• FFAI has entered into a non-binding term sheet with AIxC (soon to be FFR) for proposed all-stock acquisition of FFAI’s robotics assets and businesses at an estimated $200 million valuation. FFR aims to become the first Nasdaq-listed pure-play robotics ecosystem company centered on “Four-Core Full-Stack AI”.
• Under the non-binding term sheet, the proposed per-share price would be the lower of $2.246 or the five-day average closing price prior to signing. At $2.246, FFR’s pre-closing equity value would be approximately $55 million on a fully diluted basis, shown for illustrative purposes only. If the per-share price is below $2.246, FFR would declare a one-time special stock dividend to holders of record prior to closing, payable only upon closing and subject to tax analysis.
• AIxCrypto Holdings, Inc. will be renamed FF EAI Robotics Ecosystem Inc. and change its NASDAQ symbol to FFR, effective September 30, 2026. Through this proposed acquisition, FFR will discontinue its crypto strategy entirely and transform into a pure-play Robotics Ecosystem Company, accelerate achievement of its five-year goal to maintain a Top 3 comprehensive ranking in the EAI robotics ecosystem market.
• In less than one year, FFAI has launched 24 products across three robot forms, all of which have received FCC certification. By the end of August, cumulative EAI Device sales and shipments reached 552 units. In the second quarter, the average gross margin of FFAI’s “Four-Core Full-Stack AI” robotics products exceeded 30%, while cumulative revenue reached approximately $1.52 million.
• Under preliminary projections, the business is projected to reach positive operating cash flow in the third quarter of 2028. Those projections contemplate unaudited revenue of approximately $7.1 million in 2026 and approximately $45.17 million in 2027, with gross margins expected to improve over time from 30.5% in 2027 to 54% in 2030, along with cumulative 2026–2030 revenue of approximately $1.98 billion and growing cumulative EAI Device sales exceeding 130,000 units. They also contemplate a shift in revenue mix from EAI Device sales toward the EAI Brain and Developer Platform, Industry Productivity Solutions, the EAI Data Factory and related services, with ecosystem revenue expected to become a materially larger share.
• FFAI is upgrading into a Robotaxi and EAI Cabin (Intelligent cabin) shared mobility operations company and a Physical AI investment holding company. Evolving its automotive business from an EV manufacturer to a Robotaxi Sharing Network and AI Visicabin technology operator, FF aims to advance its “Four Future Trends” concept, once again helping to drive automotive-industry transformation.

Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global EAI ecosystem company, today announced that it has entered into a non-binding term sheet with AIxC (soon to be FFR) for proposed all-stock acquisition of FFAI’s robotics assets and businesses at an estimated $200 million valuation. Through the proposed transaction, FFR aims to become the first Nasdaq-listed pure-play robotics ecosystem company.

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Faraday Future and FFR (AIxC) Provide Additional Details on Proposed Acquisition of FFAI’s Robotics Business at an Approximate $200 Million Valuation and Potential Special Stock Dividend of $2.246 Provides Direct Benefit to Existing Stockholders

The proposed transaction remains subject to due diligence, definitive agreements, review and approval by FFR’s and FFAI’s Special Committee, applicable approvals and other customary closing conditions, and may not be completed.

If completed, the proposed transaction is expected to provide FFR with a standalone platform to advance the commercialization, deployment and long-term development of the robotics business.

The Rationale Behind the $200 Million Valuation

FFAI and FFR believe robotics represents one of the most compelling opportunities in the emerging Physical AI sector, driven by accelerating demand for automation, broader AI adoption and the potential for long-term stockholder value creation. Unlike traditional manufacturing businesses, robotics has the potential to operate under an asset-light model that combines software, AI services, data, industry solutions, and ecosystem revenues with capital-efficient production and deployment strategies.

FFAI and FFR also believe a focused, standalone robotics platform with dedicated capital, independent reporting and a single strategic mandate can unlock value in the business.

If the transaction closes, FFR intends to build a platform-based EAI robotics ecosystem covering the full lifecycle of robotics, including R&D, supply chain, manufacturing, sales, deployment, data and operations.

The ecosystem is expected to consist of the EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and the EAI Data Factory. The EAI Brain supports FFR’s “One-Brain Multi-Form, Multi-Capability” technology, product and ecosystem development, while the Developer Platform continues to expand.

