0001628280-25-024006 | 10-Q | XBRL Viewer | Faraday Future Intelligent Electric INC

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Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Schedule of Warranties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Movement in Standard Product Warranty Accrual [Roll Forward]
Accrued warranty- beginning of period	$ 545	$ 684
Provision for warranty	(56)	38
Warranty costs incurred	(45)	(64)
Accrued warranty- end of period	$ 444	$ 658

Stock-Based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2021 Plan

In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan allows the Board to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2024, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.

As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below).

At the annual meeting of stockholders held on July 31, 2024, the Company’s stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 2,206,324 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan. As of March 31, 2025 and 2024 the Company had 535,027 and 2,469,957 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.

Option Awards

As of March 31, 2025, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $0.1 million, which is expected to be recognized over a weighted average period of 2.62 years.

There were no options granted under the 2021 Plan during the three months ended March 31, 2025.

Restricted Stock Units

As of March 31, 2025, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was $0.5 million which is expected to be recognized over a weighted average period of 1.51 years.

EI Plan

On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 4,416 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.

On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.

As of March 31, 2025, the total unrecognized stock-based compensation expense for stock options granted under the EI Plan was less than $0.1 million which is expected to be recognized over a weighted average period of 1.61 years.

STI Plan

On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 1,472 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

The STI Plan does not specify a limit on the number of stock options that can be issued under the plan. Per the terms of the STI Plan the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan.

As of March 31, 2025, the total unrecognized stock-based compensation expense for stock options granted under the STI Plan was less than $0.1 million, which is expected to be recognized over a weighted average period of approximately 1.66 years.

Stock-based compensation expense

The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, STI Plan and Common Units of FF Global included in each respective expense category in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Research and development	$	268,299	$	375,350
Sales and marketing	22,700		63,330
General and administrative	10,078		103,491
	$	301,077	$	542,171

Stockholders' Equity - Common Stock (Details)	Mar. 31, 2025 vote
Equity [Abstract]
Common stock, number of votes per share	10

Other Financing Liabilities

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Financing Liabilities

FF ieFactory California (“Hanford”) Financing Arrangement

On October 19, 2023, the Company entered into a sale leaseback transaction whereby it has exercised its option to purchase its FF ieFactory California manufacturing facility located in Hanford California (the “Property”) and simultaneously completed a sale leaseback to Ocean West Capital Partners (“Landlord”) pursuant to that certain Lease Agreement, dated as of October 19, 2023, by and between the Tenant and 10701 Idaho Owner, LLC (the “Lease Agreement”). This Lease Agreement also allows the Tenant access to up to $12.0 million of tenant improvement allowance for the Property. The Lease Agreement is for a term of five years, with a monthly lease rate of $355,197, with a five-year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term. Furthermore, the Tenant has a right of first offer to purchase the Property in the event Landlord desires to sell the Property. The obligations of the Tenant under the lease are guaranteed by the Company pursuant to that certain Guaranty of Lease made by the Company to 10701 Idaho Owner, LLC.

Due to the inclusion of the purchase option in the lease agreement, the Company was considered to have continuing involvement and, thus, accounted for the transaction as a failed sale lease back, with the Property assets subject to the sale leaseback remaining on the balance sheet and the sale proceeds recorded as a liability in accordance with the financing method. The Company recognized a $1.1 million financing obligation at the completion of the transaction, which was recorded to the Other financing liabilities, long term portion on its Unaudited Condensed Consolidated Balance Sheets. No gain or loss was recorded on the failed sale and lease back.

On March 14, 2024, the Company entered into the First Amendment to the Lease Agreement (the “First Amendment). The First Amendment established a repayment plan requiring the Company to pay an aggregate amount of $1.7 million of past due rent by March 31, 2024. The Company has an original Security Deposit balance of $1.5 million. In December 2024, the Landlord applied $0.6 million of the original Security Deposit to past due rent. In January 2025, the Company paid the Landlord $0.6 million that reinstated the Security Deposit balance.

On August 27, 2024, the Company entered into the Second Amendment to the Lease Agreement (the “Second Amendment”). Under the terms of the original lease agreement, the Company expected to receive $12.0 million in tenant improvement allowance, the repayment of which was included in the scheduled financing obligation payments. In the Second Amendment, the Landlord agreed to fund up to $10.0 million of the costs associated with the replacement of the Property’s roof and the remaining $2.0 million for other improvement costs. The $2.0 million may be reduced by incremental actual costs incurred for the roof replacement and the remaining amount will be contingent on the Company funding up to 66.67% of the other improvement costs.

As of March 31, 2025 and December 31, 2024, the Company had a leasehold improvement balance of $8.0 million and $6.9 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance. The repayment of the tenant improvement allowance are included in the scheduled financing obligation payments.

For the quarters ended March 31, 2025 and 2024, the Company recorded interest expense of $1.9 million and $1.7 million, respectively. The financial liability as of March 31, 2025 and 2024 was $36.5 million and $33.7 million, respectively.

Collateralized Loan

Overview and Terms

The Collateralized Loan was entered into on July 11, 2024, with Utica Leaseco, LLC. The loan is secured by machinery and equipment owned by the Company. It bears an effective interest rate of 23% and requires 51 monthly payments of $0.1 million, concluding with a $0.5 million balloon payment in October 2028. The loan terms include provisions for adjusting monthly payments based on fluctuations in the prime rate.

Summary of Collateralized Loan Activity

As of March 31, 2025 and December 31, 2024, the carrying value of the Collateralized Loan was $4.1 million and $4.3 million, respectively. Of these amounts $0.8 million and $0.8 million, respectively, were included in Other financing liabilities, current portion and $3.3 million and $3.5 million, respectively, were included in Other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2025, the Company repaid $0.2 million of Collateralized Loan principal.

The future scheduled principal maturities of financing obligations as of March 31, 2025 are as follows:


(in thousands)
Years Ending December 31,	Amount
2025 ( 9 months remaining)	$	582
2026	951
2027	1,189
2028	60,455
	$	63,177

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Notes Payable & Related Party Notes Payable

The Company has elected to measure certain notes payable and related party notes payable at fair value. Specifically, the SPA Portfolio Notes or notes convertible into SPA Portfolio Notes as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 7, Notes Payable and Note 8, Related Party Transactions). The Company uses a binomial lattice model and discounted cash flow methodology to value the notes carried at fair value. The significant assumptions used in the models include the volatility of the Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the Company’s debt discount rate based on a CCC rating, annual dividend yield, the risk free rate, and the expected life of the instrument. Fair value measurements associated with the notes payable and related party notes payable represent Level 3 valuations under the fair value hierarchy.

The fair value adjustments related to notes payables and related party notes payable were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options, respectively, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For notes payable and related party notes payable where the Company did not elect the fair value option pursuant to ASC 825, Financial Instruments, the carrying value approximates the fair value of the obligation.

SPA Portfolio Note Warrants

The Company is required to measure certain SPA Portfolio Note warrants at fair value. The Company uses a Monte Carlo simulation model to measure the fair value of the liability classified SPA Warrants, where the significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the contractual term of the warrant, the risk-free rate and annual dividend yield. Fair value measurements associated with the liability-classified warrants represent Level 3 valuations under the fair value hierarchy.

The fair value adjustments related to the liability classified warrants were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

Derivative Call Options

Holders of the Junior Secured SPA Notes, the 2024 Unsecured SPA Notes, and 2025 March Unsecured SPA Notes were issued Incremental Warrants to purchase additional notes on the same terms and conditions up to the amounts originally funded under their commitments. The Company estimates the fair value of the Incremental Warrants using both a binomial lattice model and Monte Carlo simulation to value the Incremental Warrants as the Incremental Warrants entitle the holder to the relevant SPA Portfolio Note and SPA Portfolio Warrant upon exercise. The significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the contractual term of the Incremental Warrants, the risk-free rate and annual dividend yield. The underlying convertible notes and the warrants issuable upon the exercise of the Incremental Warrant were assumed to be exercisable up to the maximum allowable amount. Additionally, the terms of these instruments were presumed to be consistent with those of the convertible notes and warrants issued in connection with the Incremental Warrants. Fair value measurements associated with the liability-classified derivatives represent Level 3 valuations under the fair value hierarchy.

The fair value adjustments related to the Incremental Warrants were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

Recurring Fair Value Measurements

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:


	March 31, 2025
(in thousands)	Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities1	$	—	$	—	$	23,624
Derivative call options1	$	—	$	—	17,057
Notes payable1	$	—	$	—	21,136
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.


	December 31, 2024
(in thousands)	Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities1	$	—	$	—	$	28,864
Derivative call options1					29,709
Notes payable1	—		—		46,628
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.

There were not any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three months ended March 31, 2025 and the year ended December 31, 2024. The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes, approximate fair value because of their short-term nature or contractually defined value.

The following table summarizes the activity of Level 3 fair value measurements:


(in thousands)	Warrant Liabilities1			Derivative Call Option1			Notes Payable1
Balance as of December 31, 2024	$	28,864		$	29,709		$	46,628
Additions	16,341		2	19,730		2	12,525		3
Change in fair value measurements	(21,581)			(32,382)			(22,445)
Conversions of notes to Class A Common Stock	—			—			(15,572)
Balance as of March 31, 2025	$	23,624		$	17,057		$	21,136
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.
2 Addition to Warrant Liabilities and Derivative Call Option are included as loss in line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
3 Additions of Notes Payable measured at fair value are presented net of the initial fair value adjustment recorded at issuance. This adjustment, which reduced the principal amount of the Notes Payable by $11,349 thousand upon initial recognition, is presented as gain in the line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In addition, the line item Change in fair value of notes payable, warrant liabilities, and derivative call options includes a loss of $429 thousand, and the line item Change in fair value of related party notes payable, warrant liabilities, and derivative call options includes a loss of $76 thousand, both of which relate to debt issuance costs. These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration.

Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments.

The following data shows the amounts used in computing net loss per share and the effect on net loss and the weighted-average number of shares as follows:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025		2024
Net loss	$	(10,278)	$	(48,217)



Weighted average shares used in computing net loss per share of Class A and B Common Stock:
Basic	75,749,893		1,837,959
Diluted	75,749,893		1,837,959

Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic	$	(0.14)	$	(26.23)
Diluted	$	(0.14)	$	(26.23)

The net loss per common share was the same for the Class A Common Stock and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Notes Payable - Secured SPA Notes Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 02, 2024	Mar. 31, 2025	Mar. 31, 2024	Jun. 30, 2024	Jan. 28, 2025	Dec. 31, 2024	Dec. 21, 2024	Sep. 05, 2024
Debt Instrument [Line Items]
Payments of notes payable issuance costs		$ 99	$ 25
Notes Payable
Debt Instrument [Line Items]
Gain (loss) on fair value adjustment of debts		$ 21,780	27,721
Secured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Debt instrument, fixed conversion price percentage		90.00%
Conversion price (in dollars per share)		$ 1.16		$ 29.33
Debt instrument, term (in years)		6 years
Notes payable		$ 2,400				$ 5,500
Proceeds from debt, net of issuance costs			$ 1,500
Aggregate principal amount		$ 600
Shares issued from conversion (in shares)		602,902	2,937,946
Gain (loss) on fair value adjustment of debts		$ 2,479	$ 25,118
Payments of notes payable issuance costs			0
Debt conversion, converted amount			18,300
Secured SPA Notes \| Notes Payable \| Class A Common Stock
Debt Instrument [Line Items]
Redemption price, percentage				105.00%
Gain (loss) extinguishments of debt		$ (300)	(11,400)
Secured SPA Notes \| Notes Payable \| Metaverse Horizon Limited and V W Investment Holding Limited
Debt Instrument [Line Items]
Percent of purchaser's conversion shares		33.00%
SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Conversion price (in dollars per share)	$ 29.33
SPA Notes \| Notes Payable \| Class A Common Stock
Debt Instrument [Line Items]
Redemption price, percentage	90.00%
Junior Secured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate								10.00%
Conversion price (in dollars per share)					$ 5.24		$ 1.16	$ 5.24
Debt instrument, term (in years)		1 year
Proceeds from debt, net of issuance costs		$ 7,600
Gain (loss) on fair value adjustment of debts		10,435
Payments of notes payable issuance costs		$ 0
Junior Secured SPA Notes \| Notes Payable \| Class A Common Stock
Debt Instrument [Line Items]
Shares issued from conversion (in shares)		113,958,070
Gain (loss) extinguishments of debt		$ (12,800)
Debt conversion, converted amount		$ 15,400
2024 Unsecured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate		10.00%				10.00%
Conversion price (in dollars per share)		$ 1.16			$ 1.16		$ 1.16
Debt instrument, term (in years)		1 year
Notes payable		$ 11,300				$ 7,000
Proceeds from debt, net of issuance costs		20,000
Gain (loss) on fair value adjustment of debts		6,798
Payments of notes payable issuance costs		$ 0
Unsecured Convertible Note \| Notes Payable
Debt Instrument [Line Items]
Conversion price (in dollars per share)		$ 1.16
Debt instrument, term (in years)		6 years
Notes payable						$ 6,700
Proceeds from debt, net of issuance costs		$ 0
Shares issued from conversion (in shares)		4,167,764
Gain (loss) on fair value adjustment of debts		$ 2,024	$ 2,888
Debt conversion, converted amount		$ 4,400
Unsecured Convertible Note \| Notes Payable \| Class A Common Stock
Debt Instrument [Line Items]
Debt instrument, fixed conversion price percentage		90.00%
Gain (loss) extinguishments of debt		$ (2,800)
Minimum \| Secured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate		10.00%				10.00%
Minimum \| Unsecured Convertible Note \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate		10.00%				10.00%
Maximum \| Secured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate		15.00%				15.00%
Maximum \| Unsecured Convertible Note \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate		15.00%				15.00%

Stockholders’ Equity - Amendments to the Company’s Certificate of Incorporation (Details)	Aug. 04, 2024 shares	Aug. 01, 2024	Jul. 31, 2024 $ / shares shares	Feb. 29, 2024	Feb. 05, 2024 shares	Mar. 31, 2025 shares	Mar. 07, 2025 shares	Mar. 06, 2025 shares	Dec. 31, 2024 shares	Aug. 31, 2024 shares	Feb. 23, 2024 shares	Feb. 04, 2024 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			114,245,313			10,000,000			10,000,000		12,582,813
Common stock, shares authorized (in shares)	104,245,313		104,245,313		34,748,438			104,245,313		104,245,313	11,582,813	3,860,938
Exercise price (in dollars per share) \| $ / shares			$ 110,400
Authorized shares (in shares)						139,245,313			114,245,313
Stockholder's equity, stock split, conversion ratio	0.025
Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)							129,245,313
Stockholder's equity, stock split, conversion ratio		0.025		0.333	0.333
Common Stock \| Minimum
Class of Stock [Line Items]
Stockholder's equity, stock split, conversion ratio			0.5
Common Stock \| Maximum
Class of Stock [Line Items]
Stockholder's equity, stock split, conversion ratio			0.025
Common Stock and Preferred Stock
Class of Stock [Line Items]
Authorized shares (in shares)							139,245,313	114,245,313

Other Financing Liabilities (Tables)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Maturities of Finance Lease Liabilities

The future scheduled principal maturities of financing obligations as of March 31, 2025 are as follows:


(in thousands)
Years Ending December 31,	Amount
2025 ( 9 months remaining)	$	582
2026	951
2027	1,189
2028	60,455
	$	63,177

Other Financing Liabilities - Narrative (Details)			1 Months Ended	3 Months Ended
Other Financing Liabilities - Narrative (Details)	Aug. 27, 2024 USD ($)	Oct. 19, 2023 USD ($)	Jan. 31, 2025 USD ($)	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Jul. 11, 2024 USD ($) payment	Mar. 14, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from other financial obligations		$ (1,100,000)		$ 1,133,000	$ 0
Liability, lease repayment plan								$ 1,700,000
Security deposit								1,500,000
Security deposit, past due amount								$ 600,000
Payment for security deposit			$ 600,000
Proceeds from tenant allowance	$ 12,000,000
Reimbursing tenant improvement allowance	10,000,000
Other improvement costs, tenant improvement allowance	$ 2,000,000
Other improvement costs, tenant improvement allowance, percentage	66.67%
Leasehold improvements, gross				8,000,000		$ 6,900,000
Interest expense				1,900,000	1,700,000
Sale and leaseback transaction, liability, noncurrent				36,500,000	33,700,000
Other financing liabilities, current portion				803,000		761,000
Other financing liabilities, long term portion				40,489,000		38,698,000
Notes Payable
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term debt				24,674,000		49,488,000
Repayments of debt				6,000	$ 10,000
Collateralized Loan Obligations
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term debt				4,100,000		4,300,000
Other financing liabilities, current portion				800,000		800,000
Other financing liabilities, long term portion				$ 3,300,000		$ 3,500,000
Collateralized Loan Obligations \| Notes Payable
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable bearing interest rate				23.00%
Number of monthly payments \| payment							51
Debt instrument, periodic payment				$ 100,000
Debt instrument, periodic payment terms, balloon payment to be paid							$ 500,000
Repayments of debt				200,000
Ocean West Capital Partners (“Landlord”) \| Hanford Manufacturing Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Tenant improvement allowance		$ 12,000,000
Lease term (in years)		5 years
Monthly lease rate		$ 355,197
Lease term extension option (in years)		5 years
Loss from failed sale leaseback arrangement				$ 0

Liquidity and Capital Resources and Going Concern (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Sep. 26, 2023	Nov. 11, 2022
Debt Instrument [Line Items]
Accumulated deficit	$ (4,324,624)	$ (4,314,346)
Cash	9,458	$ 7,144	$ 407
Working capital	(112,300)
Standby Equity Purchase Agreement
Debt Instrument [Line Items]
Option to increase commitment amount					$ 350,000
Class A Common Stock \| Standby Equity Purchase Agreement
Debt Instrument [Line Items]
Commitment amount	342,500				$ 200,000
Additional commitment amount	192,500
Class A Common Stock \| Sales Agreement \| Sales Agents
Debt Instrument [Line Items]
Commitment amount				$ 90,000
SPA Notes \| Committed Debt
Debt Instrument [Line Items]
Aggregate principal amount	655,500
Funded	427,700
To be funded	227,800
Outstanding	48,300
SPA Notes \| Optional Debt
Debt Instrument [Line Items]
Aggregate principal amount	467,000
Funded	50,900
To be funded	386,100
Outstanding	$ 2,500

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property, Plant and Equipment, Net

Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for leasehold improvements, over the term of the lease, if shorter.


			Useful Life (in years)
Buildings			39
Building improvements			15
Computer hardware			5
Tooling, machinery, and equipment			5 to 10
Vehicles			5
Lease vehicles			7
Computer software			3
Leasehold improvements			Shorter of 15 years or term of the lease

Property, plant, and equipment, net, consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Land, buildings and leasehold improvements	$	112,150	$	111,443
Computer hardware	2,397		2,397
Tooling, machinery and equipment	318,251		319,313
Vehicles	695		245
Lease vehicles	1,872		3,121
Computer software	4,339		4,339
Construction in process	28,797		27,563
	468,501		468,421
Less: Accumulated depreciation	(137,036)		(119,834)
	$	331,465	$	348,587

Schedule of Disaggregation of Revenue

The following table disaggregates our revenue by major source:


	Three Months Ended March 31,
(in thousands)	2025		2024
Automotive sales	$	—	$	—
Automotive leasing - Sales type	265		—
Automotive leasing - Operating type	51		2
	$	316	$	2

Schedule of Standard Product Warranty Accrual


	Three Months Ended March 31,
(in thousands)	2025		2024
Accrued warranty- beginning of period	$	545	$	684
Provision for warranty	(56)		38
Warranty costs incurred	(45)		(64)
Accrued warranty- end of period	$	444	$	658

Property, Plant, and Equipment, Net

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Land, buildings and leasehold improvements	$	112,150	$	111,443
Computer hardware	2,397		2,397
Tooling, machinery and equipment	318,251		319,313
Vehicles	695		245
Lease vehicles	1,872		3,121
Computer software	4,339		4,339
Construction in process	28,797		27,563
	468,501		468,421
Less: Accumulated depreciation	(137,036)		(119,834)
	$	331,465	$	348,587

The Company’s CIP is primarily related to the construction of tooling, machinery and equipment for the FF ieFactory California. Tooling, machinery, and equipment are either held at Company facilities, primarily the FF ieFactory California, or at the vendor’s location until the tooling, machinery and equipment is completed.

Depreciation and amortization expense totaled $17.5 million and $17.7 million for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, the Company recognized a $44 thousand loss on disposal of property, plant, and equipment, which included the derecognition of approximately $0.2 million in accumulated depreciation.

Asset Retirement Obligation

Due to the build out of the FF ieFactory California, the Company has an asset retirement obligation (“ARO”) totaling $0.8 million and $0.8 million as of March 31, 2025 and December 31, 2024, respectively. The ARO is recorded to Other liabilities with a corresponding ARO asset within Land, buildings and leasehold improvements and Tooling, machinery, and equipment. The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027.

