(1)

Includes (i) 43,747,835 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, including 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (ii) 64,000,588 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) held directly by FF Global Partners Investment LLC (formerly known as FF Top Holding LLC). Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)

Based on 1,368,573,270 shares of Common Stock, comprised of (i) the 1,304,572,682 shares of Class A Common Stock stated by the Issuer as being issued and outstanding as of June 7, 2023 in the Issuer’s Preliminary Proxy Statement (the “PRE 14A”), filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on June 16, 2023 and (ii) 64,000,588 issued and outstanding shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

1	NAMES OF REPORTING PERSONS
	Pacific Technology Holding LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			107,748,423 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,181,277
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	107,748,423 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.87% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Includes (i) 42,567,146 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Global Partners Investment LLC (formerly known as FF Top Holding LLC). Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)

Based on 1,368,573,270 shares of Common Stock, comprised of (i) the 1,304,572,682 shares of Class A Common Stock stated by the Issuer as being issued and outstanding as of June 7, 2023 in the Issuer’s PRE 14A, filed by the Issuer with the SEC on June 16, 2023 and (ii) 64,000,588 issued and outstanding shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

1	NAMES OF REPORTING PERSONS
	FF Global Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			107,748,423 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,181,277 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	107,748,423 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.87% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Includes (i) 42,567,146 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Global Partners Investment LLC (formerly known as FF Top Holding LLC). Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)

Based on 1,368,573,270 shares of Common Stock, comprised of (i) the 1,304,572,682 shares of Class A Common Stock stated by the Issuer as being issued and outstanding as of June 7, 2023 in the Issuer’s PRE 14A, filed by the Issuer with the SEC on June 16, 2023 and (ii) 64,000,588 issued and outstanding shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 17

Written Consent of the Class B Stockholders of Faraday Future Intelligent Electric, Inc., dated June 15, 2023.

Dated: June 21, 2023	FF GLOBAL PARTNERS INVESTMENT LLC
	By:	Pacific Technology Holding LLC
	Its:	Managing Member
	By:	FF Global Partners LLC
	Its:	Managing Member
	By:	/s/ Jiawei Wang
	Name:	Jiawei Wang
	Title:	President
Dated: June 21, 2023	PACIFIC TECHNOLOGY HOLDING LLC
	By:	FF Global Partners LLC
	Its:	Managing Member
	By:	/s/ Jiawei Wang
	Name:	Jiawei Wang
	Title:	President
Dated: June 21, 2023	FF GLOBAL PARTNERS LLC
	By:	/s/ Jiawei Wang
	Name:	Jiawei Wang
	Title:	President

Exhibit 17

WRITTEN CONSENT

OF THE CLASS B STOCKHOLDERS OF FARADAY FUTURE INTELLIGENT ELECTRIC, INC.

June 15, 2023

 

The undersigned, FF Global Partners Investment LLC (formerly known as FF Top Holding LLC) (the “Stockholder”), the holder of all of the issued and outstanding shares of Class B Common Stock of Faraday Future Intelligent Electric, Inc., a Delaware corporation (the “Company”), hereby consents (i) on behalf of the holders of the Class B Common Stock to the taking of the following actions without a meeting and without prior notice pursuant to the second sentence of Section 6.1 of the Second Amended and Restated Certificate of Incorporation of the Company, as amended on November 22, 2022 and March 1, 2023 (the “Charter”) and Section 228 of the Delaware General Corporation Law and (ii) to the taking of the following actions pursuant to Section 3.4 of the Shareholder Agreement (as defined below) and Section 5.2 of the SPA (as defined below):

 

WHEREAS, Article IV, Section 4.4 of the Charter provides that the Company may not authorize, allot or create any new class of shares each of which bear or may bear more than one vote per share or have the effect of diluting the voting power of the Class B Common Stock disproportionately without the approval of the holders of a majority of the then-outstanding shares of Class B Common Stock;

 

WHEREAS, Article VI, Section 6.1 of the Charter provides that on any matter that the Class B Common Stock is entitled to consent or vote as a separate class, the holders of the Class B Common Stock may take such action by written consent in lieu of a meeting;

WHEREAS, Section 3.4 of the Amended and Restated Shareholder Agreement, dated January 13, 2023, by and between, the Company, FF Top Holding LLC, and FF Global Partners LLC (the “Shareholder Agreement”) provides that until the earlier to occur of (a) the conversion of the voting power of the Company’s Class B Common Stock from one vote per share to ten votes per share and (b) the first date  on which FF Top has ceased to Beneficially Own a number of shares of Common stock at least equal to 21,333,530 (as such number may be adjusted due to any stock split, reverse stock split or other similar corporate action) shares of Common Stock, the Company shall not enter into any transaction or series of related transactions that would require a shareholder vote under Nasdaq Listing Rule 5635(d) (without giving effect to Section 5635(f) thereof) without FF Top Holding LLC’s prior written consent;

 

WHEREAS, the Board has determined that it is in the best interests of the Company to issue and sell one share of Series A Preferred Stock (the “Series A Preferred Stock”) at a price per share of $100.00, which shall have 60,000,000,000 votes, pursuant to that certain Preferred Stock Purchase Agreement, in the  form attached hereto as Exhibit A (the “Purchase Agreement”) to help ensure that the Company has sufficient votes to approve the reverse stock split proposal whereby the Company will combine the outstanding shares of common stock into a proportional, smaller number of shares of common stock (the “Reverse Stock Split Proposal”);

WHEREAS, pursuant to Section 144 of the DGCL, no contract or transaction between the Company and one or more of its directors or officers or any other corporation, partnership, association or other organization in which one or more of the directors or officers of the Company is a director or officer of,  or has a financial interest in (any such party is referred to herein individually as an “Interested Party”, and any such contract or transaction is referred to herein as an “Interested Party Transaction”), shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting or consent of the Board that authorized the Interested Party Transaction or solely because the vote of any such director or officer is counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, (ii) the material facts as to the relationship or interest and as to the contract are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the stockholders, or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board or the stockholders;

 

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

 

See attached.

 

CERTIFICATE OF DESIGNATION

See attached.

 

DRAFT PROXY STATEMENT

See attached.

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