SEC Form SC 13D/A filed by Faraday Future Intelligent Electric Inc. (Amendment)
Faraday Future Intelligent Electric Inc.
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(Name of Issuer)
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Class A Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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74348Q108
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(CUSIP Number)
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FF Top Holding LLC
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3655 Torrance Blvd, Suite 361-362
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Torrance, California 90503
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Attention: Jiawei Wang
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(424) 247-1184
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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January 13, 2023
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(Date of Event Which Requires Filing of This Statement)
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1
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NAMES OF REPORTING PERSONS
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FF Top Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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116,586,162 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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64,000,588 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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116,586,162 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.6% (2) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Pacific Technology Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0 |
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|||
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||||
8
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SHARED VOTING POWER
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116,586,162 (1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0 |
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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65,181,277 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||
116,586,162 (1)
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|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.6% (2) |
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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||
OO
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1
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NAMES OF REPORTING PERSONS
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FF Global Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐
|
||||
|
|
||||
3
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SEC USE ONLY
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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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
|
|
|
||
116,586,162 (1)
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|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
65,181,277 (1)
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|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
116,586,162 (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)
|
|
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19.6% (2)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 4. |
Purpose of Transaction.
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Item 6. |
Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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• |
Amend Section 4.5(a) of the Charter (and any other applicable provisions thereof, if any), to provide that (i) the voting power of the Issuer’s Class B Common Stock shall be 10 votes per share with effect
immediately upon the Issuer’s shareholders’ approval of such amendment and (ii) that the voting power of Issuer’s Class B Common Stock shall increase from 10 votes per share to 20 votes per share immediately following Issuer achieving a
Qualifying Equity Market Capitalization (substituting $3 billion for $20 billion in the definition of “Qualifying Equity Market Capitalization”).
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• |
Amend Section 6.1 of the Charter (and any other applicable provisions thereof, if any), to provide that FF Top shall have the right to nominate, remove and/or replace FF Top Designees that it is entitled to
nominate pursuant to the Amended Shareholder Agreement by written consent, with such conforming changes to the Charter as are required to give legal effect to the right to act by written consent under Delaware law.
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• |
Further amend Section 6.1 of the Charter (and any other applicable provisions thereof, if any), to provide that for so long as FF Top continues to hold at least 32,640,300 shares of Common Stock (as such number
may be adjusted due to any stock split, reverse stock split or other similar corporate action after January 13, 2023), the Issuer’s shareholders shall be entitled to act by written consent by the signature of (a) the requisite number of
shareholders required to pass such proposal at a meeting at which all shareholders entitled to vote on such proposal are present together with (b) FF Top.
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• |
Further amend the Charter to provide that none of the rights afforded to FF Top in the Charter or in the Issuer’s Amended and Restated Bylaws (the “Bylaws”) shall be amended without (a) unanimous
approval of the Board and (b) the approval by (i) holders of two-thirds of all of the Issuer’s issued and outstanding shares of Common Stock, voting together as a single class and (ii) holders of a majority of the Issuer’s issued and
outstanding shares of Class B Common Stock, voting together as a separate class.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 16 |
Amended and Restated Shareholder Agreement, dated as of January 13, 2023, by and between Faraday Future Intelligent Electric Inc. and FF Top Holding LLC.
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Dated: January 17, 2023
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FF TOP HOLDING LLC
|
||
By:
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Pacific Technology Holding LLC
|
||
Its:
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Managing Member
|
||
By:
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FF Global Partners LLC
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Jiawei Wang
|
||
Name:
|
Jiawei Wang
|
||
Title:
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President
|
||
Dated: January 17, 2023
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PACIFIC TECHNOLOGY HOLDING LLC
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By:
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FF Global Partners LLC
|
||
Its:
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Managing Member
|
||
By:
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/s/ Jiawei Wang
|
||
Name:
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Jiawei Wang
|
||
Title:
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President
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Dated: January 17, 2023
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FF GLOBAL PARTNERS LLC
|
||
By:
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/s/ Jiawei Wang
|
||
Name:
|
Jiawei Wang
|
||
Title:
|
President
|