Related Party Transactions - Narrative (Details)			1 Months Ended	3 Months Ended		12 Months Ended	51 Months Ended
Related Party Transactions - Narrative (Details)	Mar. 06, 2023	Feb. 01, 2023 USD ($)	Oct. 31, 2024 USD ($) shares	Mar. 31, 2025 USD ($) shares	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Mar. 31, 2022 lease	Feb. 29, 2024 USD ($)	Jan. 31, 2024 USD ($)	Nov. 30, 2023 USD ($)	Jan. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Additional paid-in capital				$ 4,456,374,000		$ 4,421,563,000
Debt instrument, penalties and interest accrued				22,200,000		23,100,000
Accounts payable				61,492,000		56,754,000
Related Party
Related Party Transaction [Line Items]
Loss on settlement of notes payable				1,180,000	$ 14,295,000
Unpaid Principal Balance				7,123,000		8,064,000
Change in fair value of notes payable, warrant liabilities, and derivative call options				(277,000)	(7,000)
Accounts payable				11,104,000		11,077,000
2023 Unsecured SPA Notes \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				0
2025 March Unsecured SPA Notes \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				$ 143,000
Notes payable bearing interest rate				10.00%
Change in fair value of notes payable, warrant liabilities, and derivative call options				$ 0
Notes Payable — China \| Related Party
Related Party Transaction [Line Items]
Loss on settlement of notes payable					14,100,000
Unpaid Principal Balance				$ 4,215,000		$ 4,382,000
Notes payable bearing interest rate				18.00%		18.00%
Repayments of debt				$ 100,000		$ 100,000
Additional paid-in capital				700,000
Notes Payable on Demand — China \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				$ 413,000		$ 417,000
Notes payable bearing interest rate				0.00%		0.00%
FFGP Note \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				$ 1,576,000		$ 1,576,000			$ 1,600,000	$ 1,600,000
Debt instrument, term (in years)				3 months
Notes payable bearing interest rate				4.27%		4.27%
FFGP Note \| Related Party \| Minimum
Related Party Transaction [Line Items]
Notes payable bearing interest rate				4.27%
FFGP Note \| Related Party \| Maximum
Related Party Transaction [Line Items]
Notes payable bearing interest rate				5.27%
Convertible FFGP Note \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				$ 250,000		$ 250,000		$ 300,000
Notes payable bearing interest rate				4.27%				4.27%
Rancho Palos Verdes Real Property Leases \| Affiliated Entity
Related Party Transaction [Line Items]
Number of leases \| lease							2
Accounts payable				$ 300,000		300,000
X-Butler \| Related Party
Related Party Transaction [Line Items]
Payments with related party (less than)				100,000	100,000
FF Top Executive Reimbursements \| Related Party
Related Party Transaction [Line Items]
Accounts payable				2,000,000.0		2,000,000.0
Monthly fee		$ 200,000
Additional term and permitted (in months)	12 months
Legal expense reimbursement requested				6,500,000							$ 6,500,000
Leshi Information Technology Co., Ltd. (“LeTV”) \| Related Party
Related Party Transaction [Line Items]
Accounts payable				7,800,000		7,700,000
Grow Fandor \| Related Party
Related Party Transaction [Line Items]
Aggregate principal amount						75,000
Donation received (in shares) \| shares			15,000,000
Net profit percentage			50.00%
Net sales revenue, percentage			5.00%
Annual base license fee			$ 250,000
Grow Fandor \| Related Party \| Faraday Future
Related Party Transaction [Line Items]
Subsidiary, ownership percentage, parent			10.00%
Notes Payable
Related Party Transaction [Line Items]
Unpaid Principal Balance				52,078,000		$ 50,577,000
Fair value adjustments of debt				21,780,000	27,721,000
Repayments of debt				6,000	10,000
Notes Payable \| 2025 March Unsecured SPA Notes \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance				$ 400,000
Secured Notes \| Notes Payable
Related Party Transaction [Line Items]
Shares issued from conversion (in shares) \| shares				1,352,767
Secured Notes \| Notes Payable \| Class A Common Stock
Related Party Transaction [Line Items]
Loss on settlement of notes payable				$ (1,200,000)
Unsecured Notes \| Notes Payable
Related Party Transaction [Line Items]
Fair value adjustments of debt				0	$ 100,000
Metaverse Horizon Limited and V W Investment Holding Limited \| Unsecured SPA Notes and Warrants \| Notes Payable
Related Party Transaction [Line Items]
Debt conversion, converted amount				$ 700,000
Conversion of notes payable and accrued interest into Class A Common Stock (in shares) \| shares				33,107
Loss on settlement of notes payable				$ 200,000
Loss on fair value of adjustments				$ 100,000
Metaverse Horizon Limited \| Related Party Notes – Unsecured Convertible Note \| Related Party
Related Party Transaction [Line Items]
Unpaid Principal Balance									$ 1,500,000
Senyun and Metaverse Horizon Limited \| Related Party Notes – Unsecured Convertible Note \| Related Party
Related Party Transaction [Line Items]
Debt instrument, term (in years)				3 months
Notes payable bearing interest rate				4.27%
Debt Instrument original issue discount percentage				15.00%

Inventory, net - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw materials (net of reserves)	$ 26,773	$ 27,440
Work in progress	152	46
Finished goods	199	0
Inventory, net	$ 27,124	$ 27,486

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Authorized, Issued and Outstanding Stock

The number of authorized, issued and outstanding stock, were as follows:


	March 31, 2025
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	—
Class A Common Stock	124,815,625	86,786,748
Class B Common Stock	4,429,688	6,667
	139,245,313	86,793,415


	December 31, 2024
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	1
Class A Common Stock	99,815,625	65,919,127
Class B Common Stock	4,429,688	6,667
	114,245,313	65,925,795

Schedule of Stockholders' Equity Note, Warrants or Rights

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of March 31, 2025 were as follows:


	Number of Warrants	Exercise Price	Expiration Date
Ares Warrants	5,776,657	$1.16	August 5, 2027
SPA Warrants	15,238	$1.16	Various through November 1, 2031
Junior SPA Warrants	5,931,638	$1.16	Various through September 30, 2029
2024 Unsecured SPA Warrants	25,874,953	$1.39	Various through January 21, 2030
2025 March Unsecured SPA Warrants	3,438,357	$1.55	April 4, 2030
Public Warrants	2,453	$110,400.00	July 21, 2026
Private Warrants	12	$110,400.00	July 21, 2026
	41,039,308

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2024 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Ares warrants	5,776,657	$	1.16	August 5, 2027
SPA Warrants	15,238	$	1.16	Various through November 1, 2031
Junior SPA Warrants	5,931,638	$	1.16	Various through September 30, 2029
2024 Unsecured SPA Warrants	10,788,746	$	1.39	December 31, 2029
Public Warrants	2,453	$	110,400.00	July 21, 2026
Private Warrants	12	$	110,400.00	July 21, 2026
	22,514,744

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Related Party Transactions - Schedule of Principal Maturities of Related Party Notes Payable (Details) - Related Party - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Total	$ 7,123	$ 8,064
Notes Payable, Related Party
Related Party Transaction [Line Items]
Due on demand	488
2025 (9 months remaining)	4,813
2026	1,983
2027	745
2028	0
2029	0
2030	376
Thereafter	0
Total	$ 8,405

Subsequent Events (Details) $ / shares in Units, $ in Thousands				3 Months Ended	4 Months Ended
	May 08, 2025 USD ($) day shares	Apr. 18, 2025 USD ($)	Apr. 07, 2025 USD ($) $ / shares	Mar. 31, 2025 USD ($) day	Jun. 30, 2025 USD ($) installment	Apr. 09, 2025 shares	Apr. 08, 2025 shares	Mar. 28, 2025 USD ($)	Mar. 21, 2025 $ / shares	Dec. 31, 2024
Envisage Settlement And Release Agreement
Subsequent Event [Line Items]
Settlement liabilities, judgment amount								$ 1,500
Preferred Class B
Subsequent Event [Line Items]
Purchase price per share (in dollars per share) \| $ / shares									$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Preferred stock, shares, certificate of designation (in shares) \| shares						9,000,000
Subsequent Event \| Envisage Settlement And Release Agreement
Subsequent Event [Line Items]
Settlement liabilities, payment for shares issued in transaction			$ 425
Share price (in dollars per share) \| $ / shares			$ 1.08
Settlement liabilities, number of shares issued in transaction (in shares) \| shares							393,519
Settlement liabilities, periodic payment					$ 375
Number of monthly installments \| installment					4
Subsequent Event \| Utica Leaseco, LLC
Subsequent Event [Line Items]
Proceeds from debt, net of issuance costs		$ 700
2024 Unsecured SPA Notes
Subsequent Event [Line Items]
Debt instrument, convertible, threshold consecutive trading days \| day				1
2024 Unsecured SPA Notes \| Notes Payable
Subsequent Event [Line Items]
Contractual Interest Rates				10.00%						10.00%
Debt instrument, convertible, threshold consecutive trading days \| day				5
Proceeds from debt, net of issuance costs				$ 20,000
2024 Unsecured SPA Notes \| Notes Payable \| Related Party \| Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 6,600
Contractual Interest Rates	10.00%
Debt instrument, convertible, threshold consecutive trading days \| day	5
SPA Loans \| Subsequent Event
Subsequent Event [Line Items]
Debt conversion, converted amount	$ 10,600
Converted interest	$ 900
SPA Loans \| Subsequent Event \| Class A Common Stock
Subsequent Event [Line Items]
Shares issued from conversion (in shares) \| shares	10,894,406

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule of Notes Payable

The Company has entered into notes payable agreements with third parties. The tables below summarize these agreements as of March 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.



	March 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	2,500	$	139	$	(250)	$	2,389
Junior Secured SPA Notes	September 2029	10%				13,431		55		(7,426)		6,060
2024 Unsecured SPA Notes	Various through January 2030	10%				30,015		12,279		(30,964)		11,330
2025 March Unsecured SPA Notes	April 2030	10%				2,000		(44)		(1,193)		763
Notes payable – China other	Due on Demand	—%				4,132		—		—		4,132
						$	52,078	$	12,429	$	(39,833)	$	24,674


Notes payable, current portion												$	4,132
Notes payable, long-term portion												$	20,542


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	3,118	$	2,651	$	(312)	$	5,457
2023 Unsecured SPA Notes	Various dates in 2029	10	%	-	15%	4,380		2,844		(508)		6,716
Junior Secured SPA Notes	September 2029	10%				28,840		13,163		(15,944)		26,059
2024 Unsecured SPA Notes	December 2029	10%				10,015		8,741		(11,724)		7,032
Notes payable – China other	Due on Demand	—%				4,173		—		—		4,173
Auto loans	October 2026	7%				51		—		—		51
						$	50,577	$	27,399	$	(28,488)	$	49,488

Notes payable, current portion												$	4,224
Notes payable, long-term portion												$	45,264

The future scheduled principal maturities of Related party notes payable as of March 31, 2025, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	488


2025 (9 months remaining)	4,813
2026	1,983
2027	745
2028	—
2029	—
2030	376
Thereafter	—
	$	8,405

Schedule of Notes Payable Rollforward

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to March 31, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		Notes payable – China other		Auto loans		Total
Balance as of December 31, 2024 (a)	$	5,457	$	6,716	$	26,059	$	7,032	$	—	$	4,173	$	51	$	49,488
New Issuances (b)	—		—		—		11,096		807				—		11,903

Repayment of Debt (c)	—		—		—		—		—		—		(6)		(6)

Conversion of Debt to Equity (d)	(589)		(4,692)		(9,564)		—		—		—		—		(14,845)


Fair Value Adjustments of Debt (e)	(2,479)		(2,024)		(10,435)		(6,798)		(44)		—		—		(21,780)


Other Adjustments (f)	—		—		—		—		—		(41)		(45)		(86)
Balance as of March 31, 2025 (g)	$	2,389	$	—	$	6,060	$	11,330	$	763	$	4,132	$	—	$	24,674



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $10,097 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $429 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2023 to December 31, 2024 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Unsecured Convertible Notes		Notes payable – China other		Auto Loans		Total
Balance as of December 31, 2023 (a)	$	74,232	$	11,938	$	—	$	4,898	$	82	$	91,150
New Issuances (b)	1,457		—		7,577		—		—		9,034

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		(10)		(10)

Conversion of Debt to Equity (d)	(8,683)		—		—		—		—		(8,683)


Fair Value Adjustments of Debt (e)	(25,118)		(2,888)		285		—		—		(27,721)


Other Adjustments (f)	—						(1)		—		(1)
Balance as of March 31, 2024 (g)	$	41,888	$	9,050	$	7,862	$	4,897	$	72	$	63,769



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $166 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $25 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.

Schedule of Maturities of Long-term Debt

The future scheduled principal maturities of Notes payable as of March 31, 2025, are as follows:


(in thousands)
Due on demand	$	4,132


2025	—
2026	—
2027	—
2028	2,500
2029	25,946
2030	19,500
Thereafter	—
	$	52,078

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2025	May 05, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-39395
Entity Registrant Name	Faraday Future Intelligent Electric Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4720320
Entity Address, Address Line One	18455 S. Figueroa Street
Entity Address, City or Town	Gardena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90248
City Area Code	424
Local Phone Number	276-7616
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001805521
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FFAI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		97,616,087
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share
Trading Symbol	FFAIW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,667

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:


	March 31, 2025
(in thousands)	Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities1	$	—	$	—	$	23,624
Derivative call options1	$	—	$	—	17,057
Notes payable1	$	—	$	—	21,136
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.


	December 31, 2024
(in thousands)	Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities1	$	—	$	—	$	28,864
Derivative call options1					29,709
Notes payable1	—		—		46,628
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table summarizes the activity of Level 3 fair value measurements:


(in thousands)	Warrant Liabilities1			Derivative Call Option1			Notes Payable1
Balance as of December 31, 2024	$	28,864		$	29,709		$	46,628
Additions	16,341		2	19,730		2	12,525		3
Change in fair value measurements	(21,581)			(32,382)			(22,445)
Conversions of notes to Class A Common Stock	—			—			(15,572)
Balance as of March 31, 2025	$	23,624		$	17,057		$	21,136
_______________
1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.
2 Addition to Warrant Liabilities and Derivative Call Option are included as loss in line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
3 Additions of Notes Payable measured at fair value are presented net of the initial fair value adjustment recorded at issuance. This adjustment, which reduced the principal amount of the Notes Payable by $11,349 thousand upon initial recognition, is presented as gain in the line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In addition, the line item Change in fair value of notes payable, warrant liabilities, and derivative call options includes a loss of $429 thousand, and the line item Change in fair value of related party notes payable, warrant liabilities, and derivative call options includes a loss of $76 thousand, both of which relate to debt issuance costs. These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Schedule of Earnings Per Share, Basic and Diluted

The following data shows the amounts used in computing net loss per share and the effect on net loss and the weighted-average number of shares as follows:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2025		2024
Net loss	$	(10,278)	$	(48,217)



Weighted average shares used in computing net loss per share of Class A and B Common Stock:
Basic	75,749,893		1,837,959
Diluted	75,749,893		1,837,959

Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic	$	(0.14)	$	(26.23)
Diluted	$	(0.14)	$	(26.23)

Inventory, net

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Inventory, net

Inventory, net, consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Raw materials (net of reserves)	$	26,773	$	27,440
Work in progress	152		46
Finished goods	199		—
	$	27,124	$	27,486

The inventory reserve was $3.3 million and $3.3 million as of March 31, 2025 and December 31, 2024, respectively.

Inventory, net - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Inventory reserve	$ 3.3	$ 3.3

Notes Payable - 2025 March Unsecured SPA Notes Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 21, 2025 USD ($) day closing $ / shares	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
Payments of notes payable issuance costs		$ 99	$ 25
Notes Payable
Debt Instrument [Line Items]
Gain (loss) on fair value adjustment of debts		21,780	$ 27,721
2025 March Unsecured SPA Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 41,000
Debt instrument, number of closings \| closing	4
Debt instrument, term (in years)	5 years
Notes payable bearing interest rate	10.00%
Debt instrument, redemption price, percentage	10.00%
Redemption price, percentage	25.00%
Conversion price (in dollars per share) \| $ / shares	$ 1.29
Debt instrument, floor price (in dollars per share) \| $ / shares	$ 1.048
2025 March Unsecured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Proceeds from debt, net of issuance costs		$ 2,300
Notes payable bearing interest rate	18.00%	10.00%
Redemption price, percentage	8.00%
Notes payable		$ 800
Payments of notes payable issuance costs		100
Gain (loss) on fair value adjustment of debts		$ 44
Debt instrument, convertible, threshold consecutive trading days \| day	5

Related Party Transactions - Schedule of Related Party Notes Payable (Details) - Related Party - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Feb. 29, 2024	Jan. 31, 2024	Nov. 30, 2023
Related Party Transaction [Line Items]
Net Carrying Value	$ 7,123	$ 8,064
Related party notes payable, current	4,298	5,310
Related party notes payable, long-term	$ 2,825	$ 2,754
Unsecured Convertible Note
Related Party Transaction [Line Items]
Contractual Interest Rates	4.27%	4.27%
Net Carrying Value	$ 451
2025 March Unsecured SPA Notes
Related Party Transaction [Line Items]
Contractual Interest Rates	10.00%
Net Carrying Value	$ 143
Unsecured Convertible Note
Related Party Transaction [Line Items]
Net Carrying Value		$ 1,364
Notes Payable — China
Related Party Transaction [Line Items]
Contractual Interest Rates	18.00%	18.00%
Net Carrying Value	$ 4,215	$ 4,382
Notes Payable on Demand — China
Related Party Transaction [Line Items]
Contractual Interest Rates	0.00%	0.00%
Net Carrying Value	$ 413	$ 417
FFGP Note
Related Party Transaction [Line Items]
Contractual Interest Rates	4.27%	4.27%
Net Carrying Value	$ 1,576	$ 1,576		$ 1,600	$ 1,600
FFGP Note \| Minimum
Related Party Transaction [Line Items]
Contractual Interest Rates	4.27%
FFGP Note \| Maximum
Related Party Transaction [Line Items]
Contractual Interest Rates	5.27%
Convertible FFGP Note
Related Party Transaction [Line Items]
Contractual Interest Rates	4.27%		4.27%
Net Carrying Value	$ 250	$ 250	$ 300
Other Notes
Related Party Transaction [Line Items]
Contractual Interest Rates	12.00%	12.00%
Net Carrying Value	$ 75	$ 75

Property, Plant, and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net


			Useful Life (in years)
Buildings			39
Building improvements			15
Computer hardware			5
Tooling, machinery, and equipment			5 to 10
Vehicles			5
Lease vehicles			7
Computer software			3
Leasehold improvements			Shorter of 15 years or term of the lease

Property, plant, and equipment, net, consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Land, buildings and leasehold improvements	$	112,150	$	111,443
Computer hardware	2,397		2,397
Tooling, machinery and equipment	318,251		319,313
Vehicles	695		245
Lease vehicles	1,872		3,121
Computer software	4,339		4,339
Construction in process	28,797		27,563
	468,501		468,421
Less: Accumulated depreciation	(137,036)		(119,834)
	$	331,465	$	348,587

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 301,077	$ 542,171
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	268,299	375,350
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	22,700	63,330
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 10,078	$ 103,491

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense Included in Each Respective Expense Category


	Three Months Ended March 31,
(in thousands)	2025		2024
Research and development	$	268,299	$	375,350
Sales and marketing	22,700		63,330
General and administrative	10,078		103,491
	$	301,077	$	542,171

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details)		3 Months Ended
	Aug. 04, 2024 $ / shares shares	Mar. 31, 2025 USD ($) segment	Mar. 31, 2024 USD ($)	Mar. 06, 2025 shares	Dec. 31, 2024 USD ($)	Aug. 31, 2024 shares	Jul. 31, 2024 shares	Feb. 23, 2024 shares	Feb. 05, 2024 shares	Feb. 04, 2024 shares
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Number of operating segments \| segment		1
Stockholder's equity, stock split, conversion ratio	0.025
Common stock, shares authorized (in shares) \| shares	104,245,313			104,245,313		104,245,313	104,245,313	11,582,813	34,748,438	3,860,938
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Number of reportable segments \| segment		1
Impairment charges		$ 0	$ 0
Term of contract (in months)		36 months
Sales-type lease, term of contract		36 months
Accounts receivable		$ 664,000			$ 0
Customer deposits		3,003,000			3,027,000
Deferred revenue		0			$ 0
Income tax benefit (expense)		10,000	0
Penalties and interest expense		0	0
Sales-type Leases
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Accounts receivable		300,000
Revenue From Contract With Customer, Excluding Assessed Tax
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Co-creation fees		0	0
Marketing Expense
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Co-creation fees		$ 140,000	$ 160,000

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities—which include both third-party and related-party balances—comprise the following items as of:


(in thousands)	March 31, 2025		December 31, 2024
Accrued payroll and benefits	$	28,859	$	27,713
Accrued legal contingencies	6,615		9,091
Customer deposits	3,003		3,027
Other current liabilities	23,015		16,923
	$	61,492	$	56,754

Fair Value of Financial Instruments - Schedule of Changes in Liability for Unobservable Inputs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income Flag	Change in fair value of notes payable, warrant liabilities, and derivative call options
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, period increase (decrease)	$ (11,349)
Debt issuance costs, net	429	$ 25
Nonrelated Party
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt issuance costs, net	429
Related Party
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt issuance costs, net	76
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	28,864
Additions	16,341
Change in fair value measurements	(21,581)
Ending balance	23,624
Warrant Liabilities \| Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversions of notes to Class A Common Stock	0
Derivative Call Option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	29,709
Additions	19,730
Change in fair value measurements	(32,382)
Conversions of notes to Class A Common Stock	0
Ending balance	17,057
Notes Payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	46,628
Additions	12,525
Change in fair value measurements	(22,445)
Ending balance	21,136
Notes Payable \| Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversions of notes to Class A Common Stock	$ (15,572)

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	1
Preferred stock, shares outstanding (in shares)	0	1
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	124,815,625	99,815,625
Common stock, shares issued (in shares)	86,786,748	65,919,127
Common stock, shares outstanding (in shares)	86,786,748	65,919,127
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	4,429,688	4,429,688
Common stock, shares issued (in shares)	6,667	6,667
Common stock, shares outstanding (in shares)	6,667	6,667

