FFAI · Faraday Future Intelligent Electric Inc.

This filing discloses a highly structured, narrowly tailored preferred stock issuance designed exclusively to influence the outcome of two critical corporate governance proposals: the Share Authorization Proposal (to increase authorized Class A and Class B common stock) and the Reverse Stock Split Proposal (to consolidate outstanding common shares). The Company issued a single share of Series A Preferred Stock carrying 10 billion votes—orders of magnitude greater than the entire outstanding common equity—yet deliberately constrained its voting power to only these two items and only if a quorum threshold (one-third of outstanding common shares present or represented) is met. This mechanism effectively allows the Purchaser to act as a proxy for aligned common shareholders, neutralizing the dilutive impact of abstentions and broker non-votes that previously counted as 'no' votes under prior voting rules. The $100 purchase price reflects nominal economic consideration; the instrument confers no dividends, no conversion rights, no general voting power, and only a $100 liquidation preference—confirming its function is purely governance-related, not capital-raising. Its automatic redemption upon approval of both proposals further underscores its transient, purpose-built nature. For investors, this signals urgent strategic priority on capital structure flexibility—likely to enable future financing, warrant exercises, or listing compliance—but introduces concentrated voting control over foundational charter amendments, raising governance transparency considerations given the absence of disclosure regarding the Purchaser’s affiliation or broader intent.