In less than one year, the FF EAI Robotics business that FFR proposes to acquire has launched three robot forms, five product series, 11 models and 24 products, all of which have received FCC certification and are available for sale and delivery. The business has achieved commercial deliveries of humanoid and biomimetic robotic products.

As of the end of August, cumulative shipments of FF EAI robots reached 552 units, and the robotics business recorded an average gross margin of approximately 30.9% on its “Four-Core Full-Stack AI” robotics products in its unaudited second-quarter 2026 financial results, with cumulative revenue of approximately $1.52 million. The business has also launched four Industry Productivity Solutions for K-12 Education, Research, Security and Inspection.

Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, the business is projected to reach positive operating cash flow in the third quarter of 2028. Total revenue from the Four-Core Full-Stack AI ecosystem is expected to reach approximately $7.1 million in 2026, with a positive gross margin. Total revenue is expected to reach approximately $45.17 million in 2027, with gross margin increasing to 30.5% as the business enters a higher-margin phase.

Over five years, projected cumulative revenue is approximately $1.98 billion, with gross margin gradually rising to approximately 54% in 2030. As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services develop, ecosystem revenue is expected to increase from 22% of total revenue in 2026 to 49% over the five-year period.

FFAI management projects that EAI Device unit sales are targeted at 2,001 units in 2026 and 7,400 units in 2027, exceeding 130,000 units cumulatively over five years. The data business is expected to grow rapidly, with cumulative five-year data supply exceeding 19 million hours, supporting the continued optimization of the EAI Brain and advancement of its computing capabilities.

These projections were prepared by FFAI management for the FF EAI Robotics business on a standalone basis. They have not been adopted as Company guidance by FFR, are subject to change and may differ materially from actual results.

Potential Special Stock Dividend of $2.246 Provides Direct Benefit to Existing Stockholders

Under the non-binding term sheet, the proposed per-share price would be the lower of $2.246 or the five-day average closing price prior to signing. If the per-share price is below $2.246 at signing, FFR would declare a one-time special stock dividend to holders of record prior to closing, to make up the total equity value to $2.246 per share. The dividend would be payable only upon closing and remains subject to tax analysis. The specific terms of the proposed transaction, including the proposed special stock dividend mechanism, remain subject to diligence, definitive agreements and approval by’s Special Committee.

FFR Targets a Top-Three EAI Robotics Ecosystem Ranking Over the Next Five Years

FFR believes the robotics business is a compelling, asset-light operating business that generates revenue and continues to grow, with positive product gross margins, a clear growth path, relatively modest aggregate funding needs to reach profitability and growing operating cash inflows.

FFR can leverage its publicly listed platform and independent financing capabilities to transform from a platform whose valuation is driven primarily by fluctuations in external asset prices into a publicly traded operating company centered on an emerging-industry real-economy business. The Company’s capital efficiency and business growth can be more clearly tracked, while the transparency and quality of its financial reporting can also improve. With resources fully concentrated on the robotics strategy, changes in the operating environment may reshape the financing rationale, deal terms and cost of capital. Improvements in financing may, in turn, accelerate business development, creating a positive cycle in which value creation and financing optimization reinforce one another.

FFR will continue to advance definitive agreements, financing arrangements and transaction closing in an orderly manner. Upon completion of the proposed transaction, FFR expects to announce its next-stage strategy and business plan.

Management Conference Call

FFR will host a conference call and webcast to discuss the proposed transaction, its strategic rationale, expected financial and operational benefits, and long-term growth plans. Executives from both organizations will provide additional details regarding the transaction, followed by a question-and-answer session.

Date: September 29, 2026
Time: 8:30 a.m. ET / 5:30 a.m. PT
Dial-In: 1-877-407-9716 or 1-201-493-6779
Participant Link: https://callme.viavid.com/viavid/?callme=true&passcode=13759533&h=true&info=company&r=true&B=6

Telephone Replay

Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Access ID: 13762866

ABOUT FARADAY FUTURE

Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a "Four-Core Full-Stack AI" ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future's official website: https://www.ffai.com/

FORWARD LOOKING STATEMENTS

Important factors, that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; the ability of B2B preorder companies to locate customers to purchase our robotics products, on which their nonbinding preorders substantially depend; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; the ability of the Company to close its proposed transaction for the purchase of its robotics business by AIxC; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; the ability of the Company to evolve from a standalone EAI vehicle manufacturer into a shared-mobility operator; the Company's ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company's ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company's control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company's operations in China; the success of the Company's remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company's ability to develop and protect its technologies; the Company's ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026, and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.

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