Notes Payable - 2023 Unsecured SPA Notes Narrative (Details) - Notes Payable - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Jan. 28, 2025	Dec. 31, 2024	Dec. 21, 2024	Sep. 05, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Notes and loans payable	$ 24,674	$ 63,769		$ 49,488			$ 91,150
Gain (loss) on fair value adjustment of debts	$ 21,780	27,721
Unsecured Convertible Note
Debt Instrument [Line Items]
Conversion price (in dollars per share)	$ 1.16
Debt instrument, term (in years)	6 years
Notes and loans payable	$ 0	9,050		6,716			$ 11,938
Notes payable				6,700
Proceeds from debt, net of issuance costs	0
Debt conversion, converted amount	$ 4,400
Shares issued from conversion (in shares)	4,167,764
Gain (loss) on fair value adjustment of debts	$ 2,024	2,888
Gain (loss) on fair value adjustment of debts, favorable, net		$ 2,900
Unsecured Convertible Note \| Class A Common Stock
Debt Instrument [Line Items]
Debt instrument, fixed conversion price percentage	90.00%
Gain (loss) extinguishments of debt	$ (2,800)
Unsecured SPA Notes
Debt Instrument [Line Items]
Percent of purchaser's conversion shares	33.00%
Junior Secured SPA Notes
Debt Instrument [Line Items]
Notes payable bearing interest rate						10.00%
Conversion price (in dollars per share)			$ 5.24		$ 1.16	$ 5.24
Debt instrument, term (in years)	1 year
Notes and loans payable	$ 6,060			$ 26,059
Proceeds from debt, net of issuance costs	7,600
Gain (loss) on fair value adjustment of debts	10,435
Junior Secured SPA Notes \| Class A Common Stock
Debt Instrument [Line Items]
Debt conversion, converted amount	$ 15,400
Shares issued from conversion (in shares)	113,958,070
Gain (loss) extinguishments of debt	$ (12,800)
Minimum \| Unsecured Convertible Note
Debt Instrument [Line Items]
Notes payable bearing interest rate	10.00%			10.00%
Maximum \| Unsecured Convertible Note
Debt Instrument [Line Items]
Notes payable bearing interest rate	15.00%			15.00%

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities—which include both third-party and related-party balances—comprise the following items as of:


(in thousands)	March 31, 2025		December 31, 2024
Accrued payroll and benefits	$	28,859	$	27,713
Accrued legal contingencies	6,615		9,091
Customer deposits	3,003		3,027
Other current liabilities	23,015		16,923
	$	61,492	$	56,754

Deposits and Other Current Assets - Deposits and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Deposits
Deposits for research and development, prototype and production parts, and other	$ 32,143	$ 29,318
Deposits for goods and services yet to be received (“Future Work”)	1,776	1,776
Deposits	33,919	31,094
Other current assets
Prepaid expenses	4,022	4,832
Other current assets	1,249	1,295
Other current assets	$ 5,271	$ 6,127

Net Loss per Share - Potentially Dilutive Shares Excluded From Computation of Diluted Net Income/(Loss) (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	87,305,630	2,990,763
Shares issuable upon conversion of SPA Portfolio Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	44,298,705	2,331,077
Shares issuable upon conversion of Unsecured Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	1,809,969	390,601
Shares issuable upon exercise of equity classified SPA Portfolio Note warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	15,238	13,968
Shares issuable upon exercise of liability classified SPA Portfolio Note warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	35,244,948	0
Other warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	5,776,657	228,482
Stock-based compensation awards – Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	2,514	2,731
Stock-based compensation awards – RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	155,134	21,439
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	2,453	2,453
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	12	12

Notes Payable - Schedule of Maturities of Long-term Debt (Details) - Notes Payable - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Due on demand	$ 4,132
2025	0
2026	0
2027	0
2028	2,500
2029	25,946
2030	19,500
Thereafter	0
Unpaid Principal Balance	$ 52,078	$ 50,577

Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Level 1
Liabilities:
Warrant liabilities	$ 0	$ 0
Derivative call options	0
Notes payable	0	0
Level 2
Liabilities:
Warrant liabilities	0	0
Derivative call options	0
Notes payable	0	0
Level 3
Liabilities:
Warrant liabilities	23,624	28,864
Derivative call options	17,057	46,628
Notes payable	$ 21,136	$ 29,709

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued. Subsequent SPA Portfolio Notes Activity Subsequent to March 31, 2025, the Company received gross proceeds in connection with issuance of 2024 Unsecured SPA Notes to third parties totaling $6.6 million with due dates ranging from April 4, 2030 through May 2, 2030 at 10.00% interest. Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice. Additionally, $10.6 million of principal and $0.9 million of interest of the Company’s SPA Portfolio Notes were converted into 10,894,406 shares of the Company’s Class A Common Stock. Series B Preferred Stock On March 21, 2025, the Company entered into the 2025 March Unsecured SPA pursuant to which the Company agreed to issue, among other securities, shares of Series B Preferred Stock. The Series B Preferred stock are a newly designated class of the Company’s authorized and unissued preferred stock, par value $0.0001 per share. In connection with the initial closing under the 2025 March Unsecured SPA, on April 3, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”). On April 9, 2025, the Company filed a Certificate of Correction to the Certificate to correct a clerical error with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 9,000,000 shares of the Series B Preferred Stock and establishes and designates the preferences, rights and limitations thereof. The Series B Certificate of Designation became effective upon filing. Sale of Collateral Securing Loan with Utica On April 18, 2025, certain non-essential equipment securing the Company’s collateralized loan with Utica Leaseco, LLC was sold at auction for approximately $0.7 million in gross proceeds. The sale was conducted with the lender’s consent and involved surplus assets. In accordance with the loan and subordination agreements, all proceeds from the auction were retained by Utica and applied toward the Company’s obligations under the loan. The Company did not receive any of the sale proceeds. The equipment had been previously expensed as research and development costs in prior periods and was not included in property, plant and equipment as of March 31, 2025. The transaction did not affect scheduled debt repayments or require reclassification of the loan balance. The Company will evaluate any further accounting implications in future reporting periods. Envisage Settlement On March 28, 2025, the Company entered into a Settlement and Release Agreement (the “Envisage Settlement and Release Agreement”) with Envisage Group Developments Inc. USA (“Envisage”) to resolve a $1.5 million judgment stemming from an arbitration award related to several purchase orders and invoices under an Engineering Services Agreement previously executed between the Company and Envisage. As part of the Envisage Settlement and Release Agreement, the Company agreed to satisfy $425 thousand of the settlement through the issuance of Class A common stock, with the number of shares based on the $1.08 per share closing price on April 7, 2025—the trading day prior to the issuance. On April 8, 2025, the Company issued 393,519 shares of its Class A common stock to Envisage. The Company has filed a Form S-1 registration statement to register these shares for resale, which is currently under SEC review and has not yet been declared effective. The Company also agreed to pay the remaining $375 thousand in cash, payable in four equal monthly installments from March through June 2025. Both parties mutually released all claims, demands, and liabilities related to the matter.

Other Financing Liabilities - Future Scheduled Payments of Financing Obligations (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2025 ( 9 months remaining)	$ 582
2026	951
2027	1,189
2028	60,455
Future minimum lease payments, sale leaseback transactions, minimum liability requirements	$ 63,177

Unaudited Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Notes Payable	Additional  Paid-in  Capital	Additional  Paid-in  Capital Notes Payable	Accumulated  Other  Comprehensive Income (Loss)	Accumulated Deficit	Class A Common Stock Common Stock	Class A Common Stock Common Stock Notes Payable	Class B Common Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2023							1,060,833		6,667
Beginning balance at Dec. 31, 2023	$ 228,236		$ 4,180,873		$ 5,862	$ (3,958,499)	$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of notes payable and accrued interest into Class A Common Stock (in shares)								2,923,628
Conversion of notes payable and accrued interest into Class A Common Stock		$ 20,726		$ 20,726
Reverse stock split related round up share issuances (in shares)							307
Stock-based compensation	542		542
Foreign currency translation adjustment	232				232
Net loss	(48,217)					(48,217)
Ending balance (in shares) at Mar. 31, 2024							3,984,768		6,667
Ending balance at Mar. 31, 2024	201,519		4,202,141		6,094	(4,006,716)	$ 0		$ 0
Beginning balance (in shares) at Dec. 31, 2024							65,919,127		6,667
Beginning balance at Dec. 31, 2024	114,967		4,421,563		7,744	(4,314,346)	$ 6		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of notes payable and accrued interest into Class A Common Stock (in shares)								20,081,506
Conversion of notes payable and accrued interest into Class A Common Stock		$ 32,673		$ 32,671				$ 2
Settlement of HSL s.r.l. lawsuit with issuance of Class A Common Stock (in shares)							774,183
Settlement of HSL s.r.l. lawsuit with issuance of Class A Common Stock	1,185		1,185
Stock-based compensation	301		301
Issuance of shares for RSU vesting net of tax withholdings (in shares)							11,932
Chongqing related party debt restructuring	654		654
Foreign currency translation adjustment	306				306
Net loss	(10,278)					(10,278)
Ending balance (in shares) at Mar. 31, 2025							86,786,748		6,667
Ending balance at Mar. 31, 2025	$ 139,808		$ 4,456,374		$ 8,050	$ (4,324,624)	$ 8		$ 0

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Revenue	$ 316	$ 2
Automotive sales
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Revenue	0	0
Automotive leasing - Sales type
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Revenue	265	0
Automotive leasing - Operating type
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Revenue	$ 51	$ 2

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Notes Payable - Notes Payable, China Other Narrative (Details)	Mar. 31, 2025	Dec. 31, 2024
Notes payable – China other \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Notes Payable - Unsecured Convertible Notes Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Payments of notes payable issuance costs	$ 99	$ 25
Notes Payable
Debt Instrument [Line Items]
Notes and loans payable	24,674	63,769	$ 49,488	$ 91,150
Fair value adjustments of debt	$ 21,780	27,721
Unsecured Convertible Note \| Notes Payable
Debt Instrument [Line Items]
Debt instrument, term (in years)	3 months		3 months
Notes payable bearing interest rate	4.27%		4.27%
Notes and loans payable	$ 0	7,862		$ 0
Fair value adjustments of debt		$ (285)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Deposits and Other Current Assets

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deposits and Other Current Assets

Deposits and other current assets consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Deposits
Deposits for research and development, prototype and production parts, and other	$	32,143	$	29,318
Deposits for goods and services yet to be received (“Future Work”)	1,776		1,776
	$	33,919	$	31,094

Other current assets	March 31, 2025		December 31, 2024
Prepaid expenses	$	4,022	$	4,832
Other current assets	1,249		$	1,295
	$	5,271	$	6,127

Deposits for R&D, prototype and production parts, and other are recognized and reported as R&D expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss when services are provided or as prototype parts are received. In addition, during the three months ended March 31, 2025 and 2024, the Company made deposits for inventory and property and equipment items which are classified as Deposits for goods and services yet to be received (“Future Work”).

Prepaid expenses primarily consist of software subscriptions and insurance, and Other current assets includes certain deferred expenses.

Stockholders’ Equity - Schedule of Common Stock (Details) - shares	Mar. 31, 2025	Mar. 06, 2025	Dec. 31, 2024	Aug. 31, 2024	Aug. 04, 2024	Jul. 31, 2024	Feb. 23, 2024	Feb. 05, 2024	Feb. 04, 2024
Authorized  Shares
Preferred stock, shares authorized (in shares)	10,000,000		10,000,000			114,245,313	12,582,813
Common stock, shares authorized (in shares)		104,245,313		104,245,313	104,245,313	104,245,313	11,582,813	34,748,438	3,860,938
Authorized Shares (in shares)	139,245,313		114,245,313
Issued Shares
Preferred stock, shares issued (in shares)	0		1
Shares issued (in shares)	86,793,415		65,925,795
Class A Common Stock
Authorized  Shares
Common stock, shares authorized (in shares)	124,815,625		99,815,625
Issued Shares
Common stock, shares issued (in shares)	86,786,748		65,919,127
Class B Common Stock
Authorized  Shares
Common stock, shares authorized (in shares)	4,429,688		4,429,688
Issued Shares
Common stock, shares issued (in shares)	6,667		6,667

Inventory, net (Tables)

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory, net, consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Raw materials (net of reserves)	$	26,773	$	27,440
Work in progress	152		46
Finished goods	199		—
	$	27,124	$	27,486

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

The Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and all other entities in which the Company has a controlling financial interest, including the accounts of any variable interest entity, in which the Company has a controlling financial interest and for which it is the primary beneficiary in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All intercompany transactions and balances have been eliminated upon consolidation.

These Unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in the Annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s Audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025, (the “Form 10-K”). Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2025, has been derived from the Company’s Annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. The Company believes that the disclosures included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) are adequate to make the information presented not misleading.

In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these Unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statement for the year ended December 31, 2024, included in the Form 10-K, except as described below.

Our annual reporting period is the calendar year. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the 2025 full year or any future periods.

Basis of Presentation

Use of Estimates and Judgments

The preparation of the Company’s Unaudited Condensed Consolidated Financial Statements in conformity with GAAP and in accordance with the rules and regulations of the SEC requires management to make estimates and assumptions which affect the reported amounts in the Unaudited Condensed Consolidated Financial Statements.

Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the: (i) recognition and disclosure of contingent liabilities, including litigation reserves; (ii) fair value of related party notes payable and notes payable; (iii) calculations for evaluating potential long-term asset impairment; and (iv) valuation of warrants and other derivative instruments. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances.

Given the global economic climate, estimates are subject to additional volatility. As of the date of filing the Company’s Unaudited Condensed Consolidated Financial Statements on this Form 10-Q with the SEC for the period ended March 31, 2025, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Unaudited Condensed Consolidated Financial Statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Reverse Stock Splits and Recasting of Per-Share Amounts

On August 4, 2024, the Board approved the implementation of a 1-for-40 reverse stock split (the “Third Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 104,245,313. The Third Reverse Stock Split was effected after market close on August 16, 2024, and shares of the Class A Common Stock par value $0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on August 19, 2024.

All shares of Common Stock, Public Warrants, stock-based compensation awards, earnout shares and per share amounts contained in the Unaudited Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split, Second Reverse Stock Split and the Third Reverse Stock Split. In addition, proportionate adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding convertible debt securities and warrants, as well as the applicable exercise or conversion prices.

Segments

The Company operates in one operating segment and one reportable segment. The Company’s two Global Co-Chief Executive Officers (“Global Co-CEOs”), acting jointly serving as Co-Chief Operating Decision Makers (“CODMs”), regularly evaluate the Company’s financial performance using consolidated financial information at the total-company level. The CODMs receive regular financial and operational reporting that focuses primarily on the Company's consolidated loss from operations, overall cash flows, liquidity, and strategic initiatives.

Management has identified Loss from operations, as presented in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODMs to evaluate the performance of the business and allocate resources. This measure is critical for a going concern that must carefully manage its cash outflows, particularly given that the timing of its cash inflows is influenced by external investor decisions. The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODMs, work in close collaboration with the Company’s business leaders to establish critical operational targets, set project timelines, and adjust spending plans. These leaders are responsible for implementing its strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed. This rigorous oversight supports the Company’s strategic objectives to focus business activities on production, sales, and leasing of its FF 91 vehicles, and the planned launch of the FX Series vehicles.

In addition, the Company defines “other segment items” as other operating expense adjustments that arise from lease or other impairments, gains and losses on the sale or disposition of its fixed assets, or other market‑driven factors that impact Loss from operations presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and are not part of the Company’s recurring and controllable operating costs. By segregating these “Other Segment Items” from “Loss from operations,” the Company provides investors with a clear view of the expenses that management can directly influence versus those driven by external factors.

Other potentially reportable items, such as separate automotive sales and leasing revenues (currently immaterial), geographic information, depreciation expense, interest expense, or other segment-specific activities, are not separately reviewed by the CODMs. Accordingly, these detailed segment components do not influence the CODMs’ decision-making or resource allocation processes and thus are not separately disclosed.

Property, Plant and Equipment, Net

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance and repairs, which do not extend the assets lives, are charged to operating expense as incurred. Upon sale or disposition, the cost and related accumulated depreciation or amortization are removed from the Unaudited Condensed Consolidated Balance Sheets and any gain or loss is included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.


			Useful Life (in years)
Buildings			39
Building improvements			15
Computer hardware			5
Tooling, machinery, and equipment			5 to 10
Vehicles			5
Lease vehicles			7
Computer software			3
Leasehold improvements			Shorter of 15 years or term of the lease

Construction in process (“CIP”) consists of the construction activities related to the FF ieFactory California production facility in plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles. These assets are depreciated once put into service.

The amounts capitalized in CIP that are held at vendor sites relate to the completed portion of work-in-progress of tooling, machinery and equipment built based on the Company’s specific needs. The Company may incur storage fees or interest fees related to CIP which are expensed as incurred. CIP is presented within Property, Plant, and Equipment, Net in the Unaudited Condensed Consolidated Balance Sheets.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting primarily of property and equipment and right-of-use assets (“ROU”), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets, including any cash flows upon their eventual disposition, to the assets carrying values. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. Assets classified as held for sale are also assessed for impairment and such amounts are determined at the lower of the carrying amount or fair value, less costs to sell the asset.

During 2024, the Company recorded an impairment charge related to its right-of-use assets. See Note 10, Leases for further details. No other impairment charges for long-lived assets were recorded during the quarters ended March 31, 2025 and 2024.

Revenue Recognition

The following table disaggregates our revenue by major source:


	Three Months Ended March 31,
(in thousands)	2025		2024
Automotive sales	$	—	$	—
Automotive leasing - Sales type	265		—
Automotive leasing - Operating type	51		2
	$	316	$	2

Automotive Sales Revenue

The Company began the production of its first vehicle the FF 91 Futurist (the “FF 91,” “FF 91 Futurist”, or “FF 91 2.0 Futurist Alliance”) in March 2023 and started making deliveries to customers in August 2023.

The Company recognizes automotive sales revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Automotive sales revenue includes cash deliveries of new vehicles, and specific other features and services including home charger, charger installation, twenty-four-seven roadside assistance, over-the-air (“OTA”) software updates, internet connectivity and destination fees that meet the definition of a performance obligation under ASC 606.

Revenue is recognized when control of the vehicle transfers upon delivery to the customer. Payments are typically received at the point control transfers or according to payment terms customary to the business as specified in the sales contract. Vehicle contracts do not contain a significant financing component. For obligations related to automotive sales, transaction prices are allocated among performance obligations based on relative standalone selling prices, determined using market prices, estimated internal costs, and comparable third-party offerings. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of its performance obligations.

Other features and services as discussed above are provisioned upon transfer of control of the vehicle and are required to be recognized on a straight-line basis over the performance period, as the Company has a stand-ready obligation to deliver such services to the customer. However, due to immateriality, revenue from other features and services are combined with the vehicle performance obligation and recognized upon the transfer of the vehicle.

The Company provides certain customers with a residual value guarantee which may or may not be exercised in the future. Residual value guarantees provided to customers had an immaterial impact on revenue for the three months ended March 31, 2025 and 2024.

Automotive Leasing Revenue

The Company accounts for its automotive leasing revenue program under ASC 606 and ASC Topic 842, Leases (“ASC 842”).

Operating Leasing Program: The Company offers a vehicle operating leasing program in the U.S., allowing qualifying customers to lease a vehicle directly from the Company for a lease term of up to 36 months. At the end of the lease term, customers are generally required to return the vehicle to the Company, at which point the Company may either sell or re-lease the returned vehicle. Leasing revenue from operating leases is recognized on a straight-line basis over the lease term, as long as collectability is probable in accordance with ASC 842. If collectability of lease payments is not probable at lease commencement, lease income is recognized on a cash basis, meaning payments received are recorded as revenue only when collected. Depreciation expense related to leased vehicles is recorded in cost of automotive leasing revenue on a straight-line basis over the lease term, reflecting the expected residual value of the vehicles at lease termination. Upfront payments related to lease agreements are deferred and recognized as revenue on a straight-line basis over the respective lease term. Taxes collected from customers in connection with automotive leasing transactions are excluded from the transaction price and reported separately in accordance with ASC 606.

Sales-Type Leasing Program: The Company enters into sales-type lease arrangements in accordance with ASC 842, under which customers generally have the option to purchase the leased vehicle at the end of the lease term, which is typically 36 months. The lease is classified as a sales-type lease when the Company concludes that the customer is reasonably certain to exercise the purchase option and, as a result, the Company expects the customer to obtain title to the vehicle upon completion of all contractual payments. At lease commencement, if collectability of the lease payments is probable, the Company derecognizes the leased vehicle and recognizes:

•Automotive leasing revenue for the present value of lease payments and any guaranteed residual value; and

•Automotive leasing cost of revenue for the carrying value of the leased vehicle.

If collectability is not deemed probable at lease commencement, revenue recognition is deferred, and lease payments received are recorded as a deposit liability. The leased vehicle remains on the Company’s balance sheet until collectability becomes probable, at which point revenue recognition is triggered.

The Company recognizes a net investment in sales-type leases, which includes both the lease receivable and the unguaranteed residual asset. The unguaranteed residual asset represents the estimated fair value of the leased vehicle at the end of the lease term that is not guaranteed by the lessee or any third party. As of March 31, 2025, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $0.3 million. The estimate of unguaranteed residual value reflects management’s judgment, informed by historical residual value experience, current market conditions, and the anticipated future utility of the leased assets.

Co-creation Arrangements

As part of the Company’s Futurist Product Officers (“FPO”) Co-Creation Delivery program, which began in August 2023, the Company has entered into co-creation agreements with certain customers. This arrangement leverages select sales and leasing customers to provide valuable driving data, insights, marketing, and brand awareness for the FF 91 vehicle. In exchange for these services, the Company compensates customers through either a monthly consulting fee or a discount on their lease payments. The services provided are considered distinct and could be purchased separately from a third party.

