0001628280-22-030540 | 10-Q | XBRL Viewer | Faraday Future Intelligent Electric INC

^[1]

423,053

22,454,776

7,688,153

Issuance of Class A Common Stock in the Business Combination, net of transaction costs (in shares)

$ 2,863

$ 294,796

$ 98,375

$ 2

$ 1

$ 2,863

$ 294,794

$ 98,374

^[1]

27,798,411

Issuance of Class A Common Stock in the Business Combination, net of transaction costs

170,114

$ 3

170,111

Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (in shares)

^[1]

80,000

Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock

790

Conversion of liabilities into Class A Common Stock in the Business Combination (in shares)

^[1]

20,666,825

Conversion of liabilities into Class A Common Stock in the Business Combination

285,337

$ 2

285,335

Conversion of liabilities into the commitment to issue Class A Common Stock in the Business Combination

52,338

Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock (in shares)

^[1]

(117,839,510)

(64,000,588)

Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock

$ (12)

$ (6)

^[1]

76,140,000

Settlement of lawsuit with issuance of vested stock options

692,405

$ 8

692,397

8,459

Settlement of accrued rent with issuance of vested stock options

951

Vesting of restricted stock award for employee bonus

14,620

8,521

^[1]

4,326,920

Settlement of receivables through receipt of Class A Common Stock (in shares)

10,492

^[1]

(43,096)

Settlement of receivables through receipt of Class A Common Stock

(105)

Issuance of warrants

17,596

(487)

Ending balance (in shares) at Sep. 30, 2021

(432,206)

^[2]

134,795,128

Ending balance at Sep. 30, 2021

645,521

$ 13

$ 0

3,475,314

(6,461)

(2,823,345)

Beginning balance (in shares) at Jun. 30, 2021

^[2]

107,659,654

64,000,588

Beginning balance at Jun. 30, 2021

(552,759)

$ 10

$ 6

1,973,314

(6,650)

(2,519,439)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[2]

11,566,196

7,688,153

Issuance of Class A Common Stock in the Business Combination, net of transaction costs (in shares)

160,437

$ 98,375

$ 1

160,436

$ 98,374

^[2]

27,798,411

Issuance of Class A Common Stock in the Business Combination, net of transaction costs

170,114

$ 3

170,111

Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (in shares)

^[2]

80,000

Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock

790

Conversion of liabilities into Class A Common Stock in the Business Combination (in shares)

^[2]

20,666,825

Conversion of liabilities into Class A Common Stock in the Business Combination

285,337

$ 2

285,335

Conversion of liabilities into the commitment to issue Class A Common Stock in the Business Combination

52,338

Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock (in shares)

^[2]

(117,839,510)

(64,000,588)

Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock

$ (12)

$ (6)

^[2]

76,140,000

Settlement of lawsuit with issuance of vested stock options

692,405

$ 8

692,397

8,459

Settlement of accrued rent with issuance of vested stock options

951

Vesting of restricted stock award for employee bonus

14,620

5,053

^[2]

1,078,495

Settlement of receivables through receipt of Class A Common Stock (in shares)

2,740

^[2]

(43,096)

Settlement of receivables through receipt of Class A Common Stock

(105)

Issuance of warrants

10,483

189

Ending balance (in shares) at Sep. 30, 2021

(303,906)

^[2]

134,795,128

Ending balance at Sep. 30, 2021

645,521

$ 13

$ 0

3,475,314

(6,461)

(2,823,345)

Beginning balance (in shares) at Dec. 31, 2021

Beginning balance at Dec. 31, 2021

$ 0

Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021

$ 32,900

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance pursuant to commitment to issue registered shares

$ (32,900)

Beginning balance (in shares) at Dec. 31, 2021

$ 0

168,693,323

Beginning balance at Dec. 31, 2021

567,654

$ 17

$ 0

3,482,226

(6,945)

(2,907,644)

Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021

$ (20,265)

Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021

$ 3,393

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Transfer of private warrants to unaffiliated parties

186

Amendment of ATW NPA Warrants (Note 12)

1,238

64,843,850

67,218

$ 6

67,212

89,152,131

2,387,500

64,000,588

$ 32,900

$ 7

$ 6

(13)

$ 32,900

9,793

4,100,008

Settlement of receivables through receipt of Class A Common Stock (in shares)

9,535

(96,759)

Settlement of receivables through receipt of Class A Common Stock

(767)

Receipt of class A common stock in consideration of exercises of options (in shares)

(311,878)

Receipt of class A common stock in consideration of exercises of options

(669)

Exercise of warrants (in shares)

17,026,193

Exercise of warrants

1,728

$ 1

1,727

13,548

(398,169)

345,794,368

64,000,588

Beginning balance (in shares) at Jun. 30, 2022

287,323

$ 31

$ 6

3,603,368

6,603

(3,322,685)

Beginning balance at Jun. 30, 2022

$ 32,900

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance pursuant to commitment to issue registered shares

$ (32,900)

Beginning balance (in shares) at Jun. 30, 2022

$ 0

238,543,475

64,000,588

Beginning balance at Jun. 30, 2022

268,502

$ 24

$ 6

3,491,041

(3,261)

(3,219,308)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Transfer of private warrants to unaffiliated parties

186

Amendment of ATW NPA Warrants (Note 12)

1,238

64,843,850

$ 67,218

$ 6

$ 67,212

20,264,715

2,387,500

$ 32,900

3,319

3,137,272

Settlement of receivables through receipt of Class A Common Stock (in shares)

7,181

(96,759)

Settlement of receivables through receipt of Class A Common Stock

(767)

Receipt of class A common stock in consideration of exercises of options (in shares)

(311,878)

Receipt of class A common stock in consideration of exercises of options

(669)

Exercise of warrants (in shares)

17,026,193

Exercise of warrants

1,728

$ 1

1,727

9,864

(103,377)

345,794,368

64,000,588

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

$ 287,323

$ 31

$ 6

$ 3,603,368

$ 6,603

$ (3,322,685)

[1]	The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.
[2]	The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (398,169)	$ (432,206)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	15,323	4,268
Stock-based compensation	9,793	8,521
Vesting of restricted stock awards for employee bonus	0	14,620
Loss on disposal of property and equipment	1,407	62,987
Change in fair value measurements	622	60,394
Loss (gain) on foreign exchange	2,484	(1,823)
Loss on write-off of vendor deposits, net and (gain) on write-off of accounts payable	2,992	(4,191)
Non-cash interest expense	8,468	36,478
Loss on extinguishment or settlement of related party notes payable, notes payable and vendor payables in trust, net	7,690	96,036
Gain on forgiveness of vendor payables in trust	0	(1,731)
Reserve for unrecoverable value added taxes	0	6,404
Other	324	0
Changes in operating assets and liabilities:
Deposits	13,364	(35,796)
Other current and non-current assets	(16,011)	(18,446)
Accounts payable	27,467	(40,434)
Accrued payroll and benefits	9,372	(6,889)
Accrued expenses and other current liabilities	(24,628)	12,763
Operating lease liabilities	(2,886)	0
Accrued interest expense	(12,721)	0
Transfers between vendor payables in trust and accounts payable	0	1,167
Net cash used in operating activities	(355,109)	(237,878)
Cash flows from investing activities
Payments for property and equipment	(112,099)	(37,264)
Net cash used in investing activities	(112,099)	(37,264)
Cash flows from financing activities
Proceeds from issuance of Class A Common Stock in the Business Combination	0	229,583
Proceeds from issuance of Class A Common Stock pursuant to the PIPE Financing	0	761,400
Transaction costs paid in connection with the Business Combination	0	(23,148)
Transaction costs paid in connection with the PIPE Financing	0	(61,130)
Proceeds from related party notes payable	0	200
Proceeds from notes payable, net of original issuance discount	40,050	172,031
Proceeds from exercise of warrants	1,728	0
Payments of notes payable	(87,258)	0
Payments of related party notes payable	0	(38,217)
Payments of notes payable, including liquidation premium	0	(48,210)
Payments of notes payable issuance costs	(2,813)	(3,355)
Payments of vendor payables in trust	0	(27,722)
Payments of finance lease obligations	(1,410)	(2,691)
Repurchase of common stock	(767)	0
Transfers between vendor payables in trust and accounts payable	0	(1,167)
Proceeds from exercise of stock options	9,535	10,492
Payments of stock issuance costs	0	(1,071)
Net cash (used in) provided by financing activities	(40,935)	966,995
Effect of exchange rate changes on cash and restricted cash	11,594	(2,536)
Net (decrease) increase in cash and restricted cash	(496,549)	689,317
Cash and restricted cash, beginning of period	530,477	1,827
Cash and restricted cash, end of period	33,928	691,144
Cash	31,766	666,061
Restricted cash	2,162	25,083
Supplemental disclosure of noncash investing and financing activities
Conversion of related party notes payable and related party accrued interest into Class A Common Stock	0	294,796
Conversion of notes payable and accrued interest into Class A Common Stock	0	98,375
Conversion of assumed convertible and promissory notes payable into Class A Common Stock and Private Warrants	0	1,080
Recognition of operating right of use assets and lease liabilities upon adoption of ASC 842 and for new leases entered into in 2022	11,906	0
Additions of property and equipment included in accounts payable and accrued expenses	12,056	0
Issuance of Warrants	0	17,596
Issuance pursuant to commitment to issue registered shares	32,900	0
Receipt of class A common stock in consideration of exercises of options	669	0
Transfer of private warrants to unaffiliated parties	186	0
Conversion of convertible note to equity	67,218	0
Acquisitions of property and equipment included in accounts payable	0	270
Settlement of vendor payables in trust for a commitment to issue Class A Common Stock	0	96,186
Settlement of accounts payable for a commitment to issue Class A Common Stock	0	2,879
Supplemental disclosure of noncash investing and financing activities related to the Business Combination
Settlement of notes payable and accrued interest for a commitment to issue Class A Common Stock	0	68,541
Settlement of related party notes payable and related party accrued interest for a commitment to issue Class A Common Stock	0	69,218
Settlement of vendor payables in trust for a commitment to issue Class A Common Stock	0	96,186
Settlement of accounts payable for a commitment to issue Class A Common Stock	0	2,879
Reclassification of deferred transaction costs paid in prior periods against the proceeds received in the Business Combination	0	7,865
Supplemental disclosure of cash flow information
Cash paid for interest	12,721	5,837
Class A Common Stock
Supplemental disclosure of noncash investing and financing activities related to the Business Combination
Exchange of Legacy FF redeemable preference stock for a commitment to issue common stock	0	859,182
Class B Common Stock
Supplemental disclosure of noncash investing and financing activities related to the Business Combination
Exchange of Legacy FF redeemable preference stock for a commitment to issue common stock	0	697,611
The9 Conditional Obligation
Supplemental disclosure of noncash investing and financing activities
Conversion of The9 Conditional Obligation to equity	$ 0	$ 2,863

