAI business and the evolving digital asset ecosystem, as reflected in the involvement of AIxCrypto. The company suggested that this collaboration could serve as a foundation for future partnerships that integrate technology-driven financing approaches with advanced mobility solutions.
The shares underlying both the warrant and the convertible preferred stock will initially remain unregistered and subject to customary transfer restrictions under U.S. federal and state securities laws. Additional details regarding the terms of the agreement and the rights associated with the preferred stock are expected to be disclosed in a forthcoming filing with the Securities and Exchange Commission.
