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United States securities and exchange commission logo
August 30, 2022
Jay Sheng
Head of Operations
FF Global Partners LLC
3655 Torrance Blvd
Suite 361-362
Torrance, CA 90503
Re: Faraday Future
Intelligent Electric Inc.
Preliminary Proxy
Statement on Schedule 14A filed August 17, 2022
Filed by FF Global
Partners LLC, Pacific Technology Holding LLC and FF
Top Holding LLC
File No. 001-39395
Dear Mr. Sheng:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used in this letter have the same meaning as in the
preliminary consent
statement unless otherwise indicated.
Preliminary Proxy Statement on Schedule 14A filed August 17, 2022
General
1. Please advise us when
the Participants anticipate distributing the proxy statement. Given
that reliance on
Exchange Act Rule 14a-5(c) is impermissible at any time before the
registrant distributes
its proxy statement, the Participants will accept all legal risk in
connection with
distributing the initial definitive proxy statement without all required
disclosures and should
undertake to subsequently provide any omitted information in a
supplement in order to
mitigate that risk.
Jay Sheng
FF Global Partners LLC
August 30, 2022
Page 2
2. The proxy card included with the preliminary proxy statement should be
clearly identified
as a preliminary version. Refer to Exchange Act Rule 14a-6(e)(1) with
respect to the
proxy card. Please revise accordingly.
3. The proxy statement gives instructions for stockholders who wish to
revoke their white
proxy cards and vote on the Participants' blue proxy card instead.
Please supplement the
disclosure to indicate that a stockholder of record may revoke or change
proxy
instructions by submitting any properly executed, subsequently dated
proxy card, as
opposed to only a blue proxy card. Refer to Item 2 of Schedule 14A.
4. Please provide support for the following statements or revise as
necessary:
In partial compliance with its obligations under the
Shareholder Agreement, the
Company has called the Special Meeting in order to permit
shareholders to vote upon
the removal of Mr. Krolicki. It is our understanding that the
Company has no
obligation under the Shareholder Agreement to hold a special meeting
of
stockholders or to allow stockholders to vote upon the removal of
Mr. Krolicki from
the Board.
FF Top has the right to remove its FF Top Designees at any
time, for any reason or
no reason. It is our understanding that the Shareholder Agreement
does not allow
FF Top to remove its designees to the Company s board of directors
until after the
second annual meeting of shareholders.
"We understand that, during this meeting, Mr. Jordan Vogel stated
to YT Jia, also in
the presence of Mr. Jia s interpreter, that Mr. Vogel felt that
Mr. Krolicki was not
qualified to serve on the Board. It is our understanding that Mr.
Vogel never
communicated to Mr. Jia or anybody else associated with the
Participants that he felt
Mr. Krolicki was not qualified to serve on the Board.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameJay Sheng
Division of
Corporation Finance
Comapany NameFF Global Partners LLC
Office of Mergers &
Acquisitions
August 30, 2022 Page 2
cc: Kiran Kadekar
FirstName LastName