Nature of Business and Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Organization and Basis of Presentation	Nature of Business and Organization and Basis of Presentation Nature of Business and Organization Faraday Future Intelligent Electric Inc. (“Company” or “FF”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and headquartered in Los Angeles, California. On July 21, 2021 (“Closing”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021, by and among Property Solutions Acquisition Corp (“PSAC”). and Legacy FF (the “Business Combination”), pursuant to which the Company received gross proceeds of $229,583 from the PSAC trust account. Upon the consummation of the Business Combination, PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” Concurrently with the Closing of the Business Combination, the Company entered into separate agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock, for a purchase price of $10 per share with an aggregate purchase price of $761,400 (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights. The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company expects to manufacture vehicles at its ieFactory California production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. Principles of Consolidation and Basis of Presentation The Company consolidates the financial statements of all entities in which it has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and are unaudited. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s Form 10-K filed with Securities and Exchange Commission (“SEC”) on May 13, 2022 (“Form 10-K”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company’s annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Form 10-K, except as described below. Reclassification The Company reclassified certain amounts in the unaudited Condensed Consolidated Financial Statements to conform to the current period's presentation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable, notes payable and warrants liabilities; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; (vii) fair value of warrants, and (viii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s unaudited Condensed Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. Income Tax The Company recorded an income tax provision of $0 and $9 for the three and nine months ended September 30, 2022, and $0 and $3 for the three and nine months ended September 30, 2021, respectively, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is due to the ratio of domestic and international loss before taxes. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of September 30, 2022, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law. The Company did not accrue any interest or penalties related to the Company's unrecognized tax benefits as of September 30, 2022, as the uncertain tax benefits only reduced the net operating losses. The Company does not expect the uncertain tax benefits to have material impact on its unaudited Condensed Consolidated Financial Statements within the next twelve months. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC 842”), which outlines a comprehensive lease accounting model that supersedes the previous lease guidance. The guidance requires lessees to recognize lease liabilities and corresponding right-of-use (“ROU”) assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard on January 1, 2022 using the modified retrospective basis and recorded operating lease ROU assets of $11,191 and operating lease liabilities of $11,191 on that date. As part of this adoption, the Company reclassified the deferred gain related to a previous sale and leaseback of $3,393 to accumulated deficit. The Company elected to apply the package of practical expedients permitted under the transition guidance within ASC 842 which does not require reassessment of initial direct costs, reassessment of the classification of leases as operating or financing, or reassessment of the definition of a lease (see Note 10, Leases). Finance lease liabilities and related property and equipment assets did not change as a result of the adoption of this standard. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in ASC 470- 20, Debt — Debt with Conversion and Other Options, for convertible instruments. ASU 2020-06 updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, ASU 2020-06 made amendments to the earnings per share guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for the diluted EPS calculation, and no longer allowing the net share settlement method. ASU 2020-06 also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. Adoption of ASU 2020-06 can either be on a modified retrospective or full retrospective basis. The Company adopted the standard on January 1, 2022 on a modified retrospective basis and reclassified the Obligation to issue registered shares of Class A Common Stock of $12,635 from Accrued expenses and other current liabilities and reclassified $20,265 from Accumulated deficit to Commitment to issue Class A Common Stock on the unaudited Condensed Consolidated Balance Sheets. In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. ASU 2021-04 made amendments to the earnings per share guidance in Topic 260 for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. Further, ASU 2021-04 made amendments to the Debt — Modifications and Extinguishments guidance in Topic 470-50. ASU 2021-04 also added references to revised guidance within Topic 505 and 718. Additionally, ASU 2021-04 made additions to Topic 815-40 related to the issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. Adoption of the amendments should be applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company adopted ASU 2021-04 as of January 1, 2022, which had an immaterial effect on the unaudited Condensed Consolidated Financial Statements.

Liquidity and Capital Resources	9 Months Ended
Liquidity and Capital Resources	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	Liquidity and Capital Resources The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited Condensed Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these unaudited Condensed Consolidated Financial Statements were issued. The timing of first deliveries of FF 91 vehicles is uncertain and is not expected to occur in 2022 and remains subject to various conditions, many of which are outside of FF’s control, including the timing, size, and availability of additional financing as well as the implementation and effectiveness of FF’s headcount reductions and other expense reduction and payment delay measures. It is also subject to suppliers meeting their commitments on program deliverables including parts, and timely and successful certification testing. FF is seeking to raise additional capital from various fundraising efforts currently underway to supplement its cash on hand of $31,766 as of September 30, 2022. The Company has taken steps to preserve its cash position, including reducing spending, extending payment cycles and other similar measures. As part of its funding efforts, on November 11, 2022, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”), an affiliate of Yorkville Advisors Global, LP, which provides the Company the sole right, but not the obligation, to direct Yorkville from time to time to purchase up to $200,000 (“Commitment Amount”) of the Company’s shares of Class A Common Stock during the commitment period ending November 11, 2025, at a 3% discount of the VWAP (as defined below) of the shares during the three preceding days of each issuance. The Company has the option to increase the Commitment Amount to up to $350,000 during the commitment period. The Company agreed to issue 789,016 shares of Class A Common Stock in satisfaction of the commitment fee agreed upon in the SEPA. As of the date the unaudited Condensed Consolidated Financial Statement were issued, the Company did not direct Yorkville to buy any shares of Class A Common Stock. The Company shall use commercially reasonable efforts to prepare and file with the SEC a registration statement for the resale by Yorkville of the shares of Class A Common Stock to be issued under the SEPA (including the 789,016 commitment shares). The Company shall not have the ability to draw funds until the effectiveness of such registration statement and the satisfaction of certain other conditions. Any purchase would be subject to certain limitations, including that Yorkville shall not purchase any shares that would result in it and its affiliates beneficially owning more than 9.99% of the then outstanding voting power or number of shares of Class A Common Stock or any shares that would exceed 19.99% of all shares of Class A Common Stock and Class B common stock of the Company outstanding on the date of the SEPA, unless Company shareholder approval was obtained allowing for issuances in excess of such amount (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including where the average price of all shares of Class A Common Stock equals or exceeds $0.62 per share. Further, and as more fully described in Note 9, Notes Payable, the Company has unfunded commitments from Purchasers, in the amount of $40,000 in connection with the SPA, as such terms are defined in Note 9, Notes Payable, $20,000 of which is expected to be funded by the end of 2022, subject to the satisfaction of certain conditions, and the remaining $20,000 of which is expected to be received following the launch of the FF 91 and completion of certain other conditions. The Company also has the right to force the conversion of the warrants underlying the Warrant Reserve, as such term is defined in Note 12, Stockholders' Equity, for a total exercise price of $20,000 in cash, upon the completion of certain milestones and conditions. Despite the access to liquidity resulting from the SEPA when, and if, it shall become effective, the Warrant Reserve and the unfunded commitments from the SPA, the Company projects that it may require additional funds during the remainder of 2022 and will require additional funds beyond 2022 in order to continue operations and support the ramp-up of production of the FF 91 to generate revenues to put the Company on a path to cash flow break-even. Incremental capital needs beyond 2022 to fund development of the Company’s remaining product portfolio will be highly dependent on the market success and profitability of the FF 91 and the Company’s ability to accurately estimate and control costs. Since its formation, the Company has devoted substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of initial electric vehicle models, and capital raising. Since inception, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $3,322,685 as of September 30, 2022. After the closing of the Business Combination and the PIPE Financing on July 21, 2021, the Company received gross proceeds aggregating $990,983 which it used to settle certain liabilities and the remainder of which management has used to finance the ongoing operations of the business. The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable (see Note 8, Related Party Notes Payable and Note 9, Notes Payable), the sale of Preferred and Common Stock (see Note 12, Stockholders' Equity) and the net proceeds received from the Business Combination and the PIPE Financing (see Note 3, Business Combination). The Company’s ongoing liquidity needs will depend on the extent to which the Company’s actual costs vary from the Company’s estimates and the Company’s ability to control these costs, as well as the Company’s ability to raise additional funds. The timely achievement of the Company’s operating plan as well as its ability to maintain an adequate level of liquidity are subject to various risks associated with the Company’s ability to continue to successfully close additional sources of funding, control and effectively manage its costs, as well as factors outside of the Company’s control, including those related to global supply chain disruptions, the rising prices of materials, potential impact of the COVID-19 pandemic, and general macroeconomic conditions. The Company’s forecasts and projections of working capital reflect significant judgment and estimates for which there are inherent risks and uncertainties. The Company expects to continue to generate significant operating losses for the foreseeable future. The plans are dependent on the Company being able to continue to raise significant amounts of capital through the issuance of additional notes payable and equity securities. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future funding raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to reduce discretionary spending, alter or scale back vehicle development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. As of September 30, 2022, the Company was in default on a related party note payable with a principal amount of $8,451. In January 2022, the Company defaulted on the Optional Notes (see Note 9, Notes Payable). The holders of the Optional Notes have waived the default. The unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Business Combination	9 Months Ended
Business Combination	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business Combination On July 21, 2021, the Company consummated the Business Combination. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company. Upon the consummation of the Business Combination, the registrant changed its name from Property Solutions Acquisition Corp. to Faraday Future Intelligent Electric Inc. Commitment to Issue Class A and Class B Common Stock As part of the closing of the Business Combination, former stockholders and noteholders of Legacy FF are required to submit a signed Company share letter of transmittal or converting debt letter of transmittal along with a lockup agreement to the Company’s transfer agent in order for shares of the Company to be issued in their name in exchange for their shares in, notes from, vendor trust or other supplier agreements with, Legacy FF. Until the holder of the right to receive shares of the Company’s Class A Common Stock is issued shares, that holder does not have any of the rights of a stockholder. During the three and nine month ended September 30, 2022, the Company issued 20,264,715 and 89,152,131 shares of Class A Common Stock, respectively, and 64,000,588 shares of Class B Common Stock in full satisfaction of its commitment to issue Class A and Class B Common Stock.. The Company determined that the commitment to issue shares of Class A and Class B Common Stock is indexed to the Company’s own equity, within the meaning in ASC 815-10-15-74 and met the scope exception to not be subject to derivative accounting under ASC 815-40-25. As such, the Company classified the commitment to issue shares of Class A and Class B Common Stock in equity. For purposes of presentation of shares outstanding in the Company’s financial statements, the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity (Deficit) present legally issued and outstanding shares. For purposes of presentation of basic and diluted net loss per share in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration.

Deposits and Other Current Assets

9 Months Ended

Sep. 30, 2022

Deposits and Other Current Assets

Deposits and other current assets consist of the following:


Deposits:	September 30, 2022		December 31, 2021
Deposits for research and development, prototype and production parts, and other	$	39,142	$	54,990
Deposits for “Future Work”	5,388		8,380
Total deposits	$	44,530	$	63,370

Other current assets:
Prepaid expenses	$	19,300	$	11,119
Other current assets	4,459		2,291
Total other current assets	$	23,759	$	13,410

During the three and nine months ended September 30, 2022, the Company made deposits for research and development (“R&D”), prototype and production parts with its vendors, which support the Company’s ongoing R&D efforts and operations. The Company expenses deposits as the services are provided and prototype parts are received.

Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions totaled $3,204 and $1,466 for the three months ended September 30, 2022 and 2021, and $8,866 and $1,739 for the nine months ended September 30, 2022 and 2021, respectively.

During the three months ended September 30, 2022, the Company entered into an insurance policy for its directors and officers (“D&O Policy”), which required it to make a prepayment in the amount of $21,732, of which $4,265 was amortized to General and administrative expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for three and nine months ended September 30, 2022.

Property and Equipment, Net

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net, consists of the following:


	September 30, 2022		December 31, 2021
Buildings	$	14,180	$	14,180
Computer hardware	3,112		3,051
Tooling, machinery, and equipment	8,916		8,868
Vehicles	337		337
Computer software	4,027		1,032
Leasehold improvements	383		297
Construction in process	391,880		275,048
Less: Accumulated depreciation	(11,178)		(9,678)
Total property and equipment, net	$	411,657	$	293,135

Depreciation expense related to property and equipment totaled $799 and $659 for the three months ended September 30, 2022 and 2021, respectively, and $2,271 and $2,529 for the nine months ended September 30, 2022 and 2021, respectively.