Management conducted a detailed evaluation of each customer’s services under the co-creation agreement, established relevant data points, and assigned a fair value to the services provided. Any payments exceeding the fair value of these services are treated as consideration paid to the customer and recorded as a reduction of revenue. For the three months ended March 31, 2025 and 2024, the Company recognized $0 in co-creation fees as a reduction of revenue in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company recorded $0.14 million and $0.16 million in co-creation fees as marketing expenses for the same periods. Co-creation fees related to R&D were considered immaterial and were included in Sales and marketing expenses in the

Customer Deposits

The Company’s customers may reserve a vehicle and preorder certain services by making a customer deposit, which is fully refundable at any time. Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits within Accrued expenses and other current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Customer deposits were $3.0 million and $3.0 million as of March 31, 2025 and December 31, 2024, respectively.

Deferred Revenue

When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance before the transfer of products or services by the Company. Unlike customer deposits, which are refundable, these advance payments are non-refundable. The Company recognizes revenue when control of the vehicle or related services transfers to the customer and defers revenue only when payments are received for undelivered products or services. Deferred revenue represents the total transaction price allocated to performance obligations that remain unsatisfied or partially unsatisfied as of the balance sheet date. As of March 31, 2025 and December 31, 2024 deferred revenue related to products and services was immaterial

Cost of Revenue

Automotive Sales Revenue

Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, and reserves for estimated warranty expenses. Cost of automotive sales revenues also includes adjustments to warranty expense.

Cost of services and other revenue includes costs associated with providing non-warranty after-sales services, costs for retail merchandise, and costs to provide vehicle insurance. Cost of services and other revenue also includes direct parts and material. Cost of services and other revenue was immaterial for the three months ended March 31, 2025 and 2024.

Automotive Leasing Program

Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expenses related to leased vehicles.

Warranties

The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item that fails due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. Management tracks warranty claims by vehicle ID, owner, and date. As the Company continues to manufacture and sell more vehicles it will reassess and evaluate its warranty claims for purposes of its warranty accrual.


	Three Months Ended March 31,
(in thousands)	2025		2024
Accrued warranty- beginning of period	$	545	$	684
Provision for warranty	(56)		38
Warranty costs incurred	(45)		(64)
Accrued warranty- end of period	$	444	$	658

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years when those temporary differences are anticipated to reverse.

A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized. The carrying value of deferred tax assets is adjusted to reflect the amount that is more likely than not to be realized. As of March 31, 2025 and December 31, 2024, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

The Company applies the guidance in ASC 740-10, Income Taxes, to account for uncertain tax positions. This guidance requires a two-step approach: (1) determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation; and (2) measure the tax benefit as the largest amount that is more likely than not to be realized upon settlement. The Company evaluates its tax positions based on a number of factors and may update its assessments as facts and circumstances change.

The Company is subject to taxation in the U.S. federal jurisdiction, the state of California, and China. The income tax provision for each period represents the aggregate estimated tax expense or benefit for these jurisdictions.

The income tax provision had a $10 thousand impact for the three months ended March 31, 2025, and no impact for the three months ended March 31, 2024, on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense. There were no material interest or penalties for the three months ended March 31, 2025 and 2024.

Recent Accounting Pronouncements

In early 2025, the Financial Accounting Standards Board (“FASB”) issued several ASUs to enhance financial reporting and provide clearer guidance on various accounting topics. As a December 31 year-end filer and a Smaller Reporting Company (“SRC”), the Company is required to adopt these ASUs in accordance with the effective dates applicable to SRCs. The Company is currently evaluating the impact of these ASUs on the Company’s financial statements and related disclosures. Below is a summary of these ASUs:

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency of income tax disclosures by requiring more detailed information about the rate reconciliation and income taxes paid, disaggregated by jurisdiction. This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

In December 2024, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires public business entities to disclose additional details about certain expenses in the notes to financial statements, such as inventory purchases, employee compensation, depreciation, and intangible asset amortization. This standard is effective for the Company beginning January 1, 2027, and will first apply to the Company’s December 31, 2027, Form 10-K, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-04, Leases (Topic 842): Common Control Arrangements. This ASU provides new guidance on lease arrangements between entities under common control, clarifying the criteria for determining whether a lease exists and how to account for such transactions. This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

Stockholders’ Equity - Series A Preferred Stock (Details)	Aug. 04, 2024	Mar. 31, 2025 $ / shares	Mar. 07, 2025 $ / shares	Jan. 28, 2025 $ / shares	Dec. 31, 2024 $ / shares
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)		$ 0.0001			$ 0.0001
Stockholder's equity, stock split, conversion ratio	0.025
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)				$ 0.0001
Purchase price per share (in dollars per share)			$ 100.00	$ 100.00

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Notes Payable

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Notes Payable



	March 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	2,500	$	139	$	(250)	$	2,389
Junior Secured SPA Notes	September 2029	10%				13,431		55		(7,426)		6,060
2024 Unsecured SPA Notes	Various through January 2030	10%				30,015		12,279		(30,964)		11,330
2025 March Unsecured SPA Notes	April 2030	10%				2,000		(44)		(1,193)		763
Notes payable – China other	Due on Demand	—%				4,132		—		—		4,132
						$	52,078	$	12,429	$	(39,833)	$	24,674


Notes payable, current portion												$	4,132
Notes payable, long-term portion												$	20,542


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	3,118	$	2,651	$	(312)	$	5,457
2023 Unsecured SPA Notes	Various dates in 2029	10	%	-	15%	4,380		2,844		(508)		6,716
Junior Secured SPA Notes	September 2029	10%				28,840		13,163		(15,944)		26,059
2024 Unsecured SPA Notes	December 2029	10%				10,015		8,741		(11,724)		7,032
Notes payable – China other	Due on Demand	—%				4,173		—		—		4,173
Auto loans	October 2026	7%				51		—		—		51
						$	50,577	$	27,399	$	(28,488)	$	49,488

Notes payable, current portion												$	4,224
Notes payable, long-term portion												$	45,264

Roll Forward of the Fair Value of Notes payable by Transaction Type


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		Notes payable – China other		Auto loans		Total
Balance as of December 31, 2024 (a)	$	5,457	$	6,716	$	26,059	$	7,032	$	—	$	4,173	$	51	$	49,488
New Issuances (b)	—		—		—		11,096		807				—		11,903

Repayment of Debt (c)	—		—		—		—		—		—		(6)		(6)

Conversion of Debt to Equity (d)	(589)		(4,692)		(9,564)		—		—		—		—		(14,845)


Fair Value Adjustments of Debt (e)	(2,479)		(2,024)		(10,435)		(6,798)		(44)		—		—		(21,780)


Other Adjustments (f)	—		—		—		—		—		(41)		(45)		(86)
Balance as of March 31, 2025 (g)	$	2,389	$	—	$	6,060	$	11,330	$	763	$	4,132	$	—	$	24,674



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $10,097 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $429 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Unsecured Convertible Notes		Notes payable – China other		Auto Loans		Total
Balance as of December 31, 2023 (a)	$	74,232	$	11,938	$	—	$	4,898	$	82	$	91,150
New Issuances (b)	1,457		—		7,577		—		—		9,034

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		(10)		(10)

Conversion of Debt to Equity (d)	(8,683)		—		—		—		—		(8,683)


Fair Value Adjustments of Debt (e)	(25,118)		(2,888)		285		—		—		(27,721)


Other Adjustments (f)	—						(1)		—		(1)
Balance as of March 31, 2024 (g)	$	41,888	$	9,050	$	7,862	$	4,897	$	72	$	63,769



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For those measured at fair value, the aggregate fair value adjustment at issuance represented a reduction of $166 thousand to the principal amount of the notes issued during the period, presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $25 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.

Schedule of Principal Maturities of Notes Payable

The future scheduled principal maturities of Notes payable as of March 31, 2025, are as follows:


(in thousands)
Due on demand	$	4,132


2025	—
2026	—
2027	—
2028	2,500
2029	25,946
2030	19,500
Thereafter	—
	$	52,078

The Company has issued various financing arrangements, including secured and unsecured notes, convertible notes, and loans. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Unsecured Convertible Notes; (iv) Junior Secured SPA Notes; (v) 2024 Unsecured SPA Notes; (vi) 2025 March Unsecured SPA Notes ; (vii) Notes payable – China other; and (viii) Auto loans.

Below is a discussion of the terms, amendments, letter agreements, and financial impacts for each category of debt.

Secured SPA Notes

Overview and Terms

The Secured SPA Notes were issued under the Secured SPA Agreement dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers. These senior secured convertible notes are supported by a second lien on substantially all of the Company’s assets and are guaranteed by the Company’s domestic subsidiaries.

The Secured SPA Notes bear an annual interest rate of 10%, increasing to 15% if interest is paid in shares of Class A Common Stock. Principal and interest are due at maturity, unless converted earlier pursuant to the Secured SPA Notes’ conversion privileges. Issued at a 10% original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90% of the VWAP for the trading day immediately prior to the conversion date. The Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $1.16. The Secured SPA Notes mature six-years from each date of issuance. The outstanding Secured SPA Notes, as of March 31, 2025, are scheduled to mature in November 2031.

In connection with the issuance of the Secured SPA Notes, the Company also granted to each purchaser a warrant (the “Secured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33% of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded. The Secured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the Secured SPA Notes. The Secured SPA Warrants are indexed to the Company’s Class A Common Stock and, as such, meet the scope exception in ASC 815-40 to be classified within equity.

The Company elected the fair value option afforded by ASC 825, Financial Instruments, with respect to the Secured SPA Notes because the notes include features, such as a contingently exercisable put option, that meet the definition of an embedded derivative. The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company also elected to apply the fair value option for all other SPA Portfolio Notes.

Amendments and Modifications

The Secured SPA Notes have undergone several amendments:

•Unanimous Written Consents: During the six months ended June 30, 2024, the Company’s Board of Directors (the “Board”) exercised its authority via a series of written consents (the “Unanimous Written Consents”) to adjust the principal conversion price of the Secured SPA Notes as it considered desirable. The Board chose to reduce the principal conversion price from $29.33 to 105% of the listed market price of the Company’s Common Stock at the close of the trading day on which a conversion notice is delivered. The adjustments to the principal conversion price were temporary in nature and contractually concluded on June 30, 2024. The actions of the Board in the Unanimous Written Consents did not trigger any full ratchet anti-dilution price protection in the Company’s debt and equity securities.

•Eleventh and Twelfth Amendments (July 11, 2024): Permitted entry into the Collateralized Loan by subordinating liens securing the Secured SPA Notes to liens under the Collateralized Loan (See Note 9, Other Financing Liabilities, Section Collateralized Loan below).

•The Waiver Agreement (August 2, 2024): Revised key financial terms of the Secured SPA Notes and 2023 Unsecured SPA Notes, including elimination of the Make-Whole Amount. The Make-Whole Amount was a provision that entitled noteholders to compensation for the interest they would have received had the notes been held to maturity. Additionally, pursuant to the Waiver Agreement, the holders agreed that accrued interest shall be due at maturity or conversion. Further, the conversion price was reduced to the lesser of (1) the conversion price then in effect, $29.33, subject to full ratchet anti-dilution price protection (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) or (2) 90% of the VWAP of the Company’s Common Stock as of the trading day ended immediately prior to the time the conversion notice is delivered to the

Company. The provisions of the Waiver Agreement will apply to all Secured SPA Notes and 2023 Unsecured SPA Notes currently issued or issuable in the future pursuant to the Secured SPA Agreement and 2023 Unsecured SPA Agreement.

Anti-Dilution Adjustments

During the year ended December 31, 2024, the Company entered into dilutive stock sale and purchase transactions, that triggered the full ratchet anti-dilution price protections embedded in the Secured SPA Notes and Secured SPA Warrants. As a result, the fixed-price conversion price of the Secured SPA Notes and exercise price of the Secured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA Agreement, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrants. The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $5.24 was less than the Secured SPA Notes and Secured SPA Warrant exercise price.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrant. The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $1.16 was less than the Secured SPA Notes conversion price and Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

Summary of Secured SPA Notes Activity

As of March 31, 2025, the fair value of the Secured SPA Notes was $2.4 million, compared to $5.5 million as of December 31, 2024. During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the Secured SPA Notes. The Company converted debt with a principal amount of $0.6 million into 602,902 shares of the Company’s Class A Common Stock. The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $0.3 million. For the three months ended March 31, 2025, the Company recognized $2.5 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended March 31, 2024, the Company received cash proceeds, net of original issue discounts of $1.5 million in exchange for the issuance of the Secured SPA Notes and incurred approximately $0.0 million in transaction costs. The Company converted debt with a principal amount of $18.3 million into 2,937,946 shares of the Company’s Class A Common Stock. The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $11.4 million. For the three months ended March 31, 2024, the Company recognized $25.1 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2023 Unsecured SPA Notes

Overview and Terms

The 2023 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated May 8, 2023, with various investors including Metaverse Horizon Limited (“MHL”), a related party. These notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

The 2023 Unsecured SPA Notes bear an annual interest rate of 10%, increasing to 15%, if interest is paid in shares of Class A Common Stock. Principal and interest are due at maturity, unless converted earlier pursuant to the 2023 Unsecured SPA Notes’ conversion privileges. Issued at a 10% original issue discount, these notes are convertible into the Company’s Class A Common Stock at the lesser of a fixed conversion price or 90% of the VWAP for the trading day immediately prior to the conversion date. The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $1.16. The 2023 Unsecured SPA Notes mature primarily six-years from each date of issuance. There were no outstanding 2023 Unsecured SPA Notes, as of March 31, 2025.

In connection with the issuance of the 2023 Unsecured SPA Notes, the Company also granted to each purchaser a warrant (the “2023 Unsecured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33% of the shares

issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded. The 2023 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2023 Unsecured SPA Notes. The 2023 Unsecured SPA Warrants are indexed to the Company’s Class A Common Stock and, as such, meet the scope exception in ASC 815-40 to be classified within equity.

The activity below does not include related party transactions, which are discussed separately in Note 8, Related Party Transactions.

Amendments, Waivers, and Modifications

The Waiver Agreement dated August 2, 2024, revised the terms of the Secured SPA Notes and 2023 Unsecured SPA Notes. The terms of the 2023 Unsecured SPA Notes are substantially similar to those of the Secured SPA Notes and were similarly impacted by the Waiver Agreements. Details of the Waiver Agreements and their effects on the Secured SPA Notes and 2023 Unsecured SPA Notes are discussed in the section on Secured SPA Notes.

Anti-Dilution Adjustments

During the year ended December 31, 2024, the Company entered into dilutive stock sale and purchase transactions, that triggered the full ratchet anti-dilution price protections embedded in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrants. As a result, the fixed-price conversion price of the 2023 Unsecured SPA Notes and exercise price of the 2023 Unsecured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrants. The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $5.24 was less than the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant exercise price.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant. The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $1.16 was less than the 2023 Unsecured SPA Notes conversion and Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

Summary of 2023 Unsecured SPA Notes Activity

There were no outstanding 2023 Unsecured SPA Notes, as of March 31, 2025. As of December 31, 2024, the fair value of the 2023 Unsecured SPA Notes was $6.7 million. During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the 2023 Unsecured SPA Notes. The Company converted debt with a principal amount of $4.4 million into 4,167,764 shares of the Company’s Class A Common Stock. The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $2.8 million. For the three months ended March 31, 2025, the Company recognized $2.0 million gain from fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended March 31, 2024, the Company did not receive cash proceeds, incur transaction costs, in exchange for the issuance of the 2023 Unsecured SPA Notes or conversion of 2023 Unsecured SPA Notes into shares of the Company’s Class A Common Stock. For the three months ended March 31, 2024, the Company recognized a $2.9 million gain from fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

Unsecured Convertible Notes

Overview and Terms

In 2024 and 2025, the Company issued unsecured convertible note (the “Unsecured Convertible Notes”), with various investors including MHL, a related party. These Unsecured Convertible Notes, mature three months from issuance, accrue interest at 4.27% and are convertible at issuance into Class A Common Stock, certain SPA Portfolio Notes, or a future security purchase agreement issued by the Company. The activity below does not include related parties activity, discussed separately in Note 8, Related Party Transactions.

The Company elected the fair value option afforded by ASC 825, Financial Instruments, with respect to the Unsecured Convertible Notes because the notes are exchangeable into SPA Portfolio Notes and the Company expects that to be how the Unsecured Convertible Notes settle. The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Summary of Unsecured Convertible Notes Activity

There were no outstanding Unsecured Convertible Notes as of March 31, 2025, following their conversion into other SPA Portfolio Notes during the year ended December 31, 2024. During the three months ended March 31, 2025, the Company issued related party Unsecured Convertible Notes discussed separately in Note 8, Related Party Transactions.

During the three months ended March 31, 2024, the Company received cash proceeds, net of original issue discounts of $7.6 million in exchange for the issuance of the Unsecured Convertible Notes and incurred approximately zero in transaction costs. For the three months ended March 31, 2024, the Company recognized a $0.3 million loss from fair value remeasurement of Unsecured Convertible Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Junior Secured SPA Notes

Overview and Terms

The Junior Secured SPA Notes were issued under the Junior Secured SPA dated September 5, 2024. These notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10%. Principal and interest are payable at maturity or at each conversion date. The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $1.05, or (2) the average VWAP of the common stock for the five previous trading days. Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2025 the fixed price conversion price was $1.16. These notes mature in September 2029.

The Junior Secured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded. The Junior SPA Warrants are exercisable immediately with a term of five years. The Company issued to the placement agent for the transaction a warrant (the “Placement Agent Warrant”) identical to that of the Junior Secured SPA Investors for 202,768 shares of Common Stock, exercisable immediately. These warrants are subject to the same full ratchet anti-dilution price protection as the Junior Secured SPA Notes. The Company’s Junior SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity. The Junior SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company.

The Junior Secured SPA Investors were issued incremental warrants (the “Junior SPA Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments. The Junior SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions. See Note 14, Fair Value of Financial Instruments for further details on the Junior SPA Incremental Warrants.

Amendments and Modifications

•Letter Agreements: On January 28, 2025, the Company entered into a letter agreement (“September Letter Agreement”) with certain Junior Secured SPA Investors. These investors agreed not to convert outstanding notes below the initial $5.24 conversion price prior to the Company’s receipt of stockholder approval for the issuance of the

Junior Secured SPA Notes, Junior SPA Warrants and Junior SPA Incremental Warrants. In return, the Company agreed to issue “True-Up Shares” after approval to adjust for any pre-approval conversions, based on a formula considering accrued interest and market pricing. The Letter Agreement include a provision preventing the issuance of shares if the Company's available authorized stock is insufficient. However, the Company must deliver the shares once a sufficient number of authorized but unissued shares becomes available.

Anti-Dilution Adjustments

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants. The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $1.16 was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the three months ended March 31, 2025 there have not been any dilutive stock sale and purchase transactions.

Summary of Junior Secured SPA Notes Activity

As of March 31, 2025, the fair value of the Junior Secured SPA Notes was $6.1 million, compared to $26.1 million as of December 31, 2024. During the three months ended March 31, 2025, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the Junior Secured SPA Notes. During the three months ended March 31, 2025, the Company converted debt with a principal amount $15.4 million into 113,958,070 shares of the Company’s Class A Common Stock. The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $12.8 million. For the three months ended March 31, 2025, the Company recognized $10.4 million gain from fair value remeasurement of Junior Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no Junior Secured SPA Notes activity during and three months ended March 31, 2024.

2024 Unsecured SPA Notes

Overview and Terms

The 2024 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated December 21, 2024. These notes bear an annual interest rate of 10%. Principal and interest are payable at maturity or at each conversion date. The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price, which was $1.16 at issuance, or (b) the greater of (1) the floor price, $1.05, or (2) the lowest one-day VWAP of the common stock for the five previous trading days. 2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection. These notes mature on various dates through January 2030.

The 2024 Unsecured SPA Investors (defined below) were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor. The 2024 Unsecured SPA Warrants are exercisable immediately with a term of five years. 2024 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2024 Unsecured SPA Notes. The Company’s 2024 Unsecured SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity. The 2024 Unsecured SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company in a manner that is not consistent with the holders of the Company’s Common Stock

The 2024 Unsecured SPA Investors were issued incremental warrants (the “2024 Unsecured SPA Incremental Warrants”) to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments. The 2024 Unsecured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions. See Note 14, Fair Value of Financial Instruments for further details on the 2024 Unsecured SPA Incremental Warrants.

Amendments and Modifications

•Letter Agreements: On January 28, 2025, the Company entered into a letter agreement (“September Letter Agreement”) with certain the Company entered into a similar letter agreement (“December Letter Agreement”) with

certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment. These investors agreed not to convert outstanding notes below the initial $1.16 conversion price before stockholder approval for the issuance of the 2024 Unsecured SPA Notes, 2024 Unsecured SPA Warrants and 2024 Unsecured Incremental Warrants. The Company agreed to issue True-Up Shares post-approval using an adjustment formula. Additionally, if a resale registration statement becomes effective, and the conversion price exceeds the prior day's closing bid price, the conversion price will be adjusted downward. December Letter Agreement includes a provision preventing the issuance of shares if the Company's available authorized stock is insufficient. However, the Company must deliver the shares once sufficient stock becomes available.

Summary of 2024 Unsecured SPA Notes Activity

As of March 31, 2025, the fair value of the 2024 Unsecured SPA Notes was $11.3 million, compared to $7.0 million as of December 31, 2024. During the three months ended March 31, 2025, the Company received cash proceeds, net of original issue discounts of $20.0 million in exchange for the issuance of the 2024 Unsecured SPA Notes and incurred approximately zero in transaction costs. The Company did not convert any 2024 Unsecured SPA Notes into shares of the Company’s Class A Common Stock during the three months ended March 31, 2025. For the three months ended March 31, 2025, the Company recognized a $6.8 million gain from fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no 2024 Unsecured SPA Notes activity during and three months ended March 31, 2024.

