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United States securities and exchange commission logo
September 13, 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.
Registration
Statement on Form S-1
File No. 333-258993
Filed August 20,
2021
Dear Dr. Breitfeld:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Delaware holding company with operations conducted by your
subsidiaries based in
China and Hong Kong, and that this structure involves unique risks
to investors. Provide a
cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of this structure.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China and Hong Kong.
Your disclosure should
make clear whether these risks could result in a material change in
your operations and/or
the value of your ordinary shares or could significantly limit or
completely hinder the
selling shareholders ability to offer or continue to offer securities
Carsten Breitfeld
FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
Comapany 13,
September NameFaraday
2021 Future Intelligent Electric Inc.
September
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to investors and cause the value of such securities to significantly
decline or be worthless.
Your disclosure should address how recent statements and regulatory
actions by China s
government, such as those related to the use of variable interest
entities and data security
or anti-monopoly concerns, has or may impact the company s ability
to conduct its
business, accept foreign investments, or maintain its listings on an
U.S. or other foreign
exchange. Your prospectus summary should address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
3. Clearly disclose how you will refer to the holding company,
subsidiaries, and other
entities when providing the disclosure throughout the document so that
it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. Refrain from using terms such as
we or our when
describing activities or functions of a subsidiary or other entities.
Disclose clearly the
entity (including the domicile) in which investors are purchasing
their interest.
Summary, page 1
4. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
and Hong Kong
poses to investors. In particular, describe the significant
regulatory, liquidity, and
enforcement risks with cross-references to the more detailed
discussion of these risks in
the prospectus. For example, specifically discuss risks arising from
the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of your ordinary shares. Acknowledge any risks that any actions by the
Chinese
government to exert more oversight and control over offerings that are
conducted overseas
and/or foreign investment in China-based issuers could significantly
limit or completely
hinder the selling shareholders ability to offer or continue to
offer securities to investors
and cause the value of such securities to significantly decline or be
worthless.
5. Disclose each permission that you, your subsidiaries, or your selling
shareholders are
required to obtain from Chinese authorities to operate and offer these
securities to foreign
investors. State whether you or your subsidiaries are covered by
permissions
requirements from the China Securities Regulatory Commission (CSRC),
the Cyberspace
Administration of China (CAC), or any other entity that is required to
approve your or
your subsidiaries' operations, and state affirmatively whether you
have received all
requisite permissions and whether any permissions have been denied.
6. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
your operating
structure. Quantify any cash flows and transfers of other assets by
type that have occurred
between the holding company and its subsidiaries and direction of
transfer. Quantify any
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2021
Page 3
dividends or distributions that a subsidiary has made to the holding
company and which
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Describe any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
distribute earnings from your subsidiaries to the parent company and
U.S. investors as
well as the ability to settle amounts owed.
Risk Factors
Risks Related to FF's Operations in China, page 26
7. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder the selling shareholders' ability to offer or
continue to offer securities to
investors and cause the value of such securities to significantly
decline or be worthless.
8. In light of recent events indicating greater oversight by the CAC over
data security,
particularly for companies seeking to list on a foreign exchange,
please revise your
disclosure to explain how this oversight impacts your business and
your offering and to
what extent you believe that you are compliant with the regulations or
policies that have
been issued by the CAC to date.
9. We note the risk factor regarding PCAOB inspection limitations. Please
revise to clarify
whether any auditors of your subsidiaries currently are not subject to
PCAOB
FirstName LastNameCarsten Breitfeld
inspections. Please further assess the applicable risks, including risks
relating to the
Comapany NameFaraday
quality Future Intelligent
of your consolidated financialElectric Inc. Refer to CF
Disclosure Guidance:
statements.
Topic
September 13,No. 10.Page 3
2021
FirstName LastName
Carsten Breitfeld
FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
Comapany 13,
September NameFaraday
2021 Future Intelligent Electric Inc.
September
Page 4 13, 2021 Page 4
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Michael P. Heinz