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30, 2022		December 31, 2021
Accrued legal contingencies	$	14,606	$	16,881
Engineering, design and testing services received not invoiced	7,637		6,620
Deposits from customers	3,708		4,354
Accrued legal contingencies due to affiliates	6,551		6,673
Obligation to issue registered shares of Class A Common Stock (1)	—		12,635
Bridge Warrants (2)	4,686		—
Other current liabilities	8,916		21,597
Total accrued expenses and other current liabilities	$	46,104	$	68,760

(1) The obligation to issue registered shares of Class A Common Stock was reclassified to Commitment to issue Class A Common Stock upon the adoption of ASU 2020-06 on January 1, 2022, and subsequently to Additional paid-in capital (“APIC”) upon the issuance of Class A Common Stock on July 21, 2022 (see Note 7, Fair Value of Financial Instruments).

(2) Issuance of Liability-classified Warrants

On various funding dates and as part of the SPA (as defined and further discussed in Note 9, Notes Payable), the Company issued 6,043,623 warrants (“Bridge Warrants”) to purchase the Company’s Class A Common Stock at a rate of 1:1, with an exercise price of $5 per share, subject to customary anti-dilution protection and other adjustments, and are exercisable for seven years on a cash or cashless basis. The Company may repurchase the Warrants for $0.01 per Warrant share if and to the extent the volume weighted average prices of the Company’s Class A Common Stock during 20 of out 30 trading days prior to the repurchase is greater than $15 per share, subject to certain additional conditions.

The Company determined that the Bridge Warrants represent a liability that should be measured at fair value at each issuance date and reporting period, with changes recorded in Changes in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the Bridge Warrants contained provisions that allow the holders to redeem them in cash at any time upon the occurrence of a Fundamental Transaction, as defined in the warrants agreements, among other events, as a sale or transfer of the majority of its assets, merger with or acquisition by a third party. Accordingly, the Company recorded the Bridge Warrants in Accrued expense and other current liabilities in the Company’s unaudited Condensed Consolidated Balance Sheet upon their issuance based on the relative fair values of the Bridge Notes and Bridge Warrants with portions of the proceeds, net of original issue discount and allocated transaction costs, so allocated to the warrants in the amount of $6,971.

On September 30, 2022, the Company determined the value of the warrants to be $4,686 and recorded the difference as gain in the amount of $2,285 in the Changes in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022.

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value Measurements

The Company applies the provisions of ASC 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would

use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds.

Level 2Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds.

Level 3Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.

The Company has elected to apply the fair value option to certain notes payable with conversion features as discussed in Note 9, Notes Payable. Fair value measurements associated with the warrant liabilities, and notes payable represent Level 3 valuations under the fair value hierarchy.

Notes Payable

The Company has elected to measure certain notes payable at fair value. Specifically, the Optional Notes and the June 2021 Notes (as defined below), issued pursuant to the Note Purchase Agreement (“NPA”), and the Bridge Notes (as defined below), issued pursuant to the SPA (as defined below), as amended as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 9, Notes Payable). The Company used a binomial lattice model to value the notes payable which is widely used for valuing convertible notes. The significant assumptions used in the binomial lattice model include the risk-free rate, annual dividend yield, expected life, and volatility of the Company's stock.

The fair value adjustments related to notes payables were recorded in Change in Fair Value Measurements on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Commitment to Issue Class A Common Stock

Upon the closing of the Business Combination, the Company assumed an obligation of PSAC to deliver 2,387,500 registered shares of Class A Common Stock to an entity that provided consulting and advisory services in connection with the Business Combination to PSAC for no consideration.

Prior to the adoption of ASU 2020-06, the agreement with the service provider specified that the shares to be delivered are required to be registered, which is considered to be outside of the control of the Company, and therefore this obligation failed to qualify for equity treatment under ASC 815-40-25-10, and net cash settlement was assumed.

As a result, in conjunction with recording the assets and liabilities of PSAC on the closing of the Business Combination, the Company recorded a liability of $32,900 for the Obligation to issue registered shares of Class A Common Stock in the Consolidated Balance Sheets during the year ended December 31, 2021. As of December 31, 2021, the fair value of the liability was $12,635 resulting in a gain of $20,265 recorded in the Change in Fair value measurements in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021.

On January 1, 2022, upon the adoption of ASU 2020-06, the requirement to consider whether settlement is required to be in registered shares is no longer required to be considered in an entity’s evaluation of net cash settlement, however ASC 480-10-S99-3a was not amended in a similar fashion and therefore the Company, as part of the adjustments due to the adoption of ASU 2020-06, reclassified the Obligation to issue registered shares of Class A Common Stock from liabilities to the Commitment to issue Class A Common Stock within temporary equity.

On July 21, 2022, the Company amended its agreement with the service provider and delivered 2,387,500 unregistered shares of Class A Common Stock in satisfaction of its obligation. Upon its settlement, the carrying amount of the commitment equaled its initial carrying amount, therefore the Company classified the entire commitment to issue Class A Common Stock to APIC in the amount of $32,900.

Transfer of Private Warrants to Unaffiliated Third Parties

On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer, the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value of $186.

Issuance of Liability-classified Warrants

The Company used a Monte Carlo simulation model to measure the fair value of the warrants, where the significant assumptions used the volatility rate, the forecasted term of the Bridge Warrants and the projected stock price of the Company’s Class A Common Stock over such term.

Recurring Fair Value Measurements

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:


	September 30, 2022
	Level 1		Level 2		Level 3
Liabilities:
Notes payable	$	—	$	—	$	46,950
Private Warrants	—		—		130
Bridge Warrants	—		—		4,686


	December 31, 2021
	Level 1		Level 2		Level 3
Liabilities:
Notes payable	$	—	$	—	$	161,282
Private Warrants	—		—		642
Obligation to issue registered shares of Class A Common Stock	—		—		12,635

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, and accounts payable approximate fair value because of their short-term nature or contractually defined value.

The following table summarizes the activity of Level 3 fair value measurements:


	Bridge Warrants		Notes Payable at Fair Value		Private Warrants		Obligation to Issue Registered Shares
Balance as of December 31, 2021	$	—	$	161,282	$	642	$	12,635
Additions	6,971		44,500		—		—
Changes in fair value measurements	(2,285)		(4,549)		(326)		—
Payments of notes payable, including Payment Premium	—		(87,065)		—		—
Conversions of notes to common stock	—		(67,218)		—		—
Reclassification of Private Warrants to Public Warrants	—		—		(186)		—
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06			—		—		(12,635)
Balance as of September 30, 2022	$	4,686	$	46,950	$	130	$	—

Related Party Notes Payable

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related Party Notes Payable

9 Months Ended

Sep. 30, 2022

The Company has been significantly funded by notes payable from related parties. These related parties include employees as well as affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s founder and Chief Product and User Ecosystem Officer.

Related party notes payable consists of the following as of September 30, 2022:


Note Name	Contractual Maturity Date	Contractual Interest Rates	Balance as of September 30, 2022		Interest Expense for the Three Months Ended September 30, 2022		Interest Expense for the Nine Months Ended September 30, 2022
Related party notes – China(1)	Due on Demand	18%	$	8,451	$	996	$	2,931
Related party notes – China various other	Due on Demand	—%	3,802		—		—
			$	12,253	$	996	$	2,931

(1)As of September 30, 2022, the Company was in default on a related party note with a principal value of $8,451.

The estimated fair value of the related party notes payable, which are not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $12,726 and $13,337 as of September 30, 2022 and December 31, 2021, respectively.

Related party notes payable consists of the following as of December 31, 2021:


	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates	Unpaid Balance		Net Carrying Value at 12/31/21
Related party notes - China	Due on Demand	18%	$	9,411	$	9,411
Related party notes - China various other	Due on Demand	0%	4,244		4,244
Total related party notes payable			$	13,655	$	13,655

Notes Payable

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Notes Payable

The Company has entered into notes payable agreements with third parties, which consists of the following as of September 30, 2022:


	September 30, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates	Unpaid Principal Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants		Net Carrying Value		Interest Expense for the Three Months Ended September 30, 2022		Interest Expense for the Nine Months Ended September 30, 2022
June 2021 Notes (3)	October 31, 2026	0%	$	4,012	$	612	$	(955)	$	3,669	$	—	$	—
Optional Notes (3)	October 31, 2026	15%	2,687		737		(912)		2,512		28		2,572
Bridge Notes (4)	August 14, 2026	10%	44,500		7,690		(11,421)		40,769		418		418
Notes payable – China various other	Due on Demand	0%	4,902		—		—		4,902		—		—
Auto loans	October 26, 2026	7%	106		—		—		106		—		—
			$	56,207	$	9,039	$	(13,288)	$	51,958	$	446	$	2,990

The Company settled certain notes payable during the nine months ended September 30, 2022 as follows:


	Nine months ended September 30, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates	Net carrying value at 12/31/2021		Fair Value Measurement Adjustments		Payment Premium		Cash Payment		Conversion into Class A Common Stock
March 1, 2021 Notes (1)	March 1, 2022	14%	$	56,695	$	(1,695)	$	—	$	(55,000)	$	—
August 26, 2021 Notes (1)	March 1, 2022	14%	30,924		(924)		2,065		(32,065)		—
June 2021 Notes (3)	October 31, 2026	0%	35,071		917		—		—		(35,988)
Optional Notes (3)	October 31, 2026	15%	31,934		(704)		—		—		(31,230)
PPP Loan (2)	April 17, 2022	1%	193		—		—		(193)		—
			$	154,817	$	(2,406)	$	2,065	$	(87,258)	$	(67,218)

(1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721.

On August 26, 2021, the Company exercised its option under the March 1, 2021 notes payable agreement with Ares to draw an additional principal amount of $30,000 which matured on March 1, 2022. As the August 26, 2021 Notes mature in less than one year, according to the terms of the amended NPA, the Company expected to repay them with payment premium of 14% (“Payment Premium”). On February 25, 2022, the Company repaid the $30,000 principal amount of the August 26, 2021 Notes, with accrued interest of $2,135 and Payment Premium of $2,065.

The settlement of the March 1, 2021 Notes and August 26, 2021 Notes are summarized below:


	September 30, 2022		December 31, 2021
March 1, 2021 Notes
Outstanding principal	$	—	$	55,000
Accrued interest	—		6,455
Interest expense for the nine months ended September 30, 2022	1,266		—
Principal payments	55,000		—
Interest payments	7,721		—


	September 30, 2022		December 31, 2021
August 26, 2021 Notes
Outstanding principal	$	—	$	30,000
Accrued interest	—		1,473
Interest expense for the nine months ended September 30, 2022	662		—
Principal payments	30,000		—
Interest payments	2,135		—
Payment Premium payments	2,065		—

(2) In April 2022, the Company paid the remaining principal and accrued interest in an aggregate amount of $193.

(3) On July 26, 2022, the Company entered into an agreement (the “ATW July Amendment”) with entities affiliated with ATW Partners LLC (collectively, the “Investors”), to extend the maturity date, adjust the conversion price and otherwise amend the terms (as described further below) of the Optional Notes and the June 2021 Notes (together, “ATW NPA Notes”).

