SEC Form SC 13G/A filed by Faraday Future Intelligent Electric Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Issuer”).

18455 S. Figueroa Street

Gardena, California 90248

Senyun International Ltd. (“Senyun”)

Flat/Rm. 1121, #11/F

Ocean Centre Harbour City

5 Canton Road

Hong Kong

Citizenship: Hong Kong

Bo Zhang (“Mr. Zhang”)

Flat/Rm. 1121, #11/F

Ocean Centre Harbour City

5 Canton Road

Hong Kong

Citizenship: Hong Kong Special Administrative Region, People’s Republic of China

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Class A Common Stock, $0.0001 par value per share (“Common Stock”)

307359505

On August 25, 2023, the Issuer effected a reverse stock split at a ratio of 1-for-80 of its issued and outstanding shares of Common Stock (the “Reverse Stock Split”) as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2023. The share amounts and ownership percentages in this Schedule 13G give effect to the Reverse Stock Split.

As of the close of business on December 31, 2023, Senyun owned 207,148,208 shares of Common Stock issuable upon conversion of outstanding convertible notes held by Senyun in the aggregate principal amount of $52,553,498 (the “Notes”) based on a conversion price of $0.2537, as adjusted for subsequent dilutive issuances. The Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), in excess of 9.99% of the number of shares of Common Stock then issued and outstanding (the “Notes Blocker”). As of the close of business on December 31, 2023, the Notes Blocker limits the conversion of the Notes owned by Senyun to an aggregate of 4,761,779 shares of Common Stock underlying such Notes.

As of the close of business on December 31, 2023, Senyun also owned outstanding warrants that are exercisable for 1,026,358 shares of Common Stock, subject to certain anti-dilution adjustments set forth therein (the “Warrants”). The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, in excess of 4.99% of the number of shares of Common Stock then issued and outstanding (the “Warrants Blocker”). As a result of the Warrants Blocker, as of the close of business on December 31, 2023, Senyun could not exercise any portion of the Warrants.

As of the close of business on December 31, 2023, Senyun beneficially owned, and Mr. Zhang, as the sole director of Senyun, may be deemed to beneficially own, 12,896,798 shares of Common Stock, consisting of (i) 8,135,019 shares of Common Stock held by Senyun and (ii) 4,761,779 shares of Common Stock issuable upon conversion of certain of the Notes held by Senyun.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any securities owned by another Reporting Person. Mr. Zhang disclaims beneficial ownership of the securities beneficially owned by Senyun, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of (i) 124,270,721 shares of Common Stock outstanding as of December 21, 2023 as disclosed in the Issuer’s definitive proxy statement on Schedule 14A filed with the SEC on January 10, 2024 and (ii) 4,761,779 shares of Common Stock that may be acquired upon the conversion of certain of the Notes held by Senyun.

As of the close of business on December 31, 2023, (i) Senyun beneficially owned approximately 9.99% of the outstanding shares of Common Stock and (ii) Mr. Zhang may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not applicable.

Mr. Zhang shares voting and dispositive power over the shares of Common Stock beneficially owned by Senyun.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the SEC on November 23, 2022.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024