2025 March Unsecured SPA Notes

Overview and Terms

On March 21, 2025, the Company entered into a securities purchase agreement (the “2025 March Unsecured SPA”) with certain accredited investors, including MHL a related party, pursuant to which the Company agreed to issue and sell up to $41.0 million in aggregate principal amount of senior unsecured convertible promissory notes (the “2025 March Unsecured SPA Notes”). The 2025 March Unsecured SPA permits up to four closings, each subject to specified closing conditions including minimum trading price and volume thresholds. Additional closings may occur in future periods, subject to investor election and satisfaction of the conditions in the 2025 March Unsecured SPA Notes. The activity below does not include related parties activity, discussed separately in Note 8, Related Party Transactions.

As of March 31, 2025, the Company received proceeds in the amount of $2.3 million in advance of the first closing, which occurred on April 4, 2025. These proceeds are reported as outstanding notes as of March 31, 2025.

The 2025 March Unsecured SPA Notes mature five years from the date of issuance and bear interest at a fixed rate of 10% per annum. Interest is payable on each conversion date or at maturity and may be settled in cash, shares of Class A common stock, or a combination thereof, at the Company’s election and subject to certain conditions. In the event of a default, the interest rate increases to 18% per annum. The Company may redeem the notes at a premium of 10% over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal. In a bankruptcy-related default, the notes are redeemable at a 25% premium, unless waived by the holder.

The 2025 March Unsecured SPA Notes are convertible at the option of the holder into shares of the Company’s Class A common stock at an initial fixed conversion price of $1.29 per share, subject to customary anti-dilution adjustments. The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8% premium, by the conversion price. The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater of $1.048 per share (the “floor price”) and the lowest volume-weighted average price (VWAP) of the Class A common stock during the five trading days immediately preceding the conversion notice. If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount. 2025 March Unsecured SPA Notes are subject to full ratchet anti-dilution price protection.

The “2025 March Unsecured SPA Investors were issued warrants (the “2025 March Unsecured SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the 2025 March Unsecured SPA Notes funded. The 2025 March Unsecured SPA Warrants are exercisable immediately with a term of five years. 2025 March Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2025 March Unsecured SPA Notes. The Company’s 2025 March Unsecured SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity. The 2025 March Unsecured SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company in a manner that is not consistent with the holders of the Company’s Common Stock.

The 2025 March Unsecured SPA Investors were issued incremental warrants (the “2025 March Unsecured SPA Incremental Warrants”)to purchase additional 2025 March Unsecured SPA Notes up to the amounts funded under their 2025 March Unsecured SPA commitments. The 2025 March Unsecured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions. See Note 14, Fair Value of Financial Instruments for further details on the 2025 March Unsecured SPA Incremental Warrants.

Summary of 2025 March Unsecured SPA Notes Activity

As of March 31, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes, was approximately $0.8 million. During the three months ended March 31, 2025, the Company received cash proceeds, net of original issue discounts of $2.3 million in connection with the 2025 March Unsecured SPA Notes and incurred approximately $0.1 million in transaction costs. The Company recognized a change in fair value of approximately zero during the three months ended March 31, 2025, related to the 2025 March Unsecured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Fair Value of Financial Instruments - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Net loss	$ (10,278)	$ (48,217)
Class A Common Stock
Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock:
Basic (in shares)	75,749,893	1,837,959
Diluted (in shares)	75,749,893	1,837,959
Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic (in dollars per share)	$ (0.14)	$ (26.23)
Diluted (in dollars per share)	$ (0.14)	$ (26.23)
Class B Common Stock
Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock:
Basic (in shares)	75,749,893	1,837,959
Diluted (in shares)	75,749,893	1,837,959
Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic (in dollars per share)	$ (0.14)	$ (26.23)
Diluted (in dollars per share)	$ (0.14)	$ (26.23)

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	Mar. 31, 2025
Buildings
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	39 years
Building improvements
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	15 years
Computer hardware
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	5 years
Tooling, machinery, and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	5 years
Tooling, machinery, and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	10 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	5 years
Lease vehicles
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	7 years
Computer software
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	3 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life  (in years)	15 years

Notes Payable - Schedule of Note Payable Rollforward (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Notes Payable [Roll Forward]
Fair Value Measurement Adjustments	$ 10,097,000	$ 166,000
Debt issuance costs, net	429,000	25,000
Notes Payable
Notes Payable [Roll Forward]
Beginning balance	49,488,000	91,150,000	$ 91,150,000
New Issuances	11,903,000	9,034,000
Repayments of Debt	(6,000)	(10,000)
Conversion of Debt to Equity	(14,845,000)	(8,683,000)
Fair Value Adjustments of Debt	(21,780,000)	(27,721,000)
Other Adjustments	(86,000)	(1,000)
Ending balance	24,674,000	63,769,000	49,488,000
Fair Value Measurement Adjustments	12,429,000		27,399,000
Secured SPA Notes \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	5,457,000	74,232,000	74,232,000
New Issuances	0	1,457,000
Repayments of Debt	0	0
Conversion of Debt to Equity	(589,000)	(8,683,000)
Fair Value Adjustments of Debt	(2,479,000)	(25,118,000)
Other Adjustments	0	0
Ending balance	2,389,000	41,888,000	5,457,000
Fair Value Measurement Adjustments	139,000		2,651,000
2023 Unsecured SPA Notes \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	6,716,000	11,938,000	11,938,000
New Issuances	0	0
Repayments of Debt	0	0
Conversion of Debt to Equity	(4,692,000)	0
Fair Value Adjustments of Debt	(2,024,000)	(2,888,000)
Other Adjustments	0
Ending balance	0	9,050,000	6,716,000
Fair Value Measurement Adjustments			2,844,000
Unsecured Convertible Note \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance		0	0
New Issuances		7,577,000
Repayments of Debt		0
Conversion of Debt to Equity		0
Fair Value Adjustments of Debt		285,000
Other Adjustments
Ending balance	0	7,862,000
Junior Secured SPA Notes \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	26,059,000
New Issuances	0
Repayments of Debt	0
Conversion of Debt to Equity	(9,564,000)
Fair Value Adjustments of Debt	(10,435,000)
Other Adjustments	0
Ending balance	6,060,000		26,059,000
2024 Unsecured SPA Notes \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	7,032,000
New Issuances	11,096,000
Repayments of Debt	0
Conversion of Debt to Equity	0
Fair Value Adjustments of Debt	(6,798,000)
Other Adjustments	0
Ending balance	11,330,000		7,032,000
Fair Value Measurement Adjustments	12,279,000		8,741,000
2025 March Unsecured SPA Notes \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	0
New Issuances	807,000
Repayments of Debt	0
Conversion of Debt to Equity	0
Fair Value Adjustments of Debt	(44,000)
Other Adjustments	0
Ending balance	763,000		0
Fair Value Measurement Adjustments	(44,000)
Notes payable – China other \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	4,173,000	4,898,000	4,898,000
New Issuances		0
Repayments of Debt	0	0
Conversion of Debt to Equity	0	0
Fair Value Adjustments of Debt	0	0
Other Adjustments	(41,000)	(1,000)
Ending balance	4,132,000	4,897,000	4,173,000
Fair Value Measurement Adjustments	0		0
Auto loans \| Notes Payable
Notes Payable [Roll Forward]
Beginning balance	51,000	82,000	82,000
New Issuances	0	0
Repayments of Debt	(6,000)	(10,000)
Conversion of Debt to Equity	0	0
Fair Value Adjustments of Debt	0	0
Other Adjustments	(45,000)	0
Ending balance	$ 0	$ 72,000	51,000
Fair Value Measurement Adjustments			$ 0

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities
Net loss	$ (10,278)	$ (48,217)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	17,527	17,728
Amortization of operating lease right-of-use assets and intangible assets	553	749
Non-cash interest expense	814	0
Stock-based compensation	301	542
Loss (gain) on disposal on property, plant, and equipment	44	(87)
Gain from forgiveness of accounts payable and deposits, net	0	(518)
HSL s.l.r. settlement adjustment	(295)	0
Gain on foreign exchange	0	(2,105)
Change in fair value of notes payable, warrant liabilities, and derivative call options	(51,458)	(27,885)
Change in fair value of related party notes payable and related party warrant liabilities	277	7
Changes in operating assets and liabilities:
Accounts receivables	(664)	0
Deposits	(2,823)	5,955
Inventory	362	4,804
Other current and non-current assets	2,515	(1,808)
Accounts payable	(651)	3,559
Financial obligations on lease back transaction	0	751
Operating lease liabilities	(703)	(755)
Net cash used in operating activities	(20,295)	(14,719)
Cash flows from investing activities
Proceeds from the sale of equipment	0	87
Payments for property and equipment	(1,568)	(99)
Net cash used in investing activities	(1,568)	(12)
Cash flows from financing activities
Proceeds from other financial obligations	1,133	0
Payments of notes payable and other financing obligations	(309)	0
Payments of notes payable issuance costs	(99)	(25)
Net cash provided by financing activities	24,601	12,013
Effect of exchange rate changes on cash and restricted cash	(419)	(2)
Net (decrease) increase in cash and restricted cash	2,319	(2,720)
Cash and restricted cash, beginning of period	7,174	4,025
Cash and restricted cash, end of period	9,493	1,305
Cash and restricted cash
Cash	9,458	407
Restricted cash	35	898
Cash, cash equivalents, restricted cash, and restricted cash equivalents	9,493	1,305
Supplemental disclosure of cash flow information
Cash paid for interest	1,376	465
Cash paid for taxes	0	0
Supplemental disclosure of noncash investing and financing activities
Additions of property and equipment included in accounts payable and accrued expenses	0	45,424
Settlement of HSL s.l.r. liability in Class A Common Stock	1,185	0
Conversion of notes payable, related party notes payable and accrued interest into Class A Common Stock	15,573	9,118
Issuance of warrants with the SPA Portfolio Notes	15,084	1
Nonrelated Party
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of notes payable	15,920	11,403
Changes in operating assets and liabilities:
Accrued expenses and other current and non-current liabilities	6,945	1,749
Accrued interest expense	0	5,114
Cash flows from financing activities
Proceeds from notes payable, net of original issuance discount	22,000	9,038
Related Party
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of notes payable	1,180	14,295
Changes in operating assets and liabilities:
Accrued expenses and other current and non-current liabilities	139	0
Cash flows from financing activities
Proceeds from notes payable, net of original issuance discount	$ 1,876	$ 3,000

Stockholders’ Equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Stockholders’ Equity

The number of authorized, issued and outstanding stock, were as follows:


	March 31, 2025
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	—
Class A Common Stock	124,815,625	86,786,748
Class B Common Stock	4,429,688	6,667
	139,245,313	86,793,415


	December 31, 2024
	Authorized Shares	Issued Shares
Preferred Stock	10,000,000	1
Class A Common Stock	99,815,625	65,919,127
Class B Common Stock	4,429,688	6,667
	114,245,313	65,925,795

Amendments to the Company’s Certificate of Incorporation

On the Closing Date of the Business Combination, the Company’s shareholders adopted the Company’s Second Amended and Restated Certificate of Incorporation. The amendment set forth the rights, privileges, and preferences of the Common Stock. The amendment authorizes the issuance of 10,000,000 shares of Preferred Stock with such designations, rights and preferences as may be determined from time to time by the Board. The Board is empowered, without stockholder approval, to issue the Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock; provided that any issuance of preferred stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock.

Increase in Authorized Shares and Reverse Stock Split (February 2024)

On February 5, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of the State of Delaware to effect an increase in the authorized shares of Common Stock from 3,860,938 to 34,748,438.

At a special meeting of the Company’s stockholders held on February 5, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Common Stock by a ratio of 1-for-3 (the “Second Reverse Stock Split”), with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue. On February 23, 2024, the Company filed a second amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect this reverse stock split and to set the number of authorized shares of Common Stock to 11,582,813 (which is 34,748,438 divided by 3). Pursuant to the Certificate of Amendment, effective on February 29, 2024, every three shares of the issued and outstanding Common Stock was automatically converted into one share of Common Stock, without any change in par value per share and the number of authorized shares of Common Stock was reduced to 11,582,813. No fractional shares of Common Stock were issued as a result of the Second Reverse Stock Split. Stockholders who would otherwise have received a fractional share were instead issued a full share in lieu of such fractional share.

Increase in Authorized Shares, Reverse Stock Split, Adjustments to Share Reserves (July/August 2024)

At the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 11,582,813 to 104,245,313, increasing the total number of authorized shares of the Common Stock and preferred stock from 12,582,813 to 114,245,313. On August 1, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of State of the State of Delaware to effect such increase.

Also at the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect the reverse stock split of the outstanding Common Stock by a ratio of between 1-for-2 and 1-for-40, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting, and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue. The Board subsequently approved the implementation of the 1-for-40 stock split ratio (the “Third Reverse Stock Split”), and the Company filed an amendment (the “Fourth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Third Reverse Stock Split and to set the number of authorized shares of Common Stock to 104,245,313. Pursuant to the Fourth Certificate of Amendment, effective after market close on August 16, 2024 (the “Effective Time”), every 40 shares of the issued and outstanding Common Stock were automatically converted into one share of Common Stock, without any change in par value per share, and the number of authorized shares of Common Stock were reduced to 104,245,313.

The Class A Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis for the August 2024 Reverse Stock Split at the opening of trading on August 19, 2024, under the symbol “FFIE” with a new CUSIP number (307359 885). The Class B Common Stock also received a new CUSIP number (307359 877).

The Company’s Public Warrants continued to trade on The Nasdaq Capital Market under the symbol “FFIEW,” with the CUSIP number unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable upon exercise of each warrant was proportionately decreased, and the exercise price adjusted. Accordingly, for the Company’s warrants trading under the symbol “FFIEW,” every 40 warrants became exercisable for one share of Class A Common Stock at an exercise price of $110,400.00 per share of Class A Common Stock.

At the Effective Time, the number of shares of Common Stock reserved for issuance under the 2021 SI Plan (as defined below), the Company’s Smart King Ltd. Equity Incentive Plan, and the Company’s Smart King Ltd. Special Talent Incentive Plan (collectively, the “Plans”), as well as the number of shares subject to the then-outstanding awards under each of the Plans, were proportionately adjusted, using the 1-for-40 ratio, rounded down to the nearest whole share. In addition, the exercise price of the then-outstanding options under each of the Plans was proportionately adjusted, using the 1-for-40 ratio, rounded up to the nearest whole cent. Proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants and convertible securities, as well as the applicable exercise or conversion prices.

Change in Trading Symbols (March 2025)

Effective March 10, 2025, the Class A Common Stock and Public Warrants currently trade under the new ticker symbols “FFAI” and “FFAIW,” respectively, on The Nasdaq Capital Market.

Increase in Authorized Shares (March 2025)

At the special meeting of the Company’s stockholders held on March 7, 2025, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 104,245,313 to 129,245,313, increasing the total number of authorized shares of the Common Stock and preferred stock from 114,245,313 to 139,245,313. On March 10, 2025, the Company filed a Fifth Certificate of Amendment (the “Fifth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase.

Series A Preferred Stock

On January 28, 2025, in connection with a purchase agreement entered into with Mr. Aydt, the Company’s Global Co-CEO, the Company filed a Series A Certificate of Designation with the Secretary of State of the State of Delaware. The Series A Certificate of Designation designated one share of the Company’s Preferred Stock as Series A preferred stock, par value $0.0001 per share and established the preferences, rights and limitations thereof. The closing of the sale and purchase of the shares of the Series A Preferred was completed on January 28, 2025 for a purchase price of $100.00.

The Series A Preferred Stock was redeemed on March 7, 2025, for a redemption price of $100.00, following the special meeting of stockholders.

Common Stock

Voting

The holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders until the occurrence of a Qualifying Equity Market Capitalization, following which holders of Class B Common Stock shall be entitled to ten votes per share and shall continue to be entitled to ten votes per share regardless of whether the Qualifying Equity Market Capitalization shall continue to exist or not thereafter.

Conversion

Shares of Class B Common Stock have the right to convert into shares of Class A Common Stock at any time at the rate of one share of Class A Common Stock for each share of Class B Common Stock. Class A Common Stock does not have the right to convert into Class B Common Stock.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of the shares of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.

Warrants

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of March 31, 2025 were as follows:


	Number of Warrants	Exercise Price	Expiration Date
Ares Warrants	5,776,657	$1.16	August 5, 2027
SPA Warrants	15,238	$1.16	Various through November 1, 2031
Junior SPA Warrants	5,931,638	$1.16	Various through September 30, 2029
2024 Unsecured SPA Warrants	25,874,953	$1.39	Various through January 21, 2030
2025 March Unsecured SPA Warrants	3,438,357	$1.55	April 4, 2030
Public Warrants	2,453	$110,400.00	July 21, 2026
Private Warrants	12	$110,400.00	July 21, 2026
	41,039,308

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2024 were as follows:


	Number of Warrants	Exercise Price		Expiration Date
Ares warrants	5,776,657	$	1.16	August 5, 2027
SPA Warrants	15,238	$	1.16	Various through November 1, 2031
Junior SPA Warrants	5,931,638	$	1.16	Various through September 30, 2029
2024 Unsecured SPA Warrants	10,788,746	$	1.39	December 31, 2029
Public Warrants	2,453	$	110,400.00	July 21, 2026
Private Warrants	12	$	110,400.00	July 21, 2026
	22,514,744

There were no warrants exercised for the three months ended March 31, 2025 or during the three months ended March 31, 2024.

The above Ares warrants and SPA Portfolio Note warrants contain full ratchet anti-dilution price protection that requires the exercise price to be adjusted if the Company sells shares of Common Stock below the current exercise price. There were not any dilutive events during the three months ended March 31, 2025 and 2024.

Insufficient Authorized Shares

From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging, due to the Company having insufficient authorized shares to fully settle the equity-linked financial instruments in shares. In such case, the Company applies a sequencing policy under ASC 815-40, Contracts in Entity’s Own Equity, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary due to the Company’s inability to demonstrate it has sufficient authorized shares to settle the equity-linked financial instrument in shares, the Company will reclassify contracts that have overlapping settlement dates with the latest inception date as derivative instruments. The contracts reclassified as derivative instruments are recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled or the Company has sufficient authorized, unissued shares to settle such contracts with shares. The Company has elected to apply the same sequencing policy for share-based compensation arrangements if the Company granted share-based payment arrangements where the Company may have insufficient shares to settle the contract.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets
Cash	$ 9,458	$ 7,144
Restricted cash	35	30
Accounts receivable	664	0
Inventory, net	27,124	27,486
Deposits	33,919	31,094
Other current assets	5,271	6,127
Total current assets	76,471	71,881
Property, plant and equipment, net	331,465	348,587
Operating lease right-of-use assets, net	1,208	1,761
Other non-current assets	1,440	3,171
Total assets	410,584	425,400
Current liabilities
Accounts payable	70,697	71,414
Accrued expenses and other current liabilities	61,492	56,754
Other financing liabilities, current portion	803	761
Operating lease liabilities, current portion	1,364	2,128
Total current liabilities	188,778	192,707
Other financing liabilities, long term portion	40,489	38,698
Operating lease liabilities, long term portion	10	14
Other liabilities	1,075	1,287
Total liabilities	270,776	310,433
Stockholders’ equity
Preferred Stock, 0.0001 par value; 10,000,000 shares authorized; zero and one shares issued and outstanding as of March 31, 2025 and December 31, 2024 respectively	0	0
Additional paid-in capital	4,456,374	4,421,563
Accumulated other comprehensive income	8,050	7,744
Accumulated deficit	(4,324,624)	(4,314,346)
Total stockholders’ equity	139,808	114,967
Total liabilities and stockholders’ equity	410,584	425,400
Nonrelated Party
Current liabilities
Accrued expenses and other current liabilities	50,388	45,677
Warrant liabilities	22,498	28,864
Accrued interest	25	25
Notes payable	4,132	4,224
Notes payable, long-term portion	20,542	45,264
Derivative call options	16,064	29,709
Related Party
Current liabilities
Accrued expenses and other current liabilities	11,104	11,077
Warrant liabilities	1,126	0
Accrued interest	22,343	23,227
Notes payable	4,298	5,310
Notes payable, long-term portion	2,825	2,754
Derivative call options	993	0
Class A Common Stock
Stockholders’ equity
Common stock	8	6
Class B Common Stock
Stockholders’ equity
Common stock	$ 0	$ 0

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2025

Schedule of Debt

The tables below summarize the related party note payable agreements as of March 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.


	March 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates			Net Carrying Value

Unsecured Convertible Note	June 2025 (3)	4.27%			$	451
2025 March Unsecured SPA Notes	April 2030	10.00%			143
Notes Payable — China	April 2027	18.0	%	(2)	4,215
Notes Payable on Demand — China	Due on Demand	—%			413
FFGP Note	Various 2024 (1)	4.27%			1,576
Convertible FFGP Note	May 2024 (1)	4.27%			250
Other Notes	Due on Demand	12.0%			75
					$	7,123

Related party notes payable, current					$	4,298
Related party notes payable, long-term					$	2,825
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.
(2) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company remained in compliance with the payment schedule, and no contingent interest has been recorded as of March 31, 2025.
(3) Subsequent to March 31, 2025 and prior to the issuance of these financial statements, MHL exchanged the Unsecured Convertible Note due June 2025 into 2025 March Unsecured SPA Notes pursuant to the terms of the original agreement. As a result, management classified the Unsecured Convertible Note as a long-term related party debt instrument for the period ended March 31, 2025.