Pursuant to the ATW July Amendment:

(a) the maturity date of each of the ATW NPA Notes was extended to October 31, 2026. This extension does not, however, defer the accrual of interest to the new maturity date. Interest shall accrue on the Notes at 10% per annum following February 10, 2023;

(b) the conversion price of each of the ATW NPA Notes was adjusted to equal the lesser of (x) $10, (y) 95% of the per share daily volume weighted average prices (“VWAP”) of the Company’s Class A Common Stock during the 30 trading days immediately prior to the applicable conversion date and (z) the lowest effective price per share of Class A Common Stock (or equivalents) issued or issuable by the Company in any financing of debt or equity after July 26, 2022, subject to possible adjustment as set forth therein (the “Set Price”). However, from July 26, 2022 to December 30, 2022, the conversion price of each of the ATW NPA Notes is equal to the lesser of (i) the Set Price, and (ii) 92% of the lowest of the VWAP during the seven (7) trading days immediately prior to the applicable conversion date;

(c) a “forced conversion” feature was added to each of the ATW NPA Notes that allows the Company, on or after December 31, 2022, to cause the conversion of all or part of, in the aggregate among all of the ATW NPA Notes, up to $35,000 principal amount of the ATW NPA Notes less any principal amount of the ATW NPA Notes voluntarily converted by the holder thereof after July 26, 2022, subject to certain conditions as set forth in the ATW July Amendment;

(d) the date by which the Investors must exercise their option to purchase additional June 2021 Notes of up to $40,000 from the Company under the terms of the NPA was extended to July 20, 2023; and

(e) within 45 days of the date on which at least $50,000 in senior secured convertible term loans have been funded to the Company by the Investors or their affiliates under the “Tranche A Loans” facility (the “Tranche A Facility”) (which funding by the Investors or their affiliates is conditioned upon the Company obtaining binding commitments for at least $100,000 in additional financing) (the “Collateral Trigger Date”), subject to agreement by the Company and the Investors on the terms of such Tranche A Facility, the Amendment provides that the

Company and the Investors will enter into a security agreement to secure the obligations under the Notes with a junior lien on substantially all of the assets that secure the Tranche A Facility (the “Lien Security Agreement”).

The ATW July Amendment was accounted for as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructuring, because the Company was experiencing financial difficulty and the conversion mechanism results in the effective borrowing rate decreasing after the restructuring which was determined to be a concession. Since the future undiscounted cash flows of the restructured notes payable exceed the net carrying value of the original note payable due to the maturity date extension, the modification was accounted for prospectively with no gain or loss recorded in the unaudited Consolidated Statements of Operations and Comprehensive Loss.

Interest expense on the ATW NPA Notes is computed using the contractual interest rate. The Company concluded that the conversion feature does not require bifurcation based on the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own equity.

Between August 16, 2022 and September 14, 2022, the Investors converted $67,218 of principal at conversion prices ranging from $0.84 to $2.29 per share into 64,843,850 shares of Class A Common Stock.

The Tranche A Facility was funded on October 10, 2022 (as further described below with regards to the Fourth Bridge Notes), which was considered the Collateral Triggered Date. On the same day and on October 19, 2022, the remaining ATW NPA Notes in the aggregate amount of $6,699 were exchanged for 11,496,868 shares of Class A Common Stock of the Company (see Note 15, Subsequent Events) and, therefore, the requirement to enter into the Lien Security Agreement was terminated.

(4) On August 14, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain entities affiliated with ATW Partners LLC and RAAJJ Trading LLC (and together with Senyun, as defined below, the “Purchasers”) to issue and sell the Company’s senior secured convertible notes (the “Bridge Notes”) in three tranches aggregating to $52,000 in principal (as increased on September 23, 2022 to $57,000, which increase was subsequently terminated upon the Initial Senyun Funding Date, as defined below) and maturing on August 14, 2026 (subsequently extended to October 27, 2028). The Bridge Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at a conversion price equal to $2.69 (or $2.2865 for the initial tranche) (“Conversion Price”), subject to a full ratchet anti-dilution protection. When calculating the shares issuable upon conversion, the converted amount shall be decreased by 50% of the original issue discount pertaining to such amount. As of September 30, 2022, the Purchasers funded $44,500, less total original discounts of $4,450 and transaction costs of $2,813, equating to net proceeds of $37,237.

The Bridge Notes bear interest of 10% per annum payable quarterly and on each conversion and on the maturity date in cash or in shares of Class A Common Stock. Unless earlier paid, the Bridge Notes entitle the Purchasers, at each conversion date, to an interest make-whole (“Make-Whole Amount”), in a combination of cash or Class A Common Stock at the Company’s discretion, in the amount of the interest that would have been payable if such converted amount was held to maturity based on an interest rate of 15% per annum. The conversion price of interest is the lesser of (a) the Conversion Price or (b) 90% of the lowest VWAP for the five consecutive trading days.

As part of the SPA, the Company issued to the Purchasers 6,043,623 warrants with ratchet clauses triggering an increase to 42,342,839 warrants (“Bridge Warrants"), with an exercise price of $5.00 per share, subject to full ratchet anti-dilution protection and other adjustments, exercisable for seven years from the date of issuance (see Note 12, Stockholders' Equity). The Company may repurchase the Bridge Warrants for $0.01 per share if and to the extent the VWAP of the Company’s Class A Common Stock during 20 of out 30 trading days prior to the repurchase is greater than $15 per share, subject to certain additional conditions.

Total commitments under the SPA shall not exceed $300,000, however each Purchaser has the option within 12 months from November 12, 2022 (the “Form S-1 Effective Date”) to purchase additional senior secured convertible notes under similar terms for a total potential commitments of up to $600,000 (“Tranche B Notes”).

On September 23, 2022, the SPA was amended (the “SPA Amendment”), pursuant to which the Purchasers agreed to accelerate their funding obligations, with $7,500 aggregate principal amount (the “Third Bridge Notes”) being funded and issued on the same day, and the remaining $7,500 aggregate principal amount (the “Fourth Bridge Notes”) being funded and issued on October 10, 2022. The Third Bridge Notes and Fourth Bridge Notes are convertible into shares of Class A

Common Stock at a conversion price of $1.05 per share, mature on October 27, 2028, and are otherwise subject to the same terms and conditions in the SPA as applicable to the Bridge Notes described therein.

The Bridge Notes are secured by the grant of a second lien upon substantially all of the personal and real property of the Company and its subsidiaries, as well as guarantee by substantially all of the Company’s domestic subsidiaries.

Additionally, the SPA Amendment modified the conversion price of $25,000 of principal of the Bridge Notes, which were funded on August 14, 2022, to $1.05 per share. The Company evaluated the SPA Amendment in accordance with ASC 470-50, Debt, and determined that it constitutes an extinguishment because the change in the conversion price is substantial. According, the Company recognized a loss in Loss on extinguishment or settlement of related party notes payable, notes payable and vendor payables in trust, net in the unaudited Condensed Consolidated Statements of Operations and Comprehensive for the three and nine months ended September 30, 2022 in the amount of $7,690, calculated as the cumulative change in fair value from initial recognition through to the date of amendment.

On September 25, 2022, the Company entered into a Joinder and Amendment Agreement to the SPA (the “Joinder”) with Senyun International Ltd., an affiliate of Daguan International Limited (“Senyun”), pursuant to which Senyun agreed to purchase incremental notes under the SPA in an aggregate principal amount of up to $60,000, subject to the completion of due diligence by the Company of Senyun and its financing sources. Senyun has all of the same rights and obligations as a Purchaser under the SPA.

Pursuant to the Joinder and following the completion of the Company’s due diligence of Senyun and its financing sources, Senyun is expected to fund its commitments according to the following schedule (subject, in each case to the satisfaction of certain conditions): (a) $10,000 in principal which was funded on October 27, 2022 (“First Senyun Funding Date”), out of which the Company received $8,800, net of original issue discount and transaction costs); (b) $10,000 in principal on the later of (x) 14 business days after the First Senyun Funding Date and (y) the receipt of approval of the Company’s stockholders of certain proposals (which was obtained on November 3, 2022), and was funded on November 15, 2022, out of which the Company received $8,970, net of original issue discount and transaction costs (“Second Senyun Funding Date”); (c) $10,000 in principal amount not later than 15 business days after the Form S-1 Effective Date; (d) $10,000 in principal amount within 30 business days after the Form S-1 Effective Date; and (e) $20,000 in principal amount on a date that is no later than ten (10) business days after the launch of the FF 91.

Upon the First Senyun Funding Date, the Purchasers’ obligation to purchase an additional $5,000 in aggregate principal amount of senior secured convertible notes automatically terminated.

The Company elected the fair value option afforded by ASC 825, Financial Instruments, with respect to the Bridge Notes because the notes include features, such as a contingently exercisable put option, which meets the definition of an embedded derivative. Upon their issuance, the Company determined that the aggregated fair value of the Bridge Notes and Bridge Warrants was $33,079 and $6,971, respectively. The Company expenses original issue discount and transaction costs to Changes in fair value measurements in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.

On September 30, 2022, the Company determined that the fair value of the Bridge Notes and Bridge Warrants was $40,769 and $4,686, respectively, resulting in a loss in Changes in fair value measurements in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 in the amount of $7,690 and $2,285, respectively.

Fair Value of Notes Payable Not Carried at Fair Value

The estimated fair value of the Company’s notes payable not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $4,857 and $5,350 as of September 30, 2022 and December 31, 2021, respectively.

Schedule of Principal Maturities of Notes Payable

The future scheduled principal maturities of notes payable as of September 30, 2022 are as follows:


Due on demand	$	4,902
2022	4,012
2023	2,687
2026	44,606
	$	56,207

* On October 24, 2022, the Company entered into a Limited Consent and Third Amendment to the SPA (the “Third Amendment”) pursuant to which the maturity date for the Bridge Notes was extended from August 14, 2026 to October 27, 2028 (see Note 15, Subsequent Events).

Notes payable consists of the following as of December 31, 2021:


	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates		Unpaid Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants		Net Carrying Value
March 1, 2021 Notes	March 1, 2022	14	%	$	55,000	$	7,692	$	(5,997)	$	56,695
August 26, 2021 Notes	March 1, 2022	14	%	30,000		1,011		(87)		30,924
June 9, 2021 Note 1 and Note 2	December 9, 2022	—	%	40,000		8,503		(9,522)		38,981
August 10, 2021 Optional Notes	February 10, 2023	15	%	33,917		12,283		(11,518)		34,682
Notes payable - China various other	Due on demand	—	%	5,458		—		—		5,458
PPP Loan	April 17, 2022	1	%	193		—		—		193
Auto loans	Various	Various		121		—		—		121
Total notes payable				$	164,689	$	29,489	$	(27,124)	$	167,054

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised, and excludes termination options. The Company’s leases do not provide an implicit rate therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any material residual value guarantees, bargain purchase options, or asset retirement obligations.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization of ROU assets on finance leases is recorded on a straight-line basis within operating expenses in the unaudited Condensed Consolidated Statements of Operations. Interest expense incurred on finance lease liabilities is recorded in Interest expense on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in ROU assets, Operating leases liabilities, current

portion and Operating lease liabilities, less current portion in the Company's unaudited Condensed Consolidated Balance Sheets. Finance leases are included in Property and equipment, net, Finance lease liabilities, current portion, and Finance lease liabilities, less current portion in the Company's unaudited Condensed Consolidated Balance Sheets.

The Company’s lease arrangements consist primarily of its ieFactory California production facility, corporate office, store, equipment, and vehicle lease agreements. The leases expire at various dates through 2032, some of which include options to extend the lease term for additional 5 years periods.

