Filing Details
- Accession Number:
- 0001140361-22-037261
- Form Type:
- 13D Filing
- Publication Date:
- 2022-10-16 20:00:00
- Filed By:
- Ff Top Holding Llc
- Company:
- Faraday Future Intelligent Electric Inc.
- Filing Date:
- 2022-10-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| FF Top Holding | 0 | 117,705,569 | 0 | 64,000,588 | 117,705,569 | 28.3% |
| Pacific Technology Holding | 0 | 117,705,569 | 0 | 65,181,277 | 117,705,569 | 28.3% |
| FF Global Partners | 0 | 117,705,569 | 0 | 65,181,277 | 117,705,569 | 28.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
| Faraday Future Intelligent Electric Inc. |
| (Name of Issuer) |
| Class A Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| 74348Q108 |
| (CUSIP Number) |
| FF Top Holding LLC 3655 Torrance Blvd, Suite 361-362 Torrance, California 90503 Attention: Jiawei Wang (424) 247-1184 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October 13, 2022 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 74348Q108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| FF Top Holding LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | ||||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 64,000,588 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 28.3% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
(1) Includes (i) 53,704,981 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, including 1,180,689
shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (ii) 64,000,588 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) held directly by FF Top Holding LLC. Shares of Class B
Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.
(2) Based on 416,060,596 shares of Class A Common Stock, comprised of (i) 392,765,372 shares of Class A Common Stock issued and outstanding as of September 14, 2022, as reported in the Issuer’s amended Registration
Statement on Form S-1 (the “S-1/A”), filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on October 7, 2022, (ii) the issuance of 2,687,083 shares of Class A Common Stock and 14,339,110 shares of Class A Common Stock upon the
exercise of certain warrants on September 26, 2022 and September 27, 2022, as reported in the S-1/A and (iii) the issuance of 6,269,031 shares of Class A Common Stock upon the exchange of certain promissory notes, as reported in the Issuer’s Current
Report on Form 8-K (the “October 11 8-K”), filed by the Issuer with the SEC on October 11, 2022. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.
CUSIP No.: 74348Q108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Pacific Technology Holding LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | ||||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 65,181,277 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 28.3% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
(1) Includes (i) 52,524,292 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of
Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC. Shares of Class B Common Stock are convertible into an equal number of shares of Class A
Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.
(2) Based on 416,060,596 shares of Class A Common Stock, comprised of (i) 392,765,372 shares of Class A Common Stock issued and outstanding as of September 14, 2022, as reported in the S-1/A, (ii) the issuance of
2,687,083 shares of Class A Common Stock and 14,339,110 shares of Class A Common Stock upon the exercise of certain warrants on September 26, 2022 and September 27, 2022, as reported in the S-1/A and (iii) the issuance of 6,269,031 shares of Class A
Common Stock upon the exchange of certain promissory notes, as reported in the October 11 8-K. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.
CUSIP No.: 74348Q108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| FF Global Partners LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | ||||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 65,181,277 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 117,705,569 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 28.3% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
(1) Includes (i) 52,524,292 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of
Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC. Shares of Class B Common Stock are convertible into an equal number of shares of Class A
Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.
(2) Based on 416,060,596 shares of Class A Common Stock, comprised of (i) 392,765,372 shares of Class A Common Stock issued and outstanding as of September 14, 2022, as reported in the S-1/A, (ii) the issuance of
2,687,083 shares of Class A Common Stock and 14,339,110 shares of Class A Common Stock upon the exercise of certain warrants on September 26, 2022 and September 27, 2022, as reported in the S-1/A and (iii) the issuance of 6,269,031 shares of Class A
Common Stock upon the exchange of certain promissory notes, as reported in the October 11 8-K. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.
AMENDMENT NO. 12 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Class A Common Stock and
Class B Common Stock of the Issuer on August 2, 2021, as amended on May 17, 2022, June 24, 2022, June 27, 2022, July 15, 2022, July 18, 2022, August 2, 2022, August 8, 2022, August 23, 2022, September 9, 2022, September 19, 2022 and September 26,
2022 (as so amended through September 26, 2022, the “Original Schedule 13D” and together with this Amendment No. 12, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided
herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On October 13, 2022, the Issuer filed a definitive proxy statement that did not include the removal of director Brian Krolicki as a proposal to be voted upon by stockholders at the Issuer’s upcoming special meeting. The Issuer had included such
proposal in two preliminary proxy statements, filed on August 8, 2022 and on August 29, 2022, and the Reporting Persons had previously filed a preliminary proxy statement on August 17, 2022 for the purposes of soliciting proxies in favor of Mr.
Krolicki's removal. In light of Issuer's determination not to present Mr. Krolicki's removal to a vote of stockholders, the Reporting Persons determined on October 13, 2022 that they would no longer seek to solicit
proxies in respect of such proposal at such special meeting. Consequently, as of this filing of this Amendment, the Reporting Persons are not seeking to solicit proxies pursuant to a proxy statement with respect to any matter. The Reporting
Persons, however, continue to look forward to Mr. Krolicki’s resignation from the Board no later than the date contemplated by the Heads of Agreement, and reserve all rights in respect of Mr. Krolicki as a member of the Board, including their right
to further seek the removal of Mr. Krolicki from the Board. The Reporting Persons also reserve their rights to, in the future, solicit or seek to solicit proxies in favor of any matter submitted to a vote of stockholders, including in the event
that a new proposal to remove Mr. Krolicki from the Board is presented to stockholders.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
FF Top has agreed with the Issuer that the date set forth in Section 2(c)(3) of the Voting Agreement shall henceforth be deemed to refer to “October 21, 2022” and not “October 7, 2022”.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: October 14, 2022 | FF TOP HOLDING LLC | ||
| | | | |
| | By: | Pacific Technology Holding LLC | |
| | Its: | Managing Member | |
| | | | |
| | By: | FF Global Partners LLC | |
| | Its: | Managing Member | |
| | By: | /s/ Jiawei Wang | |
| | Name: | Jiawei Wang | |
| | Title: | President | |
| | | | |
| Dated: October 14, 2022 | PACIFIC TECHNOLOGY HOLDING LLC | ||
| | | | |
| | By: | FF Global Partners LLC | |
| | Its: | Managing Member | |
| | By: | /s/ Jiawei Wang | |
| | Name: | Jiawei Wang | |
| | Title: | President | |
| | | | |
| Dated: October 14, 2022 | FF GLOBAL PARTNERS LLC | ||
| | | | |
| | By: | /s/ Jiawei Wang | |
| | Name: | Jiawei Wang | |
| | Title: | President | |