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates	Net Carrying Value
Unsecured Convertible Note	April 2024 (1)	4.27%	$	1,364
Notes Payable — China	April 2027	18.0%	4,382
Notes Payable on Demand — China	Due on Demand	—%	417
FFGP Note	Various (1)	4.27%	1,576
Convertible FFGP Note	May 2024 (1)	4.27%	250
Other Notes	Due on demand	12.00%	75
			$	8,064

Related party notes payable, current			$	5,310
Related party notes payable, long-term			$	2,754
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.

Schedule of Notes Payable



	March 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	2,500	$	139	$	(250)	$	2,389
Junior Secured SPA Notes	September 2029	10%				13,431		55		(7,426)		6,060
2024 Unsecured SPA Notes	Various through January 2030	10%				30,015		12,279		(30,964)		11,330
2025 March Unsecured SPA Notes	April 2030	10%				2,000		(44)		(1,193)		763
Notes payable – China other	Due on Demand	—%				4,132		—		—		4,132
						$	52,078	$	12,429	$	(39,833)	$	24,674


Notes payable, current portion												$	4,132
Notes payable, long-term portion												$	20,542


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	3,118	$	2,651	$	(312)	$	5,457
2023 Unsecured SPA Notes	Various dates in 2029	10	%	-	15%	4,380		2,844		(508)		6,716
Junior Secured SPA Notes	September 2029	10%				28,840		13,163		(15,944)		26,059
2024 Unsecured SPA Notes	December 2029	10%				10,015		8,741		(11,724)		7,032
Notes payable – China other	Due on Demand	—%				4,173		—		—		4,173
Auto loans	October 2026	7%				51		—		—		51
						$	50,577	$	27,399	$	(28,488)	$	49,488

Notes payable, current portion												$	4,224
Notes payable, long-term portion												$	45,264

The future scheduled principal maturities of Related party notes payable as of March 31, 2025, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	488


2025 (9 months remaining)	4,813
2026	1,983
2027	745
2028	—
2029	—
2030	376
Thereafter	—
	$	8,405

- Definition

+ References

+ Details

Stockholders’ Equity - Warrants (Details) - $ / shares	3 Months Ended	12 Months Ended
Stockholders’ Equity - Warrants (Details) - $ / shares	Mar. 31, 2025	Dec. 31, 2024	Jul. 31, 2024
Class of Warrant or Right [Line Items]
Class of warrant or right, exercised during the period	0	0
Exercise price (in dollars per share)			$ 110,400
SPA Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 1.16	$ 1.16
Ares Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 1.16	$ 1.16

Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation	$ 17,500	$ 17,700
Gain (loss) on disposition of property plant equipment	(44)	$ 87
Accumulated depreciation, depletion and amortization, sale or disposal of property, plant and equipment	200
Asset retirement obligation	$ 800		$ 800

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Nature of Business and Organization

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday” “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc. and its wholly-owned subsidiaries, and controlled and managed entities.

The Company is a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through its subsidiaries and is headquartered in 18455 S. Figueroa Street, Gardena, CA 90248.

The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company manufactures its vehicles at its production facility in Hanford, California, known as “FF ieFactory California” and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.

Principles of Consolidation

Basis of Presentation

Use of Estimates and Judgments

Reverse Stock Splits and Recasting of Per-Share Amounts

Segments

Summary of Significant Accounting Policies

Property, Plant and Equipment, Net


			Useful Life (in years)
Buildings			39
Building improvements			15
Computer hardware			5
Tooling, machinery, and equipment			5 to 10
Vehicles			5
Lease vehicles			7
Computer software			3
Leasehold improvements			Shorter of 15 years or term of the lease

Impairment of Long-Lived Assets

Revenue Recognition

The following table disaggregates our revenue by major source:


	Three Months Ended March 31,
(in thousands)	2025		2024
Automotive sales	$	—	$	—
Automotive leasing - Sales type	265		—
Automotive leasing - Operating type	51		2
	$	316	$	2

Automotive Sales Revenue

Automotive Leasing Revenue

The Company accounts for its automotive leasing revenue program under ASC 606 and ASC Topic 842, Leases (“ASC 842”).

•Automotive leasing revenue for the present value of lease payments and any guaranteed residual value; and

•Automotive leasing cost of revenue for the carrying value of the leased vehicle.

Co-creation Arrangements

Customer Deposits

Deferred Revenue

Cost of Revenue

Automotive Sales Revenue

Automotive Leasing Program

Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expenses related to leased vehicles.

Warranties


	Three Months Ended March 31,
(in thousands)	2025		2024
Accrued warranty- beginning of period	$	545	$	684
Provision for warranty	(56)		38
Warranty costs incurred	(45)		(64)
Accrued warranty- end of period	$	444	$	658

Income Taxes

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 21, 2025	Dec. 31, 2024	Mar. 31, 2024
Debt Outstanding [Abstract]
Fair Value Measurement Adjustments	$ 10,097			$ 166
Nonrelated Party
Debt Outstanding [Abstract]
Notes payable	4,132		$ 4,224
Notes payable, long-term portion	20,542		45,264
Notes Payable
Debt Outstanding [Abstract]
Unpaid Principal Balance	52,078		50,577
Fair Value Measurement Adjustments	12,429		27,399
Original Issue Discount and Proceeds Allocated to Warrants	(39,833)		(28,488)
Net Carrying Value	24,674		49,488
Secured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Unpaid Principal Balance	2,500		3,118
Fair Value Measurement Adjustments	139		2,651
Original Issue Discount and Proceeds Allocated to Warrants	(250)		(312)
Net Carrying Value	$ 2,389		5,457
2023 Unsecured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Unpaid Principal Balance			4,380
Fair Value Measurement Adjustments			2,844
Original Issue Discount and Proceeds Allocated to Warrants			(508)
Net Carrying Value			$ 6,716
Junior Secured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	10.00%		10.00%
Unpaid Principal Balance	$ 13,431		$ 28,840
Fair Value Measurement Adjustments	55		13,163
Original Issue Discount and Proceeds Allocated to Warrants	(7,426)		(15,944)
Net Carrying Value	$ 6,060		$ 26,059
2024 Unsecured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	10.00%		10.00%
Unpaid Principal Balance	$ 30,015		$ 10,015
Fair Value Measurement Adjustments	12,279		8,741
Original Issue Discount and Proceeds Allocated to Warrants	(30,964)		(11,724)
Net Carrying Value	$ 11,330		$ 7,032
2025 March Unsecured SPA Notes
Debt Outstanding [Abstract]
Contractual Interest Rates		10.00%
2025 March Unsecured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	10.00%	18.00%
Unpaid Principal Balance	$ 2,000
Fair Value Measurement Adjustments	(44)
Original Issue Discount and Proceeds Allocated to Warrants	(1,193)
Net Carrying Value	$ 763
Notes payable – China other \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	0.00%		0.00%
Unpaid Principal Balance	$ 4,132		$ 4,173
Fair Value Measurement Adjustments	0		0
Original Issue Discount and Proceeds Allocated to Warrants	0		0
Net Carrying Value	$ 4,132		$ 4,173
Auto loans \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates			7.00%
Unpaid Principal Balance			$ 51
Fair Value Measurement Adjustments			0
Original Issue Discount and Proceeds Allocated to Warrants			0
Net Carrying Value			$ 51
Minimum \| Secured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	10.00%		10.00%
Minimum \| 2023 Unsecured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	10.00%		10.00%
Maximum \| Secured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	15.00%		15.00%
Maximum \| 2023 Unsecured SPA Notes \| Notes Payable
Debt Outstanding [Abstract]
Contractual Interest Rates	15.00%		15.00%

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Antidilutive Shares Excluded From Calculation of Diluted Net Loss Per Share

The table below presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock attributable to Common Stock stockholders due to their antidilutive effect:


	Three Months Ended March 31,
	2025	2024
Shares issuable upon conversion of SPA Portfolio Notes	44,298,705	2,331,077
Shares issuable upon conversion of Unsecured Convertible Notes	1,809,969	390,601
Shares issuable upon exercise of equity classified SPA Portfolio Note warrants	15,238	13,968
Shares issuable upon exercise of liability classified SPA Portfolio Note warrants	35,244,948	—
Other warrants	5,776,657	228,482
Stock-based compensation awards – Options	2,514	2,731
Stock-based compensation awards – RSUs	155,134	21,439
Public warrants	2,453	2,453
Private warrants	12	12
	87,305,630	2,990,763

Deposits and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Deposits and Other Current Assets

Deposits and other current assets consists of the following as of:


(in thousands)	March 31, 2025		December 31, 2024
Deposits
Deposits for research and development, prototype and production parts, and other	$	32,143	$	29,318
Deposits for goods and services yet to be received (“Future Work”)	1,776		1,776
	$	33,919	$	31,094

Other current assets	March 31, 2025		December 31, 2024
Prepaid expenses	$	4,022	$	4,832
Other current assets	1,249		$	1,295
	$	5,271	$	6,127