Total lease costs for the three and nine months ended September 30, 2022 were:


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Finance lease cost
Amortization of right-of-use assets	$	91	$	273
Interest on lease liabilities	169		520
Total finance lease cost	260		793

Operating lease cost	434		1,966
Variable lease cost	24		425
Total lease cost	$	718	$	3,184

The following table summarizes future lease payments as of September 30, 2022:


Fiscal year	Operating Leases		Finance Leases
2022	$	1,289	$	643
2023	5,259		2,166
2024	5,482		1,757
2025	5,243		1,792
2026	5,197		1,828
Thereafter	12,173		1,864
Total	34,643		10,050
Less: Imputed Interest	13,516		1,326
Present value of net lease payments	21,127		8,724

Lease liability, current portion	$	2,487	$	1,807
Lease liability, net of current portion	18,640		6,917
Total lease liability	$	21,127	$	8,724

Supplemental information and non-cash activities related to operating and finance leases are as follows:


	Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,966
Operating cash flows from finance leases	520
Financing cash flows from finance leases	1,410
	3,896
Lease liabilities arising from new right-of-use assets
Operating leases	11,906


	As of September 30, 2022
Weighted average remaining lease term (in years)
Operating leases	6.2
Finance leases	5

Weighted average discount rate
Operating leases	15.6	%
Finance leases	5.7	%

Disclosures Related to Periods Prior to Adoption of the New Lease Standard:

The Company recorded rent expense of $1,131 and $2,361 for the three and nine months ended September 30, 2021, respectively.

The minimum aggregate future obligations under non-cancelable operating leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,384
2023	2,695
2024	2,775
2025	2,859
2026	2,944
Thereafter	991
	$	14,648

The Company has three capital leases, one in Hanford, California for its ieFactory California production facility, and two equipment leases.

The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,574
2023	2,166
2024	1,757
2025	1,792
2026	1,840
Thereafter	1,864
	$	11,993

Leases

Total lease costs for the three and nine months ended September 30, 2022 were:


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Finance lease cost
Amortization of right-of-use assets	$	91	$	273
Interest on lease liabilities	169		520
Total finance lease cost	260		793

Operating lease cost	434		1,966
Variable lease cost	24		425
Total lease cost	$	718	$	3,184

The following table summarizes future lease payments as of September 30, 2022:


Fiscal year	Operating Leases		Finance Leases
2022	$	1,289	$	643
2023	5,259		2,166
2024	5,482		1,757
2025	5,243		1,792
2026	5,197		1,828
Thereafter	12,173		1,864
Total	34,643		10,050
Less: Imputed Interest	13,516		1,326
Present value of net lease payments	21,127		8,724

Lease liability, current portion	$	2,487	$	1,807
Lease liability, net of current portion	18,640		6,917
Total lease liability	$	21,127	$	8,724

Supplemental information and non-cash activities related to operating and finance leases are as follows:


	Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,966
Operating cash flows from finance leases	520
Financing cash flows from finance leases	1,410
	3,896
Lease liabilities arising from new right-of-use assets
Operating leases	11,906


	As of September 30, 2022
Weighted average remaining lease term (in years)
Operating leases	6.2
Finance leases	5

Weighted average discount rate
Operating leases	15.6	%
Finance leases	5.7	%

Disclosures Related to Periods Prior to Adoption of the New Lease Standard:

The Company recorded rent expense of $1,131 and $2,361 for the three and nine months ended September 30, 2021, respectively.

The minimum aggregate future obligations under non-cancelable operating leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,384
2023	2,695
2024	2,775
2025	2,859
2026	2,944
Thereafter	991
	$	14,648

The Company has three capital leases, one in Hanford, California for its ieFactory California production facility, and two equipment leases.

The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,574
2023	2,166
2024	1,757
2025	1,792
2026	1,840
Thereafter	1,864
	$	11,993

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Matters The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty. On December 23, 2021, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934 was filed in the United States District Court, Central District of California, against the Company, among others, and its current Global CEO, its former CFO, its current Chief Product and User Ecosystem Officer, as well as the CFO of Legacy FF and former CFO of the Company, and the Co-CEOs of PSAC. Also, on March 8, March 21, April 11, and April 25 2022, putative stockholder derivative lawsuits were filed in the United States District Court, Central District of California and United States District Court, District of Delaware against numerous current and former officers and directors of the Company alleging violations of the Securities Exchange Act of 1934 and various common law claims. Also, on June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. Lastly, on September 21, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, the Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting the alleged breaches, in connection with disclosures and stockholder voting leading up to the Business Combination. On March 8, 2022 and March 21, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, Central District of California. On April 8, 2022, these two derivative lawsuits were consolidated. On May 24, 2022, the consolidated derivative actions were stayed pending resolution of a motion to dismiss in the putative class action described above. Additionally, on April 11 and April 25, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, District of Delaware. These lawsuits purport to assert claims on behalf of the Company against numerous current and former officers and directors of the Company. Lastly, on June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its founder and Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. On June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. On August 11, 2022, the Court of Chancery granted a stipulation and order governing briefing on a motion to dismiss the complaint. On September 21, 2022, an additional verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company alleging, among other issues, breaches of fiduciary duties. On October 12, 2022, plaintiff filed a motion to consolidate the Cleveland and Yun actions and appoint Cleveland’s counsel as lead counsel for the consolidated action. On October 20, 2022, the Company filed a motion to dismiss the complaint. On September 23, 2022, plaintiff and defendants of the original June 14, 2022 action filed a stipulation and proposed order vacating the briefing schedule set forth pending consolidation of the action alongside the September 21, 2022 complaint. If the proposed order is entered by the court, the parties will meet and confer regarding a schedule governing further proceedings following consolidation of the actions. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On September 19, 2022, three Company employees and stockholders brought an action seeking to compel the Company to comply with its obligations under Delaware law to hold an annual meeting of stockholders for the purpose of electing directors. Plaintiffs have stayed this action until January 10, 2022. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On October 20, 2022, FF received a subpoena from the SEC requiring FF to produce certain documents relating to FF’s transactions with Senyun International Ltd. FF intends to fully comply with the subpoena. As of September 30, 2022 and December 31, 2021, the Company had accrued legal contingencies of $22,417 and $16,881, respectively, within Accrued expenses and other current liabilities, and Accounts Payable on the unaudited Condensed Consolidated Balance Sheets for potential financial exposure related to ongoing legal matters primarily related to breach of contracts and employment matters which are deemed both probable of loss and reasonably estimable. Accrued legal contingencies recorded to Accounts Payable relate to disputes with service providers, whereas legal contingencies recorded to Accrued expenses and other current liabilities include all other anticipated legal accruals. During the nine months ending September 30, 2022, the Company settled a legal dispute for breach of lease under which the Company was named a co-defendant, in a civil action case with the plaintiff seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease for a total of $6,400. Pursuant to the settlement agreement, the Company agreed to pay $1,800 in cash in January 2022 and an additional $3,400 plus 5% interest in October 2022 and was liable for the remainder of the settlement, in the amount of $1,200, in the event the co-defendants failed to make the payment in January 2022. In January 2022, the Company made the initial settlement payment of $1,800 and was relieved of the liability of $1,200. As of the date of issuing these unaudited Condensed Consolidated Financial Statements, the Company has not made the additional $3,400 settlement and interest payments, as prescribed in the settlement agreement. On October 26, 2022, the plaintiff filed a motion to enforce the settlement agreement in the Superior Court of the State of California for the County of Santa Clara, seeking no material additional damages. Such hearing is scheduled for December 22, 2022. Special Committee Investigation As previously disclosed on November 15, 2021, the Company’s Board of Directors (the “Board”) established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021, first quarter 2022 Quarterly Report on Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993) (the “Form S-1"). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, the Company announced that the Special Committee completed its review. On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings which were performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made: •In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Yueting (“YT”) Jia, the Company’s founder and former CEO, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors. •The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest. •Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting requires an upgrade in personnel and systems. •The Company’s corporate culture failed to sufficiently prioritize compliance. •Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in the Company’s corporate housing disclosures. •In preparing the Company’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees. In addition, the investigation found that certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s former independent registered public accounting firm PricewaterhouseCoopers LLP. The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation. Among such individuals were non-executive officers or members of the management team of FF, and remedial action was taken with respect to such individuals based on the extent of non-cooperation and/or withholding of information. The failure to cooperate with the investigation was taken into consideration in connection with the remedial actions outlined below with respect to Mr. Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, and withholding of information also affected the remedial action taken with respect to Mr. Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company. Based on the results of the investigation, the Special Committee concluded that, except as described above, other substantive allegations of inaccurate FF disclosures that it evaluated, were not supported by the evidence reviewed. Although the investigation did not change any of the above findings with respect to the substantive allegations of inaccurate FF disclosures, the investigation did confirm the need for remedial actions to help ensure enhanced focus on compliance and disclosure within FF. Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions designed to enhance oversight and corporate governance of the Company: •certain remedial actions designed to enhance oversight and corporate governance of the Company, namely the following: •the appointment of Ms. Swenson, a former member of the Board, to the then newly created position of Executive Chairperson of FF; •Carsten Breitfeld, FF’s Global Chief Executive Officer, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction; •the removal of Mr. Jia as an executive officer, although continuing in his position as Chief Product & User Ecosystem Officer of the Company. Certain dual-reporting arrangements were eliminated with respect to Mr. Jia, and he is required to report directly to Ms. Swenson, a non-independent director nominated by FF Top Holding LLC (“FF Top”). Mr. Jia also received a 25% annual base salary reduction, and his role was limited from a policy-making position to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology; •Mr. Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company, being placed on probation as an executive officer for a six-month period, during which period he will remain as a non-independent member of the Board; •the appointment of Mr. Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Mr. Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; •the suspension without pay of Mr. Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from FF on April 10, 2022; •the assessment and enhancement of FF’s policies and procedures regarding financial accounting and reporting and the upgrading of FF’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee; •the implementation of enhanced controls around FF’s contracting and related party transactions, including regular attestations by FF’s employees with authority to bind FF to contracts and related party transactions, for purposes of enabling FF to make complete and accurate disclosures regarding related party transactions; •the hiring of a Chief Compliance Officer, who reports on a dotted line to the Chair of the Audit Committee, and assessing and enhancing FF’s compliance policies and procedures (and a search for a Chief Compliance Officer of FF is still pending as of the date of this Report); •the implementation of a comprehensive training program for all directors and officers regarding, among other things, internal FF policies; •the separation of Mr. Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and •certain other disciplinary actions and terminations of employment with respect to other FF employees (none of whom is an executive officer). As of the date hereof, FF is continuing to implement the remedial actions approved by the Board. However, no assurance can be provided that such remedial measures will be implemented in a timely manner or will be successful to prevent inaccurate disclosures in the future. SEC and DOJ Investigations Subsequent to FF announcing the completion of the Special Committee investigation on February 1, 2022, FF, certain members of the management team and employees of FF received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. FF, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation. The outcome of such an investigation is difficult to predict. FF has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation. At this stage, FF is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss. In addition, in June 2022, FF received a preliminary request for information from the U.S. Department of Justice (“DOJ”) in connection with the matters that were the subject of the Special Committee investigation. FF has responded to that request and intends to fully cooperate with any future requests from the DOJ.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity

The number of authorized, issued and outstanding stock, were as follows:


	September 30, 2022
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	—
Class A Common Stock	750,000,000	345,794,368
Class B Common Stock	75,000,000	64,000,588
	835,000,000	409,794,956


	December 31, 2021
	Authorized Shares	Issued Shares	Shares to be Issued	Total Issued and to be Issued Shares
Preferred Stock	10,000,000	—	—	—
Class A Common Stock	750,000,000	168,693,323	89,152,130	257,845,453
Class B Common Stock	75,000,000	—	64,000,588	64,000,588
	835,000,000	168,693,323	153,152,718	321,846,041

Warrants

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of September 30, 2022 and December 31, 2021 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Public Warrants (1)	23,375,988	$	11.50	July 21, 2026
Private Warrants(2)	276,131	11.50		July 21, 2026
ATW NPA Warrants(3)	28,431,635	0.64		Various through August 10, 2028
Bridge Warrants(4)	42,342,839	0.71		Various through September 23, 2029
Other warrants	1,429,068	4.69		August 5, 2027
Total	95,855,661

(1) On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value.

