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United States securities and exchange commission logo
September 13, 2022
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. 3 to
Registration Statement on Form S-1
Filed August 30,
2022
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 July
6, 2022, letter.
Amendment No. 3 to Form S-1
General
1. We note your revisions
in response to comment 1. Please further revise your disclosure to
address the following:
Disclose the
effective purchase price or exercise price for all the securities being
offered, explaining
the basis and/or making assumptions as needed; if the price is
zero, clearly so
state.
Disclose that
while the holders of founder shares and representative shares (and other
selling
securityholders, as applicable) may experience a positive rate of return based
Carsten Breitfeld
Faraday Future Intelligent Electric Inc.
September 13, 2022
Page 2
on the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to
differences in the purchase
prices and the current trading price.
Disclose more prominently the potential profit the selling
securityholders will earn
based on the current trading prices. In this regard, we note the
lead-in to the table on
page 9 refers to profit, but this does not appear to be
disclosed.
Reconcile the apparent discrepancy between the number of shares
issued upon
exercise of options, stated as 681,792 on page 8 and 484,856 on
page 9.
2. Please update your discussion of the Holding Foreign Companies
Accountable Act to
disclose the Statement of Protocol signed by the PCAOB and the CSRC of
the People s
Republic of China on August 26, 2022. Please balance the disclosure
regarding the
Statement of Protocol by stating that when the PCAOB reassesses its
determinations by
the end of 2022, it could determine that it was unable to inspect and
investigate
completely your auditor.
Cover Page
3. We note your response to comment 8 and reissue our comment. Please
revise your
prospectus cover to highlight the significant negative impact sales of
share on this
registration statement could have on the public trading price of the
Class A common
stock.
Risk Factors
FF has a limited operating history and faces significant barriers..., page 13
4. We note your disclosure that you have not started commercial
production of your first
electric vehicle and that you expect deliveries of the FF 91 series to
begin in the fourth
quarter of 2022. Please provide support for your statement that
deliveries will begin in the
fourth quarter of 2022.
FF's operating results forecast relies in large part upon assumptions and
analyses developed by
its management...,
FirstName page 14 Breitfeld
LastNameCarsten
Comapany
5. NameFaraday
We note Futurethat
that you project Intelligent
you willElectric
requireInc.
additional funds by late
September 2022 in
order13,
September to 2022
continue
Pageoperations.
2 Please revise to provide the status of
such additional funds.
FirstName LastName
Carsten Breitfeld
FirstName LastNameCarsten Breitfeld
Faraday Future Intelligent Electric Inc.
Comapany 13,
September NameFaraday
2022 Future Intelligent Electric Inc.
September
Page 3 13, 2022 Page 3
FirstName LastName
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