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Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF,” or the “Company”), a California-based global Embodied AI (“EAI”) ecosystem company, today announced that it has signed definitive agreements with FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC) for FFR to acquire FFAI’s full robotics ecosystem business at an agreed valuation of approximately $200 million.
The transaction advances the parties’ previously announced transaction process to the definitive agreement stage. Its structure has been simplified to facilitate execution and closing. Following closing, FFR will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, with the goal of maintaining a top three overall ranking in the EAI robotics industry over the next five years.
FFAI plans to adopt an upgraded operating model inspired by Berkshire Hathaway and Alphabet and upgrade from EAI vehicle manufacturing to a Robotaxi Sharing Network and AI VisiCabin technology operator, joining forces with RoboShare to build a lighter-asset shared mobility model. Following the strategic upgrade, FFAI plans to work with RoboShare to expand shared mobility, Robotaxi and EAI cabin businesses; explore integrating FF’s “3rd aiSpace” (Intelligent Cabin) into shared vehicles; and facilitate the connection of FFAI vehicles to the Robotaxi network. These efforts are intended to create synergies among vehicles, cabin experiences, and shared operations. By leveraging RoboShare’s sharing platform and operational capabilities, FFAI also plans to pursue opportunities in vehicle-asset onboarding, operations and user services.
Share Issuance at $2
246 per Share, a Premium to FFR’s Market Price
Under the definitive agreements, the parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. The agreed transaction values reflect the parties’ mutual recognition of the strategic value of their respective businesses and are not based solely on prevailing market prices.
The definitive agreements advance the transaction from the previously announced non-binding term sheet to a signed contractual framework. The special stock dividend mechanism contemplated in the earlier term sheet is not part of the definitive transaction. Its removal simplifies the transaction structure and is intended to support efficient execution and closing.
The parties’ agreed valuation of approximately $60 million for FFR reflects its Nasdaq-listed platform, existing shareholder base and trading infrastructure, relatively simple balance sheet and capitalization structure, existing RoboShare business, and financial assets, including cash, cash equivalents, note receivables and certain investments, including investments in FFAI. FFR’s existing RoboShare platform also offers potential synergies with the acquired robotics business across sales, leasing, deployment and recurring services. Following the transaction, FFR will emerge as a Nasdaq-listed company with an established shareholder base, a relatively simple balance sheet, minimal debt, and no outstanding convertible notes, providing the robotics business with direct access to U.S. capital markets.
Pryor Cashman serves as legal counsel to FFAI
Loeb & Loeb LLP serves as legal counsel to the FFR Special Committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR’s Special Committee and has rendered a fairness opinion to FFR’s Special Committee.
FFR Has Secured Up to $10 Million in PIPE Financing with No Discount
FFR has secured up to $10 million in first-round PIPE financing. The financing is priced at market, with no discount, no warrants, and low associated financing costs, and is structured to minimize equity dilution. To best support investor interests, FFR limited the offering to approximately $10 million to meet its current funding needs while reducing unnecessary equity dilution.
Upon closing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup. Management and employees will hold approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
These estimates are subject to confirmation and may change based on the final transaction capitalization and PIPE terms.
The financing will further strengthen FFR’s capital base and provide resources to advance its “Four-Core Full-Stack AI” strategy, supporting product R&D, commercialization, and scaled deployment of the robotics ecosystem.
Upon completion of the financing, the Company will have additional resources for business development, R&D investment, and market expansion. For stockholders and investors, lower financing costs and limited equity dilution are expected to further improve the Company’s capital structure and support the realization of the robotics business’s long-term value.
FFR Aims to Achieve and Maintain a Top Three Comprehensive Ranking in the EAI Robotics Industry
The Company is building a full-lifecycle robotics business spanning research and development, supply chain, manufacturing, sales, deployment, data, and operations, centered on its “Four-Core Full-Stack AI” ecosystem.
Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, revenue is projected to reach approximately $7 million in 2026 and $45 million in 2027. The projections contemplate positive gross margin in 2026, gross margin of approximately 30% in 2027 and approximately 54% in 2030, cumulative revenue of approximately $1.98 billion from 2026 through 2030, and positive operating cash flow in the third quarter of 2028. Cumulative financing requirements before then are projected to be no more than $150 million, implying low dilution for stockholders and financing needs well below those of industry peers.
FFAI management projects EAI Device sales of 2,001 units in 2026 and 7,400 units in 2027, with cumulative sales exceeding 130,000 units over five years. The projections also contemplate more than 19 million hours of cumulative data supply over five years and approximately $300 million in cumulative research and development investment over the same time period.
As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services develop, ecosystem revenue is projected to grow from 22% of total revenue in 2026 to 49% by 2030. These projections were prepared by FFAI management and have not been adopted by FFR as Company guidance. Actual results may differ materially.
Board, Governance Framework and Employee Incentives Support Leadership Continuity and Long-Term Execution
To support the continuity and long-term execution of the robotics business after closing, the transaction includes arrangements covering employee incentives, key employee retention, governance, and Board composition. As part of these arrangements, outstanding employee stock-option incentives associated with the FF EAI Robotics business will be assumed and converted, at the agreed exchange ratio, into stock options of FFR. The structure is intended to align the long-term interests of the core team with FFR’s development and long-term value creation.
Key employees are expected to be retained and to enter into employment agreements, which are important conditions to closing. Key management will continue to support both FFR and FFAI, helping preserve the talent and business capabilities needed to support the robotics business.
FFR’s governance framework is expected to be similar to the governance arrangements between FF Global Partners LLC and FFAI, intended to support leadership continuity, strategic oversight and long-term execution under the founding team’s leadership, while providing additional protections at the Board level. The final arrangements will be described in FFR’s filings with the SEC.
Independent Listing Is Intended to Highlight the Value of the Robotics Business
For two years following closing, FFAI and its affiliates have agreed to observe non-competition restrictions in territories where FFR and its affiliates conduct robotics business.
For FFAI and its stockholders, the transaction anchors the agreed value of the robotics business and releases it through a standalone public-company platform, while FFAI is expected to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.
Next, FFAI will work with FFR to advance the transaction closing in an orderly manner. The closing is expected to be completed by the end of October. Upon completion of the transaction, FFAI will announce its next-stage strategy and business plan.
“This agreement will help us grow the business, develop our technology, and build our AI systems,” said YT Jia, Founder and Global Chief Executive Officer of Faraday Future. “This marks a new beginning for both companies and an important step for EAI and Physical AI as they move from exploration to building an industry together making a major leap forward which will give the robotics business a dedicated public-company platform alongside RoboShare’s capabilities.”