(2) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021.

(3) On September 23, 2022, the Company and Purchasers of the ATW NPA Notes entered into an agreement to place a total of 31,118,718 outstanding warrants related to the Optional Notes and the June 2021 Notes (see Note 9, Notes Payable) into a warrant reserve with an exercise price now set to $0.6427 per warrant (“Warrant Reserve”). Upon the completion of certain milestones and conditions, the Company may elect a forced conversion clause settleable in cash through January 23, 2023 on the warrants, requiring the warrant holders to exercise their warrants on a cash basis in exchange for newly issued shares of the Company’s Class A Common Stock. The aggregate exercise price of the Warrant Reserve is $20,000. The remaining outstanding warrants not in the Warrant Reserve but also issued pursuant to the Optional Notes and the June 2021 Notes totaling 29,158,364 warrants, are agreed to have their exercise price set at $0.50 per warrant. As of the date the unaudited Consolidated Condensed Financial Statements were issued, the Company did not force the conversion of any of the warrants underlying the Warrant Reserve.

The amendment of the warrants issued pursuant to the Optional Notes and the June 2021 Notes, which set the exercise price to $0.50 per warrant, resulted in the recognition of expense of $1,238 in Change in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022.

(4) The Bridge Warrants are recorded in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022. The warrants were issued pursuant to the SPA and recorded at fair value at each issuance date and at September 30, 2022.

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2021 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Public Warrants	22,977,568	$	11.50	July 21, 2026
Private Warrants(1)	674,551	11.50		July 21, 2026
Other warrants	4,544,258	10.00		Various through August 10, 2028
Total	28,196,377

(1) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Stock-Based Compensation

2021 SI Plan

In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 SI Plan”). The 2021 SI Plan allows the Board of Directors to grant up to 49,573,570 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Company’s Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 SI Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors. As of the effective date of the 2021 SI Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below).

As of September 30, 2022, the Company had 43,410,364 shares of Class A Common Stock available for future issuance under its 2021 SI Plan.

A summary of the Company’s stock option activity under the SI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	—
Granted	6,632,387	3.68
Exercised	—	—
Cancelled/forfeited	(469,181)	5.32
Outstanding as of September 30, 2022	6,163,206	$	3.56	9.55	$	—

The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the nine months ended September 30, 2022 are as follows:


	September 30, 2022		September 30, 2021
Risk-free interest rate:	2.46	%	0.79	%
Expected term (in years):	7.16		6.05
Expected volatility:	42.17	%	42.10	%
Dividend yield:	0.00	%	0.00	%

As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $4,368, which is expected to be recognized over a weighted average period of 2.47 years.

EI Plan

On February 1, 2018, the Board of Directors adopted the Equity Incentive Plan (“EI Plan”), under which the Board of Directors authorized the grant of up to 42,390,000 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

A summary of the Company’s stock option activity under the EI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	31,962,921	$	2.81	7.77	$	86,075
Granted	—
Exercised	(1,606,795)	2.52			3,658
Cancelled/forfeited	(5,083,652)	2.57
Outstanding as of September 30, 2022	25,272,474	$	2.82	7.17	$	74

As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $8,812, which is expected to be recognized over a weighted average period of 2.52 years.

STI Plan

The Special Talent Incentive Plan (“STI Plan”) allows the Board of Directors to grant up to 14,130,000 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

The STI Plan does not specify a limit on the number of stock options that can be issued under the plan. Per the terms of the STI Plan, the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan.

A summary of the Company’s stock option activity under the STI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	9,526,727	$	5.55	8.0	$	13,905
Granted	—	—
Exercised	(2,181,335)	2.5			1,678
Cancelled/forfeited	(888,381)	8.04
Outstanding as of September 30, 2022	6,457,011	$	6.51	7.99	$	—

As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $5,630, which is expected to be recognized over a weighted average period of approximately 3.6 years.

The following table presents stock-based compensation expense included in each respective expense category in the unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	2,311	$	1,879	$	7,012	$	2,873
Sales and marketing	301		538		926		847
General and administrative	707		2,636		1,855		4,801
	$	3,319	$	5,053	$	9,793	$	8,521

Net Loss per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration.

Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments.

For purposes of presentation of basic and diluted net loss per share, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration (see Note 3, Business Combination).

The net loss per common share was the same for the Class A and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore, combined on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021.

Because the Company reported net losses for all periods presented, all potentially dilutive Common Stock equivalents were determined to be antidilutive for those periods and have been excluded from the calculation of net loss per share.

The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share as of the following dates:


	September 30, 2022	September 30, 2021
Stock-based compensation awards – SI Plan	6,163,206	—
Stock-based compensation awards – EI Plan	25,272,474	32,137,760
Stock-based compensation awards – STI Plan	6,457,011	9,529,482
Restricted stock awards	—	1,364,018
Public Warrants	23,375,988	22,977,568
Private Warrants	276,131	674,551
ATW NPA Warrants	28,431,635	3,874,166
Bridge Warrants	42,342,839	—
Other Warrants	1,429,068	670,092
ATW NPA Notes	8,982,677	9,009,210
Bridge Notes	46,918,768	—
Make-Whole Amount	32,954,973	—
Total	222,604,770	80,236,847

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited Condensed Consolidated Financial Statements were issued. Other than as described below and in Note 2, Liquidity and Capital Resources with respect to the Company entering into the SEPA, in Note 9, Notes Payable with respect to the Lien Security Agreement, the funding of the Fourth Bridge Notes, the First Senyun Funding Date and the Second Senyun Funding Date and in Note 11, Commitments and Contingencies with respect to certain legal matters, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited Condensed Consolidated Financial Statements. Exchange Agreements On October 10, 2022 and October 19, 2022, the Company exchanged $4,012 and $2,687, respectively, in aggregate principal amounts of the remaining outstanding ATW NPA Notes for 6,269,031 and 5,227,837 shares of Class A Common Stock, reflecting a price per share of Class A Common Stock of $0.64 and $0.51, respectively. Third and Fourth Amendments to the SPA On October 24, 2022, the Company entered into a Limited Consent and Third Amendment to the SPA (the “Third Amendment”), pursuant to which the maturity date for the Bridge Notes was extended from August 14, 2026 to October 27, 2028. In addition, pursuant to the Third Amendment, each Purchaser and the Agent waived certain defaults and events of default under the SPA, any notes issued pursuant to the SPA and other related documents. On November 8, 2022, the Company entered into a Limited Consent and Amendment to the SPA (the “Fourth Amendment”), pursuant to which the parties agreed that (i) in no event will the effective conversion price of any interest or interest make-whole amount payable in shares of Class A Common Stock in respect of Bridge Notes issued or issuable under the SPA be lower than $0.21 per share of Class A Common Stock, and (ii) in order for the Company to make payment of any interest or interest make-whole amount in shares of Class A Common Stock, certain price and volume requirements must be met, namely that (x) the VWAP of the Class A Common Stock is not less than $0.21 per share on any trading day during the preceding seven trading day period, and (y) the total volume of the Class A Common Stock does not drop below $1,500 on any trading day during the same period (in each case, as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions). Bridge Notes Conversions Between November 10, 2022 and November 21, 2022, the Purchasers converted portions of the aggregate principal amount of the outstanding convertible notes of $13,500 of principal of Bridge Notes at a conversion price of $0.89 per share into 14,369,722 shares of Class A Common Stock with an additional 26,910,917 Class A Common Stock issued at conversion prices of $0.35 to $0.53 per share in accordance with Make-Whole Amount provisions. Equity Awards On October 15, 2022, the Board granted, under the 2021 SI Plan, 1,393,616 restricted stock units (“RSUs”), with a grant date value of $0.50, to certain non-executive employees of the Company. On October 25, 2022, the Board granted, under the 2021 SI Plan, 1,379,310 RSUs, with a grant date value of $0.58, to Ms. Yun Han, the Company’s Chief Accounting Officer and Interim Chief Financial Officer. Ms. Han’s RSUs vest according to the following schedule: (a) 25% on the 30th day following the grant date; (b) 37.5% in four equal installments on each of the first four anniversaries of the grant date; and (c) 37.5% in three equal installments on each of the first three anniversaries of the start of production of FF 91. Authorized Shares As of the date of issuance of the unaudited Condensed Consolidated Financial Statements, and as a result of securing additional commitments subsequent to September 30, 2022, as described above, the Company does not have sufficient remaining authorized shares of Class A Common Stock to fulfill its obligation to issue shares upon exercise of all of the warrants and conversion of all of the notes issued or issuable under the NPA and SPA, or to pay interest Make-Whole Amounts in shares upon conversion of such notes. Under the SPA, each Purchaser has the option, from time to time until November 10, 2023, to purchase additional Tranche B Notes and warrants of the Company, subject to certain conditions, in an aggregate amount not to exceed the initial principal amount of the Bridge Notes and Incremental Notes issued to such Purchaser. Under the NPA, the Investors have a similar option to acquire additional Optional Notes and warrants of the Company, subject to certain conditions. If there is an insufficient number of remaining authorized shares of Class A Common Stock, the Company would be required to pay the interest “Make-Whole Amount” in cash, which could adversely affect the Company’s liquidity position, business and results of operations. At a special meeting of the Company’s stockholders held on November 3, 2022, the Company’s stockholders approved (among other proposals) a proposal to amend the Amended and Restated Charter to increase the Company’s authorized number of shares of common stock from 825,000,000 to 900,000,000 shares. In order to have a sufficient number of authorized shares of common stock to issue to the Purchasers and/or Investors pursuant to the NPA and SPA, the Company intends to call a subsequent special meeting to obtain stockholder approval to further increase the Company’s authorized shares of common stock.