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty. Legal Proceedings Against the Company As of March 31, 2025 and December 31, 2024, the Company had accrued legal contingencies of $6.6 million and $9.1 million, respectively, recorded within Accrued expenses and other current liabilities and Accounts payable for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable. Class and Derivative Actions Zhou v. Faraday Future Intelligent Electric Inc. f/k/a Property Solutions Acquisition Corp. et al., Case No. 2:21-cv-009914 (U.S. District Court – Central District of California). On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025), as well as the Co-CEOs of Property Solutions Acquisition Corp. (“PSAC”). On May 6, 2022, the appointed lead plaintiffs in the Zhou putative class action filed an amended complaint alleging violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act, Sections 11 and 15 of the Securities Act , and related “control” person claims for secondary liability under those statutes, seeking unspecified damages. Following motion to dismiss briefing and the subsequent court-ordered dismissal of several of the plaintiffs’ claims, answers were filed and the parties agreed to participate in mediation. On April 27, 2023, the court granted the parties’ joint motion for a temporary stay pending mediation. The parties thereafter participated in a private mediation on June 29, 2023. After further discussions and negotiations, the parties reached an agreement-in-principle to settle the Zhou putative class action. Although denying all allegations, the Company nevertheless agreed to settle the Zhou putative class action for a non-reversionary cash payment of $7.5 million to be funded entirely by the Company’s insurers for the benefit of the settlement class, in exchange for the release of all claims that were or could have been asserted against the Company. The court thereafter granted preliminary approval of the settlement on November 7, 2023, and scheduled a hearing for final approval of the settlement to take place on March 18, 2024. On January 23, 2024, the ostensible lead plaintiff in the Consolidated Delaware Class Action discussed below, filed an Objection to final approval of the settlement (the “Objection”) to which the Company and the other defendants responded on March 11, 2024. On March 18, 2024, the court overruled the Objection in its entirety and entered an Order finally approving the Zhou putative class action settlement. Farazmand v. Breitfeld et al., Case No. 2:22-cv-01570 (U.S. District Court – Central District of California). Zhou v Breitfeld et al., Case No. 2:22-cv-01852 (U.S. District Court – Central District of California). Moubarak v. Breitfeld et al., Case No. 1:22-cv-00467 (U.S. District Court – District of Delaware). Wang v. Breitfeld et al., Case No. 1:22-cv-00525 (U.S. District Court – District of Delaware). Wallace v. Breitfeld et al., Case No. 2023-0639-KSJM (Delaware Court of Chancery). Ashkan Farazmand and Wangjun Zhou v. Breitfeld, et al., Case No. 2023-1283 (Delaware Court of Chancery). On March 8 (Farazmand) and March 21 (Zhou), 2022, putative stockholder derivative lawsuits were respectively filed in the United States District Court, Central District of California and were subsequently consolidated in an action entitled In re Faraday Future Intelligent Electric Inc. Case No. 2:22-cv-1570 (the “California Federal Derivative Action”). The California Federal Derivative Action was stayed pending resolution of certain proceedings in the Zhou putative class action discussed above, which stay expired in February 2023. Plaintiffs thereafter filed a verified consolidated amended complaint on June 2, 2023, in response to which the Company and the other defendants filed a motion to dismiss. On January 22, 2024, the court granted in part, and denied in part, the motion to dismiss with leave to amend. On February 6, 2024, the parties filed a stipulation to stay the California Federal Derivative Action pending mediation that was entered by the court on February 12, 2024. On April 11 (Moubarak) and April 25 (Wang), 2022, putative stockholder derivative lawsuits were respectively filed in the United States Delaware District Court (collectively, the “Delaware Federal Derivative Actions”). On February 6, 2023, the Delaware Derivative Actions were stayed pending resolution of the pending proceedings in the Zhou putative class action. On June 21 (Wallace) and December 22 (Farazmand), 2023, putative derivative lawsuits were respectively filed in the Delaware Court of Chancery (collectively, the “Delaware State Derivative Actions”). The parties stipulated to a stay of the Wallace action which was entered by the court on December 29, 2023. Each of the foregoing derivative lawsuits purported to assert claims on behalf of the Company against certain of the Company’s current and former officers and directors for alleged violations of the Exchange Act or for various common law claims based upon those officers’ and directors’ alleged breaches of their purported fiduciary duties owed to the Company and/or for their alleged aiding and abetting of those purported breaches, resulting in unspecified damages to the Company. Although the complaints filed in the foregoing lawsuits vary in detail, they are generally premised upon many of the same underlying allegations made in the Zhou putative class action. The parties to the foregoing derivative lawsuits participated in a mediation on May 13, 2024, following which they reached a settlement in principle. On July 19, 2024, the parties entered into a Stipulation and Agreement of Settlement that was filed in the California Federal Derivative Action, which incorporated all of the foregoing derivative lawsuits respectively filed in California and Delaware. On September 3, 2024, the California Federal Derivative Action Court entered an order preliminarily approving the Stipulation and Agreement of Settlement (the “Preliminary Approval Order”) and provided for notice of the same to be made to Current Stockholders. On October 30, 2024, the California Federal Derivative Action Court approved the Settlement Agreement, resolving all of the foregoing derivative lawsuits. Following the approval of the Settlement Agreement, the California Federal Derivative Action was dismissed on October 30, 2024 and the Delaware Federal Derivative Actions were dismissed on November 15, 2024 (Wang) and November 19, 2024 (Moubarak). On December 31, 2024, the parties in the Farazmand filed a stipulation of dismissal which was subsequently entered by the court. The Consolidated Delaware Class Action On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025), alleging breaches of fiduciary duties (the “Yun Class Action”). On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting those alleged breaches, in connection with disclosures and stockholder voting leading up to the PSAC/Legacy FF merger (the “Cleveland Class Action”). The Cleveland and Yun Class Actions subsequently were consolidated the complaint in the Cleveland Class Action being designated as the operative pleading (collectively, the “Consolidated Delaware Class Action”). In April 2023, the defendants respectively filed motions to dismiss that complaint. While the defendants’ motions to dismiss were pending, the Central District of California approved the Zhou putative class action settlement. On May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based upon the court-approved settlement agreement in Zhou putative class action on the grounds that among other things, the releases of that settlement agreement barred the claims in the Consolidated Delaware Class Action. On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action both in its entirety and with prejudice. Additionally, on September 19, 2022, FF Global, filed a lawsuit in the Chancery Court of the State of Delaware against the Company, seeking the removal of Ms. Susan Swenson and Mr. Brian Krolicki from the Board. On September 27, 2022, the case was dismissed without prejudice pursuant to an agreement between FF Global and FF Top (the “Heads of Agreement”). Shortly following the execution of the Heads of Agreement, FF Global began making additional demands of the Company which were beyond the scope of the terms contemplated by the Heads of Agreement and pertained to, among other things, the Company’s management reporting lines and certain governance matters. On September 30, 2022, FF Global alleged that the Company was in material breach of the spirit of the Heads of Agreement. The Company believes it has complied with the applicable terms of the Heads of Agreement and disputes any characterization to the contrary. Such disputes divert management and Board resources and are costly. There can be no assurance that this or any other dispute between the Company and FF Global will not result in litigation. On October 3, 2022, Ms. Swenson and Mr. Scott Vogel, a member of the Board, tendered their resignation from the Board effective immediately. On October 3, 2022, Mr. Jordan Vogel also tendered his resignation from the Board effective on October 5, 2022. On October 28, 2022, Mr. Brian Krolicki tendered his resignation from the Board effective immediately. Legal Proceedings Initiated by the Company The Company has determined there to be financial exposure related to an ongoing legal matter, primarily arising from the bankruptcy of a key supplier. The exposure involves previously recorded deposits and tooling equipment, which have since become subject to legal contingency considerations due to the supplier’s insolvency. The Company initially recorded $1.9 million in deposits and $12.9 million in tooling equipment in connection with its contractual relationship with a primary supplier. These amounts were originally recognized as a deposit paid for goods and services and tooling received, respectively, and continue to be reflected in their originally recorded accounts on the Consolidated Balance Sheets. However, following the primary supplier’s bankruptcy filing, these balances were identified as at risk, creating potential financial exposure for the Company. The $2.7 million charge consists of a $1.4 million write-off of deposits and a $1.3 million accrual for additional payments the Company expects to have to make to maintain access to its tooling located at vendors of the key supplier (the “secondary suppliers”). The $1.4 million write-off of deposits reflects the Company's estimate that recovery of that asset is not probable and leaves a remaining exposure of $0.5 million. The Company does not expect any further financial loss related to tooling. Although the Company has title to the tooling; the secondary suppliers have possession of it. The Company anticipates establishing a direct contractual arrangement with the secondary suppliers. Once in place, these agreements are expected to provide the Company with continued access to the tooling without additional financial exposure. Legal Action Against Tesca USA and Tesca ABC On March 6, 2025, Faraday&Future Inc. (“Faraday”) filed a demand for arbitration against Tesca USA, Inc. and Tesca ABC, LLC alleging the breach of an Engineering Services Agreement (“ESA”) between Tesca USA and Faraday&Future Inc., under which Tesca USA was obligated to produce certain items related to automobile seating assembly and frame production. Pursuant to the ESA, Faraday paid Tesca USA approximately $36.0 million for certain parts, tooling, engineering design and development, and other items. According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, Tesca USA, after failing to deliver any of these products or services to Faraday, assigned all its assets to Tesca ABC, a Delaware series limited liability company. Faraday has reason to suspect that Tesca USA may have made one or more large cash transfers to Tesca Group before it commenced the Assignment for Benefit of Creditors. Faraday is seeking in excess of $36.0 million in damages through this arbitration. The Company is unable to evaluate the likelihood of a favorable outcome given the early stages of these legal proceedings. Governance Matters Following the completion of the Special Committee (as defined below) investigation through the date hereof, the Company and certain of its directors and officers have received numerous e-mail communications from a group of self-described “employee whistleblowers” and from various individuals and entities who represented themselves as current investors of the Company. These communications have included various allegations (including, for example, that certain directors have conspired to push the Company into bankruptcy for their own personal gain) and requests for certain organizational and governance changes. The Company engaged an independent law firm to conduct a thorough independent external investigation with respect to these allegations. The independent investigation found that all such allegations have been without merit. Other Legal Matters On January 30, 2023, Riverside Management Group, LLC (“Riverside”) filed a verified complaint seeking to enforce its alleged contractual right to the advancement of all reasonable costs and expenses, including attorneys’ fees, it has and will incur as a named defendant in the Consolidated Delaware Class Action under its October 13, 2020 Transaction Services Agreement with the Company and Property Solutions Acquisition Sponsor, LLC (the “TSA”), pursuant to which Riverside provided PSAC with advisory services in connection with the PSAC/Legacy FF merger. In addition to seeking the advancement of such costs and expenses, Riverside also sought an award of its attorneys’ fees and costs incurred in enforcing its alleged advancement rights under the TSA, and concurrently filed a Motion for Expedited Proceedings, requesting that trial of the action be conducted on a summary basis and commence within 30 days of the motion’s disposition. The Company subsequently entered into a Stipulation and Order with Riverside under which it would conditionally advance Riverside the reasonable attorneys’ fees and costs it incurs in defense of the Consolidated Delaware Action, subject to, and in express reservation of, the Company’s right to recover all such fees and expenses following disposition of the Consolidated Delaware Class Action which, as noted above, was recently dismissed, with prejudice, on summary judgment by the Delaware Chancery Court. On January 31, 2023, Raymond Handling Solutions, Inc. (“Raymond”), an equipment supplier, filed an action alleging that the Company breached its contract with Raymond and refused to pay for warehouse racking equipment. Raymond requested a judgement in its favor in the amount of $1.1 million. On April 15, 2024, the Company and Raymond executed a Settlement Agreement under which Raymond released all claims in exchange for the return the of racking equipment. In July 2021, the Company and Palantir entered into a Master Subscription Agreement (“MSA”) setting forth the terms of the Palantir platform hosting arrangement which was expected to be used as a central operating system for data and analytics. On April 26, 2023, the Company received a letter from Palantir Technologies Inc. (“Palantir”) providing a notice of dispute alleging that the Company had not paid outstanding invoices totaling $12.3 million. On July 7, 2023, Palantir filed a Demand for Arbitration against the Company with Judicial Arbitration and Mediation Services, Inc., regarding the parties’ dispute under the MSA in which it alleged that the amount in controversy was $41.5 million. On August 4, 2023, the Company submitted its response to Palantir’s arbitration demand, which response included both affirmative defenses and a general denial of all allegations of Palantir’s arbitration demand. On March 11, 2024, the Company and Palantir executed a Settlement and Release Agreement terminating the MSA and resolving all of the parties’ disputes in exchange for the Company’s agreement to pay Palantir $5.0 million, with a liquidated damages clause of $0.3 million for late payments. This settlement includes mutual waivers and releases of claims to avoid future disputes. On August 9, 2024, the Company and Palantir entered into an amendment to the Settlement and Release Agreement pursuant to which, in lieu of paying the remaining $4.8 million due under the settlement agreement in cash, the parties agreed that the Company would issue, and Palantir would accept, $2.4 million of Class A Common Stock by August 9, 2024, and $2.4 million in Class A Common Stock by October 1, 2024. The August 9, 2024 issuance totaled approximately 11.1 million shares of Common Stock. The Company further agreed to register the shares under the Securities Act for resale by Palantir. On May 2, 2023, the Company received a notice of Commencement of Arbitration by Envisage Group Developments Inc. USA (“Envisage”) for unpaid invoices relating to professional engineering services and for design and manufacture of a Master Buck cube seeking alleged damages of $1.1 million. At the arbitration hearing, the Company disputed the adequacy of Envisage’s documentation for professional services and contended that no contract exists for Master Buck due to unfulfilled payment conditions. The Company further challenged Envisage’s unilateral alteration of payment terms. In June 2024, the arbitrator issued an award to Envisage totaling $1.1 million. Envisage subsequently filed a motion for attorneys’ fees and costs. Envisage was ultimately awarded a total of $1.4 million. The parties have reached an agreement to settle their dispute for $0.8 million. On June 12, 2023, the Company received a letter demanding access to the Company’s books and records in connection with (a) the Company entering into the amended and restated shareholder agreement with FF Top Holding LLC n/k/a FF Global and (b) certain other related matters. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome. On June 13, 2023, L & W LLC (“Autokiniton”), a provider of tooling for use in the automotive industry, filed an action in State of Michigan 3rd Judicial Circuit County of Wayne Court alleging the Company breached its contract with Autokiniton and refused to fulfill its obligations under the applicable Purchase Order. Autokiniton requested a judgment in the amount of at least $8.1 million. In discovery, the Company conceded that $4.6 million was due and owing under the Purchase Order. In July 2024, the parties subsequently filed a stipulated order and judgment totaling $8.1 million, plus statutory interest, which was entered by the court. The parties are engaged in discussions regarding this matter. In December 2024, the parties reached an agreement to settle their dispute for $3.7 million. On October 11, 2023, Joseph Hof and Scott McPherson filed a class action lawsuit in Supreme Court of the State of New York, County of New York against Benchmark 237 LLC, Benchmark Real Estate Trust, SLLC, Canvas Investment Partners, LLC, Canvas Property Group, LLC, Juliet Technologies, LLC, and the Company, alleging that the defendants engaged in various scheming practices that discriminatorily impacted the plaintiffs and other class members The court granted the Company’s Motion to Dismiss on January 12, 2024, and dismissed the case on January 18, 2024. The plaintiffs filed an appeal on February 12, 2024 as to the dismissal orders, which appeal subsequently was dismissed due to the plaintiffs’ failure to timely file their appellate briefs. Although Plaintiffs have a year to file a motion to vacate the dismissal based upon a showing good cause, Plaintiff Hof recently filed a motion to seal the record and expressed the Plaintiffs’ desire to cease litigating the matter further. On December 8, 2023, 10701 Idaho Owner, LLC (“Landlord”) notified the Company of rental defaults amounting to $0.6 million for the months of October to December 2023 and demanded a 5% late fee and 18% annual interest on allegedly overdue amounts. The parties thereafter entered into a First Amendment to the Lease Agreement dated October 19, 2023 to address the Company’s total rent default of $1.1 million, including a $0.1 million, partial payment made on January 26, 2024, and additional late fees and charges of $0.2 million. The amendment established a repayment plan requiring the Company to pay $1.2 million from February 26 to March 31, 2024, and to either replenish or provide a new $0.6 million Letter of Credit. On March 26, 2024, the Landlord served the Company with a Notice to Pay or Quit, demanding payment of $1.0 million within five business days. On April 10, 2024, the Company made a $0.2 million payment to Landlord in exchange for Landlord deferring further action. On February 14, 2024, Rexford Industrial - 18455 Figueroa, LLC (“Rexford”) filed a Complaint for Unlawful Detainer against Faraday SPE, LLC in the Superior Court of California, County of Los Angeles. The complaint asserted that the Company has failed to pay outstanding rent in the amount of $0.9 million, and sought recovery of reasonable attorney’s fees and damages. This action is based on a breach of a Lease Agreement dated March 8, 2019, for the premises located at 18455 S. Figueroa Street, Gardena, California, and wherein Rexford is requesting forfeiture of the lease. On April 10, 2024, the court issued a Notice of Dismissal, dismissing the Complaint without prejudice. In February 2024, the Company initiated a lawsuit against Draexlmaier Automotive Technologies of America LLC (“Draexlmaier”) for breach of contract, seeking $3.2 million in damages plus legal costs incurred. The dispute involves two Purchase Orders placed by the Company with Draexlmaier in September 2021 for the development and tooling of FF 91 vehicle consoles. The parties’ agreement included a clause allowing Faraday to terminate the Purchase Orders at any time, with the understanding that Draexlmaier would promptly refund any advanced payments for undelivered items or unperformed work. Faraday met its financial obligations under the agreement and in March 2022, terminated the agreement prior to the start of tooling fabrication and requested a refund of $3.2 million for the undelivered work, which Draexlmaier refund failed to remit. Faraday thereafter issued a final demand for this refund in August 2023, and subsequently initiated its lawsuit against Draexlmaier. In May 2024, Draexlmaier filed an Answer and Counterclaim alleging fraudulent inducement, breach of contract, violations of South Carolina’s Unfair Trade Practices Act, and unjust enrichment, and seeking $5.0 million in damages for breach of contract, as well as unspecified actual, consequential, punitive, and treble damages, and attorneys’ fees and costs. The Company disputes Draexlmaier’s claims and has stated its intention to vigorously defend the action. Given the early stages of these legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On March 25, 2024, Cooper Standard GmbH filed a lawsuit against Faraday&Future Inc. in Superior Court of California, County of Los Angeles, alleging the non-payment of the estimated sum of $1.5 million that was purportedly in breach of contractual obligations set forth in purchase orders, a Letter of Tool Acceptance, and invoices to facilitate the supply of automotive products and services for the FF 91 vehicle from August 2021 to December 2022. The parties have tentatively reached a settlement and are in the process of memorializing their agreement. On March 27 and March 29, 2024, Jose Guerrero and Victoria Xie, the Company’s former Senior Director of Sales and Aftersales, and Go-to-Market Project Manager and Launch Manager, respectively, filed wrongful termination lawsuits against Faraday&Future Inc. and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $1.0 million. On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought. Given the early stages of these legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On August 9, 2024, Jeffrey D. Prol, as trustee of the Founding Future Creditors Trust, filed a lawsuit against the Company seeking to compel the production of certain books and records for inspection and requesting attorney’s fees and costs. The plaintiff is demanding inspection to allegedly value his shares of the Company. In March 2025, plaintiff agreed to dismiss the lawsuit without prejudice and a stipulation to dismiss was filed and granted. On August 1, 2024, Yun Han, former Chief Accounting Officer and Interim Chief Financial Officer, filed an arbitration demand claiming that she is owed certain monetary amounts and restricted stock units, pursuant to various agreements with the Company and collectively, totaling approximately $1.2 million.  Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. In March 2025, BXP filed a lawsuit against the Company, alleging unpaid rent and a balance of approximately $1.0 million under a lease agreement signed with the Company. The parties agreed to settle their dispute for $0.35 million. Dispute with Noteholders In August 2023 and September 2023, the Company received correspondence from each of Senyun, MHL and V W Investment alleging that the Company had entered into oral agreements to compensate those investors for any losses in connection with converting their notes into shares of the Company in order to support the Company’s proposals at the August 2023 special stockholders meeting. The Company is unaware of any such oral agreements and is contesting these claims on multiple grounds. Other than disclosed herein, as of the date hereof the Company is not a party to any legal proceedings the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company’s business, financial condition, or results of operations. Special Committee Investigation As previously disclosed on November 15, 2021, the Board established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021, first quarter 2022 Quarterly Report on Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, the Company announced that the Special Committee completed its review. On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings which was performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made: •In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Mr. Yueting Jia, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors. •The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest. •Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting required an upgrade in personnel and systems. •The Company’s corporate culture failed to sufficiently prioritize compliance. •Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in the Company’s corporate housing disclosures. •In preparing the Company’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees. In addition, the investigation found that certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s former independent registered public accounting firm PricewaterhouseCoopers LLP. The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation. Among such individuals were non-executive officers or members of the management team of the Company, and remedial action was taken with respect to such individuals based on the extent of their non-cooperation and/or withholding of information. The failure to cooperate with the investigation was taken into consideration in connection with the remedial actions outlined below with respect to Jerry Wang, and withholding of information also affected the remedial action taken with respect to Matthias Aydt. Based on the results of the investigation, the Special Committee concluded that, except as described above, the other substantive allegations of inaccurate Company disclosures that it evaluated, were not supported by the evidence reviewed. Although the investigation did not change any of the above findings with respect to the substantive allegations of inaccurate Company disclosures, the investigation did confirm the need for remedial actions to help ensure enhanced focus on compliance and disclosure within the Company. Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions designed to enhance oversight and corporate governance of the Company:  •the appointment of Susan Swenson, a former member of the Board, to the then newly created position of Executive Chairperson of the Company. •Dr. Carsten Breitfeld, the Company’s former Global CEO, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction; •the removal of Mr. Jia as an executive officer, who would continue in his position as Chief Product & User Ecosystem Officer of the Company. Certain dual-reporting arrangements were eliminated with respect to Mr. Jia, who also was required to report directly to Ms. Swenson, a non-independent director nominated by FF Top. Please see “Risk Factors–Risks Related to our Business and Industry–Yueting Jia and FF Global, over which Mr. Jia exercises significant influence, have control over our management, business and operations, and may use this control in ways that are not aligned with our business or financial objectives or strategies or that are otherwise inconsistent with our interests.” Mr. Jia also received a 25% annual base salary reduction, and his role was limited from a policy-making position to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology. On February 26, 2023, after an assessment by the Board of the Company’s management structure, the Board approved Mr. Yueting Jia (alongside Mr. Xuefeng Chen) reporting directly to the Board, as well as FF’s product, mobility ecosystem, I.A.I., and advanced R&D technology departments reporting directly to Mr. Jia. The Board also approved the Company’s user ecosystem, capital markets, human resources and administration, corporate strategy and China departments reporting to both Mr. Jia and Mr. Xuefeng in accordance with processes and controls to be determined by the Board after consultation with the Company’s management. Based on the changes to his responsibilities within the Company, the Board determined that Mr. Jia is an “officer” of the Company within the meaning of Section 16 of the Exchange Act and an “executive officer” of the Company under Rule 3b-7 under the Exchange Act; •On April 25 2025, the Company announced the appointment of Mr. Yueting Jia as Global Co-Chief Executive Officer ("Global Co-CEO"), jointly leading the Company alongside Matthias Aydt, with a focus on advancing user ecosystem development, supply chain management, EV R&D, finance, legal, and China and Middle East operations; •Matthias Aydt, then Senior Vice President, Business Development and Product Definition and a director of the Company, and currently Global Co-CEO and a director of the Company, being placed on probation as an executive officer for a six-month period, during which period he remained a non-independent member of the Board, and which probationary period has since ended; •the appointment of Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; •the suspension without pay of Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from the Company on April 10, 2022, but remained with the Company as a consultant and was subsequently appointed President of the Company on March 24, 2025; •the assessment and enhancement of Company’s policies and procedures regarding financial accounting and reporting and the upgrading of the Company’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee; •the implementation of enhanced controls around the Company’s contracting and related party transactions, including regular attestations by the Company’s employees with authority to bind the Company to contracts and related party transactions, for purposes of enabling the Company to make complete and accurate disclosures regarding related party transactions; •the hiring of a Compliance Officer with the title of Deputy General Counsel (hired in March 2023), to report on a dotted line to the Chair of the Audit committee, and a Director of Risks and Internal Controls; and assessing and enhancing FF’s compliance policies and procedures; •the implementation of a comprehensive training program for all directors and officers regarding, among other things, internal Company policies; •the separation of Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and •certain other disciplinary actions and terminations of employment with respect to other Company employees (none of whom is an executive officer). As of March 3, 2025, the Company is continuing to implement certain of the remedial actions approved by the Board. However, certain of these remedial actions are no longer in effect and no assurance can be provided that those remedial measures that continue to be implemented will be implemented in a timely manner or at all or will be successful to prevent inaccurate disclosures in the future. Please see “Risk Factors – Risks Related to our Business and Industry – We have taken remedial measures in response to the Special Committee findings, which may be unsuccessful” included in the Form 10-K. There can be no assurance that such remedial measures will be successful. In addition, there can be no assurance that such remedial measures will be fully implemented in light of the recent corporate governance agreements with FF Top and FF Global and the recent assessment by the Board of FF’s management structure, including management roles, responsibilities and reporting lines and changes to the Board.” However, pursuant to the Heads of Agreement, the Company has implemented certain governance changes that impact certain of the above-discussed remedial actions. On October 3, 2022, Ms. Swenson tendered her resignation from her role as both Executive Chairperson and member of the Board effective immediately. In addition, on October 3, 2022, Mr. Scott Vogel resigned from the Board effective immediately and Mr. Jordan Vogel resigned effective on October 5, 2022. On October 28, 2022, Mr. Brian Krolicki tendered his resignation from the Board effective immediately. On December 15, 2022, Mr. Lee Liu tendered his resignation from the Board, which resignation was effective on December 18, 2022. On December 18, 2022, Mr. Jie Sheng was appointed to the Board, effective immediately, following the resignation of Mr. Liu. On December 25, 2022, Mr. Edwin Goh tendered his resignation from the Board, which resignation was effective on December 26, 2022. On December 27, 2022, Ms. Ke Sun was appointed to the Board, effective immediately, following the resignation of Mr. Goh. Mr. Sheng and Ms. Sun are designees of FF Top pursuant to the Amended Shareholder Agreement. On December 26, 2022, Dr. Carsten Breitfeld tendered his resignation from the Board, which resignation was effective immediately. On December 27, 2022, Mr. Xuefeng Chen was appointed to the Board, effective immediately, following the resignation of Dr. Breitfeld. On January 20, 2023, Mr. Qing Ye tendered his resignation from the Board, which resignation was effective immediately. Mr. Ye remained a consultant of the Company as an independent contractor until November 18, 2023. On January 25, 2023, Mr. Chui Tin Mok was appointed to the Board, effective immediately, following the resignation of Mr. Ye. Each of Ms. Ke Sun and Mr. Xuefeng Chen have subsequently resigned from the Board. Subsequent to the Company announcing the completion of the Special Committee investigation on February 1, 2022, certain members of the management team and employees of the Company received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation. The outcome of such an investigation is difficult to predict. The Company has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation. At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or to estimate the range of any potential loss. In addition, in June 2022, the Company received a preliminary request for information from the DOJ in connection with the matters that were the subject of the Special Committee investigation. The Company has responded to that request and intends to fully cooperate with any future requests from the DOJ.

Leases	3 Months Ended
Leases	Mar. 31, 2025
Leases [Abstract]
Leases	Leases The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. The Company’s leases do not provide an implicit rate. Therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any material residual value guarantees, or bargain purchase options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and exclude those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization of ROU assets on finance leases is recorded on a straight-line basis within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Interest expense incurred on finance lease liabilities is recorded in Interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in Operating lease right-of-use assets, net, Operating lease liabilities, current portion and Operating lease liabilities, long term portion in the Company's Unaudited Condensed Consolidated Balance Sheets. The Company’s lease arrangements primarily consist of corporate office, store, and vehicle lease agreements. The leases expire on various dates through 2027.
Leases	Leases The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. The Company’s leases do not provide an implicit rate. Therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any material residual value guarantees, or bargain purchase options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and exclude those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization of ROU assets on finance leases is recorded on a straight-line basis within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Interest expense incurred on finance lease liabilities is recorded in Interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in Operating lease right-of-use assets, net, Operating lease liabilities, current portion and Operating lease liabilities, long term portion in the Company's Unaudited Condensed Consolidated Balance Sheets. The Company’s lease arrangements primarily consist of corporate office, store, and vehicle lease agreements. The leases expire on various dates through 2027.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenue	$ 316	$ 2
Cost of revenue	21,381	20,687
Gross profit	(21,065)	(20,685)
Operating expenses
Research and development	6,419	6,688
Sales and marketing	2,629	2,474
General and administrative	13,674	13,848
Loss (gain) on disposal on property, plant, and equipment	44	(87)
Total operating expenses	22,766	22,923
Loss from operations	(43,831)	(43,608)
Other income, net	1,784	530
Loss before income taxes	(10,268)	(48,217)
Income tax expense	(10)	0
Net loss	(10,278)	(48,217)
Total comprehensive loss
Net loss	(10,278)	(48,217)
Foreign currency translation adjustment	306	232
Total comprehensive loss	$ (9,972)	$ (47,985)
Class A Common Stock
Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic (in dollars per share)	$ (0.14)	$ (26.23)
Diluted (in dollars per share)	$ (0.14)	$ (26.23)
Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock:
Basic (in shares)	75,749,893	1,837,959
Diluted (in shares)	75,749,893	1,837,959
Class B Common Stock
Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic (in dollars per share)	$ (0.14)	$ (26.23)
Diluted (in dollars per share)	$ (0.14)	$ (26.23)
Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock:
Basic (in shares)	75,749,893	1,837,959
Diluted (in shares)	75,749,893	1,837,959
Nonrelated Party
Operating expenses
Change in fair value of notes payable, warrant liabilities, and derivative call options	$ 51,458	$ 27,885
Loss on settlement of notes payable	(15,920)	(11,403)
Interest expense	(2,302)	(2,225)
Related Party
Operating expenses
Change in fair value of notes payable, warrant liabilities, and derivative call options	(277)	(7)
Loss on settlement of notes payable	(1,180)	(14,295)
Interest expense	$ 0	$ (5,094)

Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 468,501	$ 468,421
Less: Accumulated depreciation	(137,036)	(119,834)
Property, plant and equipment, net	331,465	348,587
Land, buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	112,150	111,443
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,397	2,397
Tooling, machinery, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	318,251	319,313
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	695	245
Lease vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,872	3,121
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,339	4,339
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 28,797	$ 27,563

Stockholders’ Equity - Schedule of Warrants (Details) - $ / shares	Mar. 31, 2025	Dec. 31, 2024	Jul. 31, 2024
Class of Stock [Line Items]
Exercise price (in dollars per share)			$ 110,400
Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	41,039,308	22,514,744
Ares Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	5,776,657	5,776,657
Exercise price (in dollars per share)	$ 1.16	$ 1.16
SPA Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	15,238	15,238
Exercise price (in dollars per share)	$ 1.16	$ 1.16
Junior SPA Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	5,931,638	5,931,638
Exercise price (in dollars per share)	$ 1.16	$ 1.16
2024 Unsecured SPA Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	25,874,953	10,788,746
Exercise price (in dollars per share)	$ 1.39	$ 1.39
2025 March Unsecured SPA Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	3,438,357
Exercise price (in dollars per share)	$ 1.55
Public Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	2,453	2,453
Exercise price (in dollars per share)	$ 110,400	$ 110,400
Private Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants (in shares)	12	12
Exercise price (in dollars per share)	$ 110,400	$ 110,400

Notes Payable - Junior Secured SPA Note Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($) trading_day shares	Mar. 31, 2024 USD ($)	Jan. 28, 2025 $ / shares	Dec. 31, 2024 USD ($)	Dec. 21, 2024 $ / shares	Sep. 05, 2024 $ / shares shares	Dec. 31, 2023 USD ($)
Junior SPA Warrants
Debt Instrument [Line Items]
Percent of purchaser's conversion shares						100.00%
Debt instrument, term (in years)	5 years
Junior SPA Warrants \| Class A Common Stock
Debt Instrument [Line Items]
Warrants rights (in shares) \| shares						202,768
Notes Payable
Debt Instrument [Line Items]
Notes and loans payable	$ 24,674	$ 63,769		$ 49,488			$ 91,150
Fair value adjustments of debt	$ 21,780	$ 27,721
Junior Secured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Contractual Interest Rates						10.00%
Debt instrument, floor price (in dollars per share) \| $ / shares						$ 1.05
Debt instrument, convertible, threshold consecutive trading days \| trading_day	5
Debt instrument, fixed price (in dollars per share) \| $ / shares						1.16
Debt instrument, term (in years)	1 year
Conversion price (in dollars per share) \| $ / shares			$ 5.24		$ 1.16	$ 5.24
Notes and loans payable	$ 6,060			$ 26,059
Fair value adjustments of debt	10,435
Junior Secured SPA Notes \| Notes Payable \| Class A Common Stock
Debt Instrument [Line Items]
Debt conversion, converted amount	$ 15,400
Shares issued from conversion (in shares) \| shares	113,958,070
Gain (loss) extinguishments of debt	$ (12,800)

Notes Payable - Auto Loans Narrative (Details) - Notes Payable - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Debt Instrument [Line Items]
Repayments of debt	$ 6,000	$ 10,000
Auto loans
Debt Instrument [Line Items]
Notes payable bearing interest rate			7.00%
Repayments of debt	$ 6,000	$ 10,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Notes Payable - 2024 Unsecured SPA Notes Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($) day $ / shares	Mar. 31, 2024 USD ($)	Jan. 28, 2025 $ / shares	Dec. 31, 2024	Dec. 21, 2024 $ / shares
Debt Instrument [Line Items]
Payments of notes payable issuance costs	$ 99	$ 25
2024 Unsecured SPA Warrants
Debt Instrument [Line Items]
Percent of purchaser's conversion shares	100.00%
Debt instrument, term (in years)	5 years
2024 Unsecured SPA Notes
Debt Instrument [Line Items]
Debt instrument, convertible, threshold consecutive trading days \| day	1
2024 Unsecured SPA Notes \| Notes Payable
Debt Instrument [Line Items]
Notes payable bearing interest rate	10.00%			10.00%
Conversion price (in dollars per share) \| $ / shares	$ 1.16		$ 1.16		$ 1.16
Debt instrument, floor price (in dollars per share) \| $ / shares	$ 1.05
Debt instrument, convertible, threshold consecutive trading days \| day	5
Debt instrument, term (in years)	1 year
Proceeds from debt, net of issuance costs	$ 20,000
Payments of notes payable issuance costs	$ 0

