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United States securities and exchange commission logo
October 19, 2021
Carsten Breitfeld
Global Chief Executive Officer
Faraday Future Intelligent Electric Inc.
18455 S. Figueroa Street
Gardena, CA 90248
Re: Faraday Future
Intelligent Electric Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 4,
2021
File No. 333-258993
Dear Dr. Breitfeld:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 13, 2021, letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note that your
responses to our comment letter refer to your operations and
subsidiaries in China,
but not in Hong Kong. Your list of subsidiaries filed as exhibit 21.1
indicates that you have
three Hong Kong subsidiaries. Accordingly, please revise the
China-based disclosure
on your prospectus cover page and elsewhere to refer to your
operations and
subsidiaries in Hong Kong.
2. We note that your
definition of "PRC Subsidiaries" refers to operating subsidiaries on the
cover, all subsidiaries
on page i, and three specified subsidiaries on page 2. Please revise
to reconcile this
apparent inconsistency.
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
October 19, 2021
Page 2
Cover Page
3. We note your disclosure that, as a result of the risks identified, your
operations and/or the
value of your Class A Common Stock and Warrants may be "adversely
affected." Please
revise to indicate whether the risks could result in a "material change"
in your operations
and/or securities value, if true.
4. We note the reference to "our ability to offer or continue to offer
securities . . . ." Since
the selling shareholders are offering to sell shares and warrants
pursuant to the prospectus,
please revise to additionally refer to the ability of the selling
shareholders to offer the
securities. Please make conforming changes to your summary and risk
factors.
Risk Factors
Concentration of ownership may have the effect of delaying or preventing a
change in control,
page 45
5. We note your disclosure that FF Top exercises voting power over 37.4% of
the
outstanding common stock. We also note your disclosure in the next
paragraph on page
46 that FF Top beneficially owns 67.2% of FF s outstanding common
shares and the
voting power of such shares. Please explain why these statements are not
contradictory or
revise.
Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454 with
any questions.
Sincerely,
FirstName LastNameCarsten Breitfeld
Division of
Corporation Finance
Comapany NameFaraday Future Intelligent Electric Inc.
Office of
Manufacturing
October 19, 2021 Page 2
cc: Michael P. Heinz
FirstName LastName