Nature of Business and Organization and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation	The Company consolidates the financial statements of all entities in which it has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.
Basis of Presentation	The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and are unaudited. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s Form 10-K filed with Securities and Exchange Commission (“SEC”) on May 13, 2022 (“Form 10-K”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company’s annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Form 10-K, except as described below.
Reclassification	Reclassification The Company reclassified certain amounts in the unaudited Condensed Consolidated Financial Statements to conform to the current period's presentation.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable, notes payable and warrants liabilities; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; (vii) fair value of warrants, and (viii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s unaudited Condensed Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.
Income Tax	Income Tax The Company recorded an income tax provision of $0 and $9 for the three and nine months ended September 30, 2022, and $0 and $3 for the three and nine months ended September 30, 2021, respectively, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is due to the ratio of domestic and international loss before taxes. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of September 30, 2022, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC 842”), which outlines a comprehensive lease accounting model that supersedes the previous lease guidance. The guidance requires lessees to recognize lease liabilities and corresponding right-of-use (“ROU”) assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard on January 1, 2022 using the modified retrospective basis and recorded operating lease ROU assets of $11,191 and operating lease liabilities of $11,191 on that date. As part of this adoption, the Company reclassified the deferred gain related to a previous sale and leaseback of $3,393 to accumulated deficit. The Company elected to apply the package of practical expedients permitted under the transition guidance within ASC 842 which does not require reassessment of initial direct costs, reassessment of the classification of leases as operating or financing, or reassessment of the definition of a lease (see Note 10, Leases). Finance lease liabilities and related property and equipment assets did not change as a result of the adoption of this standard. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in ASC 470- 20, Debt — Debt with Conversion and Other Options, for convertible instruments. ASU 2020-06 updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, ASU 2020-06 made amendments to the earnings per share guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for the diluted EPS calculation, and no longer allowing the net share settlement method. ASU 2020-06 also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. Adoption of ASU 2020-06 can either be on a modified retrospective or full retrospective basis. The Company adopted the standard on January 1, 2022 on a modified retrospective basis and reclassified the Obligation to issue registered shares of Class A Common Stock of $12,635 from Accrued expenses and other current liabilities and reclassified $20,265 from Accumulated deficit to Commitment to issue Class A Common Stock on the unaudited Condensed Consolidated Balance Sheets. In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. ASU 2021-04 made amendments to the earnings per share guidance in Topic 260 for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. Further, ASU 2021-04 made amendments to the Debt — Modifications and Extinguishments guidance in Topic 470-50. ASU 2021-04 also added references to revised guidance within Topic 505 and 718. Additionally, ASU 2021-04 made additions to Topic 815-40 related to the issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. Adoption of the amendments should be applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company adopted ASU 2021-04 as of January 1, 2022, which had an immaterial effect on the unaudited Condensed Consolidated Financial Statements.
Fair Value Measurements	Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds. Level 2Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.
Net Loss Per Share Attributable to Common Stockholders	Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments. For purposes of presentation of basic and diluted net loss per share, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration (see Note 3, Business Combination).

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

Deposits and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Deposits and Other Current Assets

Deposits and other current assets consist of the following:


Deposits:	September 30, 2022		December 31, 2021
Deposits for research and development, prototype and production parts, and other	$	39,142	$	54,990
Deposits for “Future Work”	5,388		8,380
Total deposits	$	44,530	$	63,370

Other current assets:
Prepaid expenses	$	19,300	$	11,119
Other current assets	4,459		2,291
Total other current assets	$	23,759	$	13,410

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consists of the following:


	September 30, 2022		December 31, 2021
Buildings	$	14,180	$	14,180
Computer hardware	3,112		3,051
Tooling, machinery, and equipment	8,916		8,868
Vehicles	337		337
Computer software	4,027		1,032
Leasehold improvements	383		297
Construction in process	391,880		275,048
Less: Accumulated depreciation	(11,178)		(9,678)
Total property and equipment, net	$	411,657	$	293,135

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30, 2022		December 31, 2021
Accrued legal contingencies	$	14,606	$	16,881
Engineering, design and testing services received not invoiced	7,637		6,620
Deposits from customers	3,708		4,354
Accrued legal contingencies due to affiliates	6,551		6,673
Obligation to issue registered shares of Class A Common Stock (1)	—		12,635
Bridge Warrants (2)	4,686		—
Other current liabilities	8,916		21,597
Total accrued expenses and other current liabilities	$	46,104	$	68,760

(2) Issuance of Liability-classified Warrants

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured on Recurring Basis

The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:


	September 30, 2022
	Level 1		Level 2		Level 3
Liabilities:
Notes payable	$	—	$	—	$	46,950
Private Warrants	—		—		130
Bridge Warrants	—		—		4,686


	December 31, 2021
	Level 1		Level 2		Level 3
Liabilities:
Notes payable	$	—	$	—	$	161,282
Private Warrants	—		—		642
Obligation to issue registered shares of Class A Common Stock	—		—		12,635

Summary of Activity for Level 3 Fair Value Measurements

The following table summarizes the activity of Level 3 fair value measurements:


	Bridge Warrants		Notes Payable at Fair Value		Private Warrants		Obligation to Issue Registered Shares
Balance as of December 31, 2021	$	—	$	161,282	$	642	$	12,635
Additions	6,971		44,500		—		—
Changes in fair value measurements	(2,285)		(4,549)		(326)		—
Payments of notes payable, including Payment Premium	—		(87,065)		—		—
Conversions of notes to common stock	—		(67,218)		—		—
Reclassification of Private Warrants to Public Warrants	—		—		(186)		—
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06			—		—		(12,635)
Balance as of September 30, 2022	$	4,686	$	46,950	$	130	$	—

Related Party Notes Payable (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Related Party Notes Payable

Related party notes payable consists of the following as of September 30, 2022:


Note Name	Contractual Maturity Date	Contractual Interest Rates	Balance as of September 30, 2022		Interest Expense for the Three Months Ended September 30, 2022		Interest Expense for the Nine Months Ended September 30, 2022
Related party notes – China(1)	Due on Demand	18%	$	8,451	$	996	$	2,931
Related party notes – China various other	Due on Demand	—%	3,802		—		—
			$	12,253	$	996	$	2,931

(1)As of September 30, 2022, the Company was in default on a related party note with a principal value of $8,451.

Related party notes payable consists of the following as of December 31, 2021:


	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates	Unpaid Balance		Net Carrying Value at 12/31/21
Related party notes - China	Due on Demand	18%	$	9,411	$	9,411
Related party notes - China various other	Due on Demand	0%	4,244		4,244
Total related party notes payable			$	13,655	$	13,655

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Notes Payable

The Company has entered into notes payable agreements with third parties, which consists of the following as of September 30, 2022:


	September 30, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates	Unpaid Principal Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants		Net Carrying Value		Interest Expense for the Three Months Ended September 30, 2022		Interest Expense for the Nine Months Ended September 30, 2022
June 2021 Notes (3)	October 31, 2026	0%	$	4,012	$	612	$	(955)	$	3,669	$	—	$	—
Optional Notes (3)	October 31, 2026	15%	2,687		737		(912)		2,512		28		2,572
Bridge Notes (4)	August 14, 2026	10%	44,500		7,690		(11,421)		40,769		418		418
Notes payable – China various other	Due on Demand	0%	4,902		—		—		4,902		—		—
Auto loans	October 26, 2026	7%	106		—		—		106		—		—
			$	56,207	$	9,039	$	(13,288)	$	51,958	$	446	$	2,990

The Company settled certain notes payable during the nine months ended September 30, 2022 as follows:


	Nine months ended September 30, 2022
Note Name	Contractual Maturity Date	Contractual Interest Rates	Net carrying value at 12/31/2021		Fair Value Measurement Adjustments		Payment Premium		Cash Payment		Conversion into Class A Common Stock
March 1, 2021 Notes (1)	March 1, 2022	14%	$	56,695	$	(1,695)	$	—	$	(55,000)	$	—
August 26, 2021 Notes (1)	March 1, 2022	14%	30,924		(924)		2,065		(32,065)		—
June 2021 Notes (3)	October 31, 2026	0%	35,071		917		—		—		(35,988)
Optional Notes (3)	October 31, 2026	15%	31,934		(704)		—		—		(31,230)
PPP Loan (2)	April 17, 2022	1%	193		—		—		(193)		—
			$	154,817	$	(2,406)	$	2,065	$	(87,258)	$	(67,218)

The settlement of the March 1, 2021 Notes and August 26, 2021 Notes are summarized below:


	September 30, 2022		December 31, 2021
March 1, 2021 Notes
Outstanding principal	$	—	$	55,000
Accrued interest	—		6,455
Interest expense for the nine months ended September 30, 2022	1,266		—
Principal payments	55,000		—
Interest payments	7,721		—


	September 30, 2022		December 31, 2021
August 26, 2021 Notes
Outstanding principal	$	—	$	30,000
Accrued interest	—		1,473
Interest expense for the nine months ended September 30, 2022	662		—
Principal payments	30,000		—
Interest payments	2,135		—
Payment Premium payments	2,065		—

(2) In April 2022, the Company paid the remaining principal and accrued interest in an aggregate amount of $193.

Pursuant to the ATW July Amendment:

(d) the date by which the Investors must exercise their option to purchase additional June 2021 Notes of up to $40,000 from the Company under the terms of the NPA was extended to July 20, 2023; and

Between August 16, 2022 and September 14, 2022, the Investors converted $67,218 of principal at conversion prices ranging from $0.84 to $2.29 per share into 64,843,850 shares of Class A Common Stock.

Upon the First Senyun Funding Date, the Purchasers’ obligation to purchase an additional $5,000 in aggregate principal amount of senior secured convertible notes automatically terminated.

Notes payable consists of the following as of December 31, 2021:


	December 31, 2021
Note Name	Contractual Maturity Date	Contractual Interest Rates		Unpaid Balance		Fair Value Measurement Adjustments		Original issue discount and proceeds allocated to warrants		Net Carrying Value
March 1, 2021 Notes	March 1, 2022	14	%	$	55,000	$	7,692	$	(5,997)	$	56,695
August 26, 2021 Notes	March 1, 2022	14	%	30,000		1,011		(87)		30,924
June 9, 2021 Note 1 and Note 2	December 9, 2022	—	%	40,000		8,503		(9,522)		38,981
August 10, 2021 Optional Notes	February 10, 2023	15	%	33,917		12,283		(11,518)		34,682
Notes payable - China various other	Due on demand	—	%	5,458		—		—		5,458
PPP Loan	April 17, 2022	1	%	193		—		—		193
Auto loans	Various	Various		121		—		—		121
Total notes payable				$	164,689	$	29,489	$	(27,124)	$	167,054

Schedule of Principal Maturities

The future scheduled principal maturities of notes payable as of September 30, 2022 are as follows:


Due on demand	$	4,902
2022	4,012
2023	2,687
2026	44,606
	$	56,207

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule of Total Lease Costs

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Total lease costs for the three and nine months ended September 30, 2022 were:


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Finance lease cost
Amortization of right-of-use assets	$	91	$	273
Interest on lease liabilities	169		520
Total finance lease cost	260		793

Operating lease cost	434		1,966
Variable lease cost	24		425
Total lease cost	$	718	$	3,184

Supplemental information and non-cash activities related to operating and finance leases are as follows:


	Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,966
Operating cash flows from finance leases	520
Financing cash flows from finance leases	1,410
	3,896
Lease liabilities arising from new right-of-use assets
Operating leases	11,906


	As of September 30, 2022
Weighted average remaining lease term (in years)
Operating leases	6.2
Finance leases	5

Weighted average discount rate
Operating leases	15.6	%
Finance leases	5.7	%

Schedule of Maturities of Operating Lease Liabilities

The following table summarizes future lease payments as of September 30, 2022:


Fiscal year	Operating Leases		Finance Leases
2022	$	1,289	$	643
2023	5,259		2,166
2024	5,482		1,757
2025	5,243		1,792
2026	5,197		1,828
Thereafter	12,173		1,864
Total	34,643		10,050
Less: Imputed Interest	13,516		1,326
Present value of net lease payments	21,127		8,724

Lease liability, current portion	$	2,487	$	1,807
Lease liability, net of current portion	18,640		6,917
Total lease liability	$	21,127	$	8,724

Schedule of Maturities of Finance Lease Liabilities

The following table summarizes future lease payments as of September 30, 2022:


