0001493152-26-017084
SEC filingAIxCrypto Holdings amended investment agreements and executed a $12 million securities purchase with Faraday Future, acquiring common stock, preferred stock, and warrants while terminating a $2 million bridge loan.
AIxCrypto Holdings, through its arrangement with Gold King Arthur Holding Limited (GKA), significantly expanded its investment exposure to Faraday Future Intelligent Electric Inc. (FFAI). The transaction structure shifted from a purely common stock investment to a hybrid instrument approach. The total subscription amount increased by 20% to $12 million, with the vast majority ($11.5 million) directed into newly designated Series C Convertible Preferred Stock. This preferred stock is immediately convertible into Class A Common Stock at a price of $0.26 per share, subject to an alternative conversion feature that allows conversion at the lower of the fixed price or a market-based price floor of $0.13. This structure provides downside protection while maintaining upside exposure.
The elimination of the 'True-Up Share' provision, which previously protected the investor against dilutive issuances, was replaced with a fixed warrant to purchase 1 million shares at $1.50 per share. This warrant is exercisable only upon FFAI delivering the 500th FX Super One vehicle, linking the investor's additional upside to a specific operational milestone. The warrant expires in four years.
Concurrently, a $2 million unsecured bridge loan provided by GKA to FFAI was terminated and effectively converted into equity, satisfying a portion of the subscription amount. This conversion simplifies the capital structure and aligns GKA's interests solely with FFAI's equity performance. The amendments to the Entrusted Investment Agreement broaden the scope of permissible investments to include debt instruments and preferred stock, providing flexibility for future capital deployment strategies involving FFAI securities.