FF EAI Robotics Ecosystem to Acquire Faraday Future’s Robotics Business in $200 Million Deal

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• FF EAI Robotics Ecosystem Inc. and Faraday Future Intelligent Electric Inc. ("FFAI") signed definitive agreements on October 12, 2026, for FFR to acquire FFAI's robotics assets and business in an all-stock transaction. 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. All closings are expected to be completed by the end of October 2026.  
• FFR will issue shares to FFAI at $2.246 per share, representing a premium of approximately 50% to FFR's closing price of $1.50 on the signing date of October 12, 2026 and approximately 55% to closing price of $1.45 on October 13, 2026.
• The transaction was approved by the respective Board special committees comprising disinterested independent directors of FFAI and FFR, and is supported by a fairness opinion issued by the independent financial advisor engaged by the FFR special committees.
• FFR has secured its first round of PIPE financing of up to $10 million. The financing is priced at market, with no discount or no warrants, and low associated financing costs. To support investor interests, FFR limited this round's financing to no more than $10 million to meet its current funding needs while reducing unnecessary equity dilution. Upon closing of the acquisition transaction and PIPE financing, 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 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.
• FFR will become the first U.S.-listed pure-play "Four-Core Full-Stack AI" humanoid and bionic EAI robotics ecosystem company, targeting a top-three overall ranking in the EAI robotics industry over the next five years. As the first U.S. company to deliver both humanoid and bionic robots, FF is turning its first-mover advantage into a competitive advantage, drawing on its "Four-Core Full-Stack AI" Ecosystem, EAI technology strengths, and "One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities" approach to build a leading U.S. Physical AI and robotics ecosystem platform. The four cores, EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory, will accelerate deployment across education and research, security and inspection, industrial and logistics, and commercial applications and services. The "Built in USA" Acceleration Program will translate these technology and ecosystem capabilities into U.S.-based R&D, compliance, supply chain, manufacturing, delivery, and service capabilities, creating a self-evolving flywheel of real-world deployment, data collection, EAI Brain model refinement, and updates to real-world deployments.
• In less than a year, FFAI's EAI robotics business has made progress exceeding expectations. The Company has completed Phase One of the "Built in USA" Acceleration Program and is advancing the "One-Brain Multi-Form Multi-Capability" FF EAI Robot World 2.0. FFAI has launched 24 products across three robot forms and begun customer deliveries. Its "Four-Core Full-Stack AI" Ecosystem is taking shape. By the end of September, cumulative EAI Device sales and shipments reached 817 units. In the second quarter, the average gross margin on FFAI's robotics products exceeded 30%, and cumulative revenue was approximately $1.52 million.
• Under FFAI's robotics business plan, unaudited revenue for 2026 is projected to reach approximately $7 million, with a gross margin of 10%; revenue for 2027 is projected to reach approximately $45 million, with a gross margin of 30.5%. Cumulative revenue from 2026 through 2030 is projected to reach approximately $1.98 billion, with gross margin increasing annually to 54% in 2030 and cumulative EAI Device sales from 2026 to 2030 exceeding 130,000 units. Drawing on seven unique advantages, including its EAI technology strengths across "Four-Core Full-Stack AI" and its asset-light operating model, FFR aims to achieve positive operating cash flow no later than the third quarter of 2028, with cumulative financing requirements of no more than $150 million.
• FFR's governance framework will draw on the governance arrangements between FF Global Partners LLC and FFAI to support leadership continuity, strategic oversight, and long-term execution, with the aim of making the Company one of the most valuable EAI companies in the Physical AI era.
• Through the merger and independent listing, FFR will sharpen its focus on Physical AI and EAI robotics, accelerate commercialization at scale, improve capital efficiency and financial transparency, and unlock value, with the goal of maximizing stockholder value as soon as possible.

FF EAI Robotics Ecosystem Inc. ("FFR" or the "Company") announced that it has signed definitive agreements with FFAI 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.   

Share Issuance at $2.246 per Share, a Premium to Market Price, to Reduce Acquisition Dilution and Maximize Stockholder Value 

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(previously AIxCrypto Holdings, Inc.) 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 a direct access to U.S. capital markets.

Loeb & Loeb LLP serves as legal counsel to the FFR special committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR special committee and has rendered a fairness opinion in connection with the acquisition transaction. Pryor Cashman serves as legal counsel to FFAI.

FFR Has Secured Up to $10 Million in PIPE Financing with No Discount

FFR has secured up to $10 million in its first-round of PIPE financing. The financing is priced at market, with no discount or 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.

The consummations of the acquisition transaction and the PIPE are subject to satisfaction or waiver of closing conditions set forth in the applicable transaction documents.

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 are expected to be assumed and converted, at the agreed exchange ratio, into stock options of FFR ("Assumed Options"). 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 Anchors the Value of the Robotics Business and Unlocks Its True Value

FFR will establish financial reporting and an operating framework focused on the robotics business, providing a clearer view of business performance, funding needs and uses of capital. Its balance sheet, income statement, and statement of cash flows will potentially provide greater clarity.

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 FFR and its stockholders, the transaction provides a complete robotics ecosystem business acquired at an agreed valuation of approximately $200 million, a dedicated listed platform focused on the robotics ecosystem, and a premium issuance designed to reduce dilution. The secured PIPE provides additional capital for future business development.

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 continues to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.

Next, FFR will advance financing and transaction closing in an orderly manner. All closings are expected to be completed by the end of October. Upon completion of the transaction, the Company will announce FFR's next-stage strategy and business plan.

"The transaction will give the robotics business a dedicated public-company platform alongside RoboShare's capabilities. We're confident in the opportunity to build on customer deliveries and expand real-world applications creating a foundation to advance commercialization across products, deployments, data and services," said Jerry Wang, Chief Executive Officer of FFR.