Fiscal year	Operating Leases		Finance Leases
2022	$	1,289	$	643
2023	5,259		2,166
2024	5,482		1,757
2025	5,243		1,792
2026	5,197		1,828
Thereafter	12,173		1,864
Total	34,643		10,050
Less: Imputed Interest	13,516		1,326
Present value of net lease payments	21,127		8,724

Lease liability, current portion	$	2,487	$	1,807
Lease liability, net of current portion	18,640		6,917
Total lease liability	$	21,127	$	8,724

Schedule of Minimum Aggregate Future Obligations Under Noncancelable Operating Leases

The minimum aggregate future obligations under non-cancelable operating leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,384
2023	2,695
2024	2,775
2025	2,859
2026	2,944
Thereafter	991
	$	14,648

Schedule of Minimum Aggregate Future Minimum Lease Payments Under Capital Leases

The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows:


Year ended December 31,
2022	$	2,574
2023	2,166
2024	1,757
2025	1,792
2026	1,840
Thereafter	1,864
	$	11,993

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Common Stock

The number of authorized, issued and outstanding stock, were as follows:


	September 30, 2022
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	—
Class A Common Stock	750,000,000	345,794,368
Class B Common Stock	75,000,000	64,000,588
	835,000,000	409,794,956


	December 31, 2021
	Authorized Shares	Issued Shares	Shares to be Issued	Total Issued and to be Issued Shares
Preferred Stock	10,000,000	—	—	—
Class A Common Stock	750,000,000	168,693,323	89,152,130	257,845,453
Class B Common Stock	75,000,000	—	64,000,588	64,000,588
	835,000,000	168,693,323	153,152,718	321,846,041

Schedule of Stockholders' Equity Note, Warrants or Rights

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of September 30, 2022 and December 31, 2021 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Public Warrants (1)	23,375,988	$	11.50	July 21, 2026
Private Warrants(2)	276,131	11.50		July 21, 2026
ATW NPA Warrants(3)	28,431,635	0.64		Various through August 10, 2028
Bridge Warrants(4)	42,342,839	0.71		Various through September 23, 2029
Other warrants	1,429,068	4.69		August 5, 2027
Total	95,855,661

(2) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021.

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2021 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Public Warrants	22,977,568	$	11.50	July 21, 2026
Private Warrants(1)	674,551	11.50		July 21, 2026
Other warrants	4,544,258	10.00		Various through August 10, 2028
Total	28,196,377

(1) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021.

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Stock Option Activity

A summary of the Company’s stock option activity under the SI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	—
Granted	6,632,387	3.68
Exercised	—	—
Cancelled/forfeited	(469,181)	5.32
Outstanding as of September 30, 2022	6,163,206	$	3.56	9.55	$	—

A summary of the Company’s stock option activity under the EI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	31,962,921	$	2.81	7.77	$	86,075
Granted	—
Exercised	(1,606,795)	2.52			3,658
Cancelled/forfeited	(5,083,652)	2.57
Outstanding as of September 30, 2022	25,272,474	$	2.82	7.17	$	74

A summary of the Company’s stock option activity under the STI Plan is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	9,526,727	$	5.55	8.0	$	13,905
Granted	—	—
Exercised	(2,181,335)	2.5			1,678
Cancelled/forfeited	(888,381)	8.04
Outstanding as of September 30, 2022	6,457,011	$	6.51	7.99	$	—

Summary of Weighted-Average Assumptions

The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the nine months ended September 30, 2022 are as follows:


	September 30, 2022		September 30, 2021
Risk-free interest rate:	2.46	%	0.79	%
Expected term (in years):	7.16		6.05
Expected volatility:	42.17	%	42.10	%
Dividend yield:	0.00	%	0.00	%

Schedule of Stock-Based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	2,311	$	1,879	$	7,012	$	2,873
Sales and marketing	301		538		926		847
General and administrative	707		2,636		1,855		4,801
	$	3,319	$	5,053	$	9,793	$	8,521

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Shares Excluded From Calculation of Diluted Net Loss Per Share

The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share as of the following dates:


	September 30, 2022	September 30, 2021
Stock-based compensation awards – SI Plan	6,163,206	—
Stock-based compensation awards – EI Plan	25,272,474	32,137,760
Stock-based compensation awards – STI Plan	6,457,011	9,529,482
Restricted stock awards	—	1,364,018
Public Warrants	23,375,988	22,977,568
Private Warrants	276,131	674,551
ATW NPA Warrants	28,431,635	3,874,166
Bridge Warrants	42,342,839	—
Other Warrants	1,429,068	670,092
ATW NPA Notes	8,982,677	9,009,210
Bridge Notes	46,918,768	—
Make-Whole Amount	32,954,973	—
Total	222,604,770	80,236,847

Nature of Business and Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Jan. 01, 2022 USD ($)	Jul. 21, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Aggregate purchase price		$ 761,400
Number of operating segments \| segment					1
Income tax provision			$ 0	$ 0	$ 9	$ 3
Accrued interest or penalties			0		0
Operating lease liabilities			21,127		21,127
Liability reclassified								$ (12,635)
Accumulated deficit reclassified			(287,323)	(645,521)	(287,323)	(645,521)	$ (268,502)	(567,654)	$ 552,759	$ 579,338
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit reclassified			$ (3,603,368)	$ (3,475,314)	$ (3,603,368)	$ (3,475,314)	$ (3,491,041)	(3,482,226)	$ (1,973,314)	$ (1,817,760)
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right of use assets	$ 11,191
Operating lease liabilities	11,191
Recognition of gain from sales leaseback transaction	3,393
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit reclassified								(3,393)
Accounting Standards Update 2020-06 \| Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit reclassified								$ 20,265
Accounting Standards Update 2020-06 \| Cumulative Effect, Period of Adoption, Adjustment \| Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Liability reclassified	12,635
Accumulated deficit reclassified	$ 20,265
Class A Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of shares purchased (in shares) \| shares		76,140,000
Purchase price (in dollars per share) \| $ / shares		$ 10

Liquidity and Capital Resources (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 11, 2022	Jul. 21, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash			$ 31,766	$ 505,091	$ 666,061	$ 1,124
Accumulated deficit			3,322,685	2,907,644
Gross proceeds		$ 990,983
Related Party Notes – China, Due On Demand At 18.00% \| Affiliated Entity
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Unpaid Principal Balance			8,451	9,411
Notes payable
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Unpaid Principal Balance			$ 56,207	$ 164,689
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares purchased (in shares)		76,140,000
Standby Equity Purchase Agreement \| Subsequent Event
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Commitment discount	3.00%
Commitment amount after option to increase	$ 350,000
Standby Equity Purchase Agreement \| Subsequent Event \| SPA Notes \| Notes payable \| Debt Instrument, Redemption, Period One
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Total commitments	40,000
Standby Equity Purchase Agreement \| Subsequent Event \| SPA Notes \| Notes payable \| Debt Instrument, Redemption, Period Two
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Total commitments	20,000
Standby Equity Purchase Agreement \| Subsequent Event \| SPA Notes \| Notes payable \| Debt Instrument, Redemption, Period Three
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Total commitments	20,000
Standby Equity Purchase Agreement \| Subsequent Event \| SPA Notes \| Notes payable \| Debt Instrument, Redemption, Period Four
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Total commitments	20,000
Standby Equity Purchase Agreement \| Subsequent Event \| Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Commitment amount	$ 200,000
Number of shares purchased (in shares)	789,016
Exchange cap (in dollars per share)	$ 0.62
Standby Equity Purchase Agreement \| Subsequent Event \| Class A Common Stock \| Yorkville And Affiliates
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percent of outstanding shares	19.99%
Percent of voting power	9.99%

Business Combination (Details) - shares

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

^[1]

Sep. 30, 2022

Sep. 30, 2021

^[2]

Class A Common Stock

Business Acquisition [Line Items]

Class A Common Stock | Common Stock

20,264,715

Business Acquisition [Line Items]

Class B Common Stock | Common Stock

20,264,715

76,140,000

89,152,131

76,140,000

Business Acquisition [Line Items]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

64,000,588

[1]	The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.
[2]	The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

Deposits and Other Current Assets - Deposits and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deposits:
Deposits for research and development, prototype and production parts, and other	$ 39,142	$ 54,990
Deposits for “Future Work”	5,388	8,380
Total deposits	44,530	63,370
Other current assets:
Prepaid expenses	19,300	11,119
Other current assets	4,459	2,291
Total other current assets	$ 23,759	$ 13,410

Deposits and Other Current Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Deposits And Other Current Assets [Line Items]
General and administrative	$ 28,655	$ 36,725	$ 89,173	$ 64,148
Palantir
Deposits And Other Current Assets [Line Items]
Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions	3,204	$ 1,466	$ 8,866	$ 1,739
Directors and Officers
Deposits And Other Current Assets [Line Items]
General and administrative	4,265
Prepayment for insurance policy	$ 21,732

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (11,178)		$ (11,178)		$ (9,678)
Property and equipment, net	411,657		411,657		293,135
Depreciation and amortization expense	799	$ 659	2,271	$ 2,529
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	14,180		14,180		14,180
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,112		3,112		3,051
Tooling, machinery, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	8,916		8,916		8,868
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	337		337		337
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,027		4,027		1,032
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	383		383		297
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 391,880		$ 391,880		$ 275,048

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued legal contingencies	$ 14,606	$ 16,881
Engineering, design and testing services received not invoiced	7,637	6,620
Deposits from customers	3,708	4,354
Accrued legal contingencies due to affiliates	6,551	6,673
Obligation to issue registered shares of Class A Common Stock	0	12,635
Bridge Warrants	4,686	0
Other current liabilities	8,916	21,597
Total accrued expenses and other current liabilities	$ 46,104	$ 68,760

Accrued Expenses and Other Current Liabilities - Footnote Information (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Aug. 14, 2022 trading_day $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Liability value			$ 12,635
Bridge Warrants
Debt Instrument [Line Items]
Additions		$ 6,971
Liability value		4,686	$ 0
Gain on earnings		$ 2,285
Bridge Warrants
Debt Instrument [Line Items]
Exercise price (in dollars per share) \| $ / shares	$ 5
Bridge Warrants \| Notes payable
Debt Instrument [Line Items]
Number of shares purchased (in shares) \| shares	6,043,623
Shares called by each warrant (in shares) \| shares	1
Term of warrants	7 years
Repurchase price (in dollars per share) \| $ / shares	$ 0.01
Number of trading days \| trading_day	20
Debt instrument, convertible, threshold consecutive trading days \| trading_day	30
Repurchase price threshold (in dollars per share) \| $ / shares	$ 15

Fair Value of Financial Instruments - Narrative (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Aug. 09, 2022

Jul. 21, 2022

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Liability value

$ 12,635

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

$ 692,405

$ 0

$ 692,405

Private Warrants

Number of warrants transferred (in shares)

398,420

Additional Paid-in Capital

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Commitment to Issue Class A Common Stock

$ 692,397

(13)

$ 692,397

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of the private warrants

32,900

Gain recorded

20,265

Bridge Warrants

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Liability value

$ 4,686

4,686

$ 0

Additions

6,971

Gain on earnings

2,285

Commitment To Issue Registered Shares

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Commitment To Issue Registered Shares | Additional Paid-in Capital

32,900

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

$ 32,900

Class A Common Stock

Registered shares to be issued (in shares)

2,387,500

Class A Common Stock | Common Stock

20,264,715

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

20,264,715

76,140,000

^[1]

89,152,131

76,140,000

^[2]

Class A Common Stock | Commitment To Issue Registered Shares | Common Stock

$ 8

$ 7

$ 8

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]