Commitments and Contingencies (Details) shares in Thousands, $ in Thousands																1 Months Ended					3 Months Ended
	Mar. 06, 2025 USD ($)	Aug. 09, 2024 USD ($) shares	Aug. 01, 2024 USD ($)	Apr. 10, 2024 USD ($)	Mar. 29, 2024 USD ($)	Mar. 26, 2024 USD ($)	Mar. 25, 2024 USD ($)	Mar. 11, 2024 USD ($)	Jan. 26, 2024 USD ($)	Dec. 08, 2023 USD ($)	Jul. 07, 2023 USD ($)	Jun. 29, 2023 USD ($)	Jun. 13, 2023 USD ($)	May 02, 2023 USD ($)	Apr. 14, 2022	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	May 31, 2024 USD ($)	Feb. 29, 2024 USD ($)	Mar. 31, 2025 USD ($)	Jul. 31, 2024 USD ($)	Feb. 14, 2024 USD ($)	Oct. 19, 2023 USD ($)	Apr. 26, 2023 USD ($)	Jan. 31, 2023 USD ($)	Nov. 15, 2021 reservation
Loss Contingencies [Line Items]
Accrued legal contingencies																$ 6,615	$ 9,091				$ 6,615
Legal claims were settled in cash												$ 7,500
Loss contingency, initial deposit																1,900					1,900
Loss continency, tooling equipment																12,900					12,900
Loss contingency, loss in period																					2,700
Estimate of possible loss																500					500
Litigation settlement, amount awarded to other party																350
Number of reservations received for vehicles \| reservation																											14,000
Number of unpaid indications of interest \| reservation																											14,000
Probation period															6 months
Chief Executive Officer
Loss Contingencies [Line Items]
Annual base salary reduction															25.00%
Chief Product and User Ecosystem Officer
Loss Contingencies [Line Items]
Annual base salary reduction															25.00%
Raymond Handling Solutions, Inc. (“Raymond”) \| Pending Litigation
Loss Contingencies [Line Items]
Estimate of possible loss																										$ 1,100
Palantir Technologies Inc.
Loss Contingencies [Line Items]
Damages sought											$ 41,500
Loss contingency, unpaid invoices																									$ 12,300
Damages awarded								$ 5,000
Damages awarded, liquidation damages clause								$ 300
Loss contingency, remaining damages to be awarded, value		$ 4,800
Issuance of common stock (in shares) \| shares		11,100
Palantir Technologies Inc. \| Stock Issuance, Tranche One
Loss Contingencies [Line Items]
Issuance of common stock		$ 2,400
Palantir Technologies Inc. \| Stock Issuance, Tranche Two
Loss Contingencies [Line Items]
Issuance of common stock		$ 2,400
Envisage Group Developments Inc. USA (“Envisage”)
Loss Contingencies [Line Items]
Damages sought														$ 1,100				$ 1,100
Litigation settlement, amount awarded to other party																		800
Damages awarded																		$ 1,400
L & W LLC (“Autokiniton”)
Loss Contingencies [Line Items]
Estimate of possible loss													$ 8,100									$ 8,100
Litigation settlement, amount awarded to other party																	$ 3,700
Damages awarded													$ 4,600
Rexford Industrial - 18455 Figueroa, LCC ("Rexford")
Loss Contingencies [Line Items]
Unpaid rent																							$ 900
Draexlmaier Automotive Technologies of America LLC
Loss Contingencies [Line Items]
Damages sought																			$ 5,000	$ 3,200
Tesca USA vs. Faraday&Future Inc.
Loss Contingencies [Line Items]
Payments for property, plant and equipment, preproduction design and development costs	$ 36,000
Damages sought	$ 36,000
Cooper Standard GmbH vs. Faraday&Future Inc. \| Pending Litigation
Loss Contingencies [Line Items]
Damages sought							$ 1,500
Jose Guerrero and Victoria Xie vs. Faraday&Future Inc. \| Pending Litigation
Loss Contingencies [Line Items]
Damages sought					$ 1,000
Yun Han vs. Faraday&Future Inc. \| Pending Litigation
Loss Contingencies [Line Items]
Damages sought			$ 1,200
Bankruptcy Matter, Deposit Write-off
Loss Contingencies [Line Items]
Loss contingency, loss in period																					1,400
Bankruptcy Matter, Additional Payments
Loss Contingencies [Line Items]
Loss contingency, loss in period																					$ 1,300
Unpaid Rent, October - December 2023 \| 10701 Idaho Owner, LLC (“Landlord”)
Loss Contingencies [Line Items]
Rental defaults										$ 600
Damages sought, late fee (in percent)										5.00%
Damages sought, annual interest (in percent)										18.00%
Unpaid Rent
Loss Contingencies [Line Items]
Loss contingency, alleging unpaid rent																$ 1,000
Unpaid Rent \| 10701 Idaho Owner, LLC (“Landlord”)
Loss Contingencies [Line Items]
Damages sought						$ 1,000
Rental defaults																								$ 1,100
Rental defaults, partial payment									$ 100
Rental defaults, late fees and charges									$ 200
Rental defaults payable																								1,200
Amount of letter of credit required to be replenished or provided																								$ 600
Damages sought, maximum payment term (in days)						5 days
Damages paid				$ 200

Liquidity and Capital Resources and Going Concern	3 Months Ended
Liquidity and Capital Resources and Going Concern	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources and Going Concern	Liquidity and Capital Resources and Going Concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Unaudited Condensed Consolidated Financial Statements were issued. Preparation of Financial statements The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Capital Investment, SPA Portfolio Debt, and Future Equity Plans The Company has and will continue to devote substantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising. The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $4,324.6 million, an unrestricted cash balance of $9.5 million and a negative working capital position of $112.3 million as of March 31, 2025. The Company delivered its first vehicles during 2023 and plans to launch its FX Series of vehicles, but expects to continue to generate significant operating losses for the foreseeable future. The Company has funded its operations and capital needs primarily through the issuance of notes payable and related party notes payable convertible notes (see Note 7, Notes Payable and Note 8, Related Party Transactions), and the sale of common stock. Debt Commitments under SPA Portfolio Notes and Other Notes SPA Portfolio Notes: The Company has issued various financing arrangements collectively known as the SPA Portfolio Notes. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Junior Secured SPA Notes; (iv) 2024 Unsecured SPA Notes and (v) 2025 March Unsecured SPA Notes. As of March 31, 2025, the SPA Portfolio Notes were in good standing. Pursuant to the SPA Portfolio Notes commitments (collectively the “SPA Commitments”) (see Note 7, Notes Payable and Note 8, Related Party Transactions), the Company obtained commitments from several investors. As of March 31, 2025, the SPA Commitments totaled $655.5 million, of which $427.7 million was funded, $227.8 million remained to be funded, and $48.3 million in principal was outstanding. On March 31, 2025, Optional Commitments under the SPA Commitments totaled $467.0 million, of which $50.9 million was funded, $386.1 million remained to be funded, and $2.5 million was outstanding. The remaining amounts to be funded as of March 31, 2025, are subject to the achievement of delivery milestones, satisfaction of closing conditions, certain of which include minimum share price requirements, resolving disputes with investors, and satisfaction or waiver of other conditions, including for a portion of such financing an effective registration statement for the shares underlying the applicable notes. Other Financing Arrangements and Related Party Notes: Additional financing is provided via convertible debt instruments, equipment financing arrangements, and related party notes that support the Company’s operations and capital expenditures. As of March 31, 2025, the Company was in good standing on all of its other financing arrangements and Related Party Notes. The Company may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional incremental investors under the SPA Commitments or other debt or equity financing in a timely manner, on acceptable terms, or at all. Standby Equity Purchase Agreement, At-The-Market Offering, and Equity Issuance Constraints The Company has implemented a series of financing arrangements, including a Standby Equity Purchase Agreement with Yorkville and an At-The-Market offering. These initiatives are accompanied by equity issuance constraints, such as limitations imposed by authorized share counts and the impact of convertible securities and related provisions. Together, these elements define the Company’s approach to capital raising and its management of associated regulatory and contractual obligations. Standby Equity Purchase Agreement (“SEPA”) On November 11, 2022, the Company entered into the SEPA, which expires in November 2025. Under the terms of the SEPA, the Company may, at its option, issue and sell from time to time up to $200.0 million (which can be increased up to $350.0 million in the aggregate under the Company’s option) of Class A Common Stock to YA II PN Ltd. (“Yorkville”), subject to certain limitations. As of March 31, 2025, the Company had the right to issue and sell up to an additional $192.5 million, or $342.5 million if the Company exercises its option under the SEPA. At-The-Market Offering On September 26, 2023, the Company entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., A.G.P./Alliance Global Partners, Wedbush Securities Inc. and Maxim Group LLC, as sales agents, to sell shares of Class A Common Stock, from time to time, with aggregate gross sales proceeds of up to $90.0 million pursuant to the Registration Statement as an “at-the-market” offering under the Securities Act (the “ATM Program”). Under applicable SEC rules and regulations, because the Company failed to timely file its Form 10-K for the year ended December 31, 2023, as well as its Form 10-Q for the quarter ended March 31, 2024, the Company will not be eligible to access the ATM Program until August 1, 2025, at the earliest. Equity Issuance Constraints The Company’s ability to issue and sell additional shares of Common Stock or warrants to support ongoing capital needs is further constrained by the number of authorized shares. In addition to outstanding shares, the Company must also consider shares reserved for issuance under convertible debt, warrants or other obligations with equity rights. In addition, equity issuances can potentially trigger various anti-dilution features in the Company’s debt and equity instruments that increase the number of shares to be issued and/or reduce the exercise price. This could result in the Company having inadequate authorized shares to meet its outstanding commitments. Capital Needs, FX Series Production, and Bankruptcy Risk The Company projects that it will require substantial additional funds to continue operations and support production of the FF 91, and it also plans to initiate production of its FX Series of vehicles. If additional capital is not secured, the Company will not have sufficient resources to meet its obligations and continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. The anticipated start of FX Series production is expected to generate new revenue streams and enhance operational performance, partially mitigating near-term cash flow pressures; however, if additional capital is not secured, the Company will not have sufficient resources to meet its obligations or continue operations, potentially resulting in bankruptcy protection, asset liquidation, and minimal or no recovery for equity holders. Funding Alternatives and Risks The Company continues to explore various funding and financing alternatives to fund its ongoing operations and to ramp up production. The particular funding and financing mechanisms, terms, timing, and amounts depend on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. However, there have been delays in securing additional funding commitments, which have exacerbated supply chain pressures, among other things. If the Company’s ongoing capital raising efforts are unsuccessful or significantly delayed, or if the Company experiences prolonged material adverse trends in its business, production will be delayed or decreased, and actual use of cash, production volume and revenue for 2025 will vary from the Company’s previously disclosed forecasts, and such variances may be material. While the Company is actively engaged in negotiations with potential financing sources, it may be unable to raise additional capital on terms acceptable to it or at all. In addition to the risk that the Company’s assumptions and analyses may prove incorrect, the projections may underestimate the professional fees and other costs to be incurred related to the pursuit of various financing options currently being considered and ongoing legal risks. Capital needed to fund the development of the Company’s remaining product portfolio will largely depend on market success and profitability of the FF 91 and the launch of the FX series, and the Company’s ability to accurately estimate and control costs. Apart from the FF 91 series and FX series, substantial additional capital would be required to fund operations, research, development, and design efforts for future vehicles. In addition, elevated U.S. import tariffs on electric vehicle components sourced from China could increase the Company's future manufacturing costs as production of the FX Series and other future vehicle models are introduced. While tariffs did not materially impact cost of goods sold for the three months ended March 31, 2025, due to limited production volume, continued reliance on China-based suppliers may contribute to higher input costs, pressure gross margins, and increase the Company's future funding needs. Going Concern and Future Capital Strategy Despite the Company’s diversified financing structure – including its SPA Portfolio Notes, convertible debt instruments, and equipment financing, and targeted inflows from new debt, and anticipated equity, the Company’s recurring operating losses and continuing negative cash flows from operations continue to raise substantial doubt about the Company’s ability to continue as a going concern.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net loss	$ (10,278)	$ (48,217)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions

3 Months Ended

Mar. 31, 2025

Related Party Transactions

Related Party TransactionsThe tables below summarize the related party note payable agreements as of March 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.


	March 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates			Net Carrying Value

Unsecured Convertible Note	June 2025 (3)	4.27%			$	451
2025 March Unsecured SPA Notes	April 2030	10.00%			143
Notes Payable — China	April 2027	18.0	%	(2)	4,215
Notes Payable on Demand — China	Due on Demand	—%			413
FFGP Note	Various 2024 (1)	4.27%			1,576
Convertible FFGP Note	May 2024 (1)	4.27%			250
Other Notes	Due on Demand	12.0%			75
					$	7,123

Related party notes payable, current					$	4,298
Related party notes payable, long-term					$	2,825
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.
(2) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company remained in compliance with the payment schedule, and no contingent interest has been recorded as of March 31, 2025.
(3) Subsequent to March 31, 2025 and prior to the issuance of these financial statements, MHL exchanged the Unsecured Convertible Note due June 2025 into 2025 March Unsecured SPA Notes pursuant to the terms of the original agreement. As a result, management classified the Unsecured Convertible Note as a long-term related party debt instrument for the period ended March 31, 2025.


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates	Net Carrying Value
Unsecured Convertible Note	April 2024 (1)	4.27%	$	1,364
Notes Payable — China	April 2027	18.0%	4,382
Notes Payable on Demand — China	Due on Demand	—%	417
FFGP Note	Various (1)	4.27%	1,576
Convertible FFGP Note	May 2024 (1)	4.27%	250
Other Notes	Due on demand	12.00%	75
			$	8,064

Related party notes payable, current			$	5,310
Related party notes payable, long-term			$	2,754
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.

Schedule of Principal Maturities of Related Party Notes Payable

The future scheduled principal maturities of Related party notes payable as of March 31, 2025, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	488


2025 (9 months remaining)	4,813
2026	1,983
2027	745
2028	—
2029	—
2030	376
Thereafter	—
	$	8,405

The Company has entered into various financing arrangements with related parties, categorized as follows: (i) Unsecured Convertible Note; (ii) Unsecured Convertible Note; (iii) 2025 March Unsecured SPA Notes; (iv) Notes Payable — China; (v) Notes Payable on Demand — China; (vi) FFGP Note; and (vii) Convertible FFGP Note.

2023 Unsecured SPA Notes

In May 2023, June 2023, and October 2023, the Company issued unsecured convertible notes to MHL, a related party, under the 2023 Unsecured SPA Notes as the anchor investor. (For information on the terms of this note, see Note 7, Notes Payable 2023 Unsecured SPA Notes issued to third-parties.)

The Company elected the fair value option under ASC 825, Financial Instruments, for the 2023 Unsecured SPA Notes because the notes include features such as a contingently exercisable put option, which meets the definition of an embedded derivative.

MHL converted $0.7 million of gross principal balance in exchange for 33,107 shares of Class A Common Stock during the quarter ended March 31, 2024. During the quarter ended March 31, 2024, the Company recognized a loss of $0.2 million on the settlement (conversion) of related party notes payable into shares of Class A Common stock and losses of $0.1 million, due to fair value adjustments under ASC 825.

As of March 31, 2024, there were no related party notes payable outstanding pursuant to the 2023 Unsecured SPA Notes

Unsecured Convertible Note

In January 2024, the Company issued an unsecured convertible note to MHL, a related party, in a principal amount of $1.5 million. The note was due three months from the date of issuance (April 2024), accrued interest at an annual rate of 4.27% per annum, and is convertible at the option of the holder into either Class A Common Stock or into a 2023 Unsecured SPA Note. In February 2025, MHL converted the outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock The conversion of the Unsecured Convertible Note into Class A Common Stock resulted in a Loss on extinguishment of $1.2 million

In March 2025, the Company issued an unsecured convertible note to MHL, in a principal amount of $1.5 million. The note was due three months from the date of issuance, accrued interest at an annual rate of 4.27% per annum, and is convertible at the option of the holder into either Class A Common Stock or into unsecured convertible notes issued subsequently pursuant to a Securities Purchase Agreement. If conversion into Class A Common Stock is elected, the conversion price would be based on the latest closing price of the Company’s Class A Common Stock on the conversion date. If settlement in a subsequent Securities Purchase Agreement is elected, the new note would be issued with a 15% original issue discount. Subsequent to March 31, 2025 and prior to the issuance of these financial statements, MHL exchanged the Unsecured Convertible Note into 2025 March Unsecured SPA Notes. As a result, management classified the $1.5 million Unsecured Convertible Note as a long-term related party debt instrument for the period ended March 31, 2025.

The Company elected to apply the fair value option under ASC 825, Financial Instruments, for these notes, based on its expectation that the note will be exchanged into SPA Portfolio Notes pursuant to the holder’s conversion rights. SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.

For the three months ended March 31, 2025 the Company recognized a gain in the amount of approximately zero in Change in fair value of related party notes payable, warrant liabilities, and derivative call options within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. This gain reflects the adjustment to the note’s fair value during the reporting period.

For the three months ended March 31, 2024, the Company recognized a $0.1 million gain from fair value remeasurement of the Unsecured Convertible Note under ASC 825, recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

Certain investors in the 2025 March Unsecured SPA Notes (see Note 7, Notes Payable) include related parties.

Summary of Activity

During the three months ended March 31, 2025, related party investors funded a portion of the Company’s total proceeds under the 2025 March Unsecured SPA. The Company issued $0.4 million in principal amount of2025 March Unsecured SPA Notes to related parties in connection with these closings. These related party investors also received 2025 March Unsecured SPA Warrants and Incremental Warrants on terms identical to those described in Note 7, Notes Payable.

The fair value of these related party-held notes as of March 31, 2025, was approximately $0.1 million. During the three months ended March 31, 2025, the Company recognized a change in fair value of approximately zero, under ASC 825, recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Notes Payable — China

The Company has outstanding debt payable to Leshi Small Loan Co., Ltd. (“Chongqing”), a related party, also known as “Notes Payable — China.” In 2022, Chongqing agreed to modify the debt agreement, contingent on the Company making an initial payment of 10% of the agreed upon discounted principal amount. Under the modified terms, the Company received a waiver of accrued interest, a reduction in the principal balance, and an extended repayment schedule requiring full payment of the discounted principal by December 31, 2023. However, the Company did not pay the outstanding principal amount in full by the maturity date of December 31, 2023, and as a result, in January 2024 the Company incurred substantial interest and penalties. Per the terms of the 2022 agreement, in the event of a default at maturity all outstanding interest and penalties since the inception of the original agreement reverted to Chongqing and the discounted principal balance returned to the full unpaid amount. As a result, the Company recognized a loss of $14.1 million shown as component of Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss during the three months ended March 31, 2024.

In December 2024, the Company repaid $0.1 million and entered into supplementary agreements with Chongqing, further restructuring its outstanding debt. The December 2024 agreements largely restored the debt to amounts outstanding prior to the default on December 31, 2023. If the Company defaults again on its payment plan with Chongqing the interest and penalties accrued since the inception of the original agreement and the note principal will revert back to Chongqing in proportion to the unpaid portion of the discounted principal balance. The agreements maintain an 18.0% stated interest rate for the debt and establish a payment plan for periodic principal and interest payments until the revised maturity date of April 2027. The Company accounted for the restructuring as a troubled debt restructuring under ASC 470-60, Debt – Troubled Debt Restructurings by Debtors. As a result of the restructuring, the Company recognized a gain of $0.7 million in additional paid-in capital, reflecting the related party nature of the transaction. Following the restructuring and subsequent principal payments, the Company's Notes Payable—China is in good standing as of March 31, 2025.

As of March 31, 2025, the principal value of this note payable was $4.2 million, compared to $4.4 million as of December 31, 2024. During the three months ended March 31, 2025, the Company repaid $0.1 million and recognized a gain of $0.7 million in additional paid-in capital, As of March 31, 2025 and December 31, 2024, the Company had accrued but unpaid

interest and penalties of $22.2 million and $23.1 million recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

Notes Payable on Demand — China

The Company's notes payable with investors based in China (“Notes Payable on Demand — China”) bear a zero percent interest rate. The outstanding balance as of March 31, 2025 and December 31, 2024, was $0.4 million and $0.4 million, respectively.

FFGP Note

In November 2023 and January 2024, the Company issued unsecured promissory notes to FFGP Investment Holding I, LLC (“FFGP”), a related party, in an aggregate principal amount of $1.6 million. These notes, referred to as the “FFGP Note”, were due three months from their respective dates of issuance and accrued interest at either 4.27% or 5.27%.

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. As a result, the FFGP Note is in good standing as of March 31, 2025, however, it remains due on-demand. The carrying values of the FFGP Note were $1.6 million as of March 31, 2025 and December 31, 2024.

Convertible FFGP Note

In February 2024, the Company and FFGP entered into an unsecured convertible note in the principal amount of $0.3 million. The note referred to as the “Convertible FFGP Note”, has a maturity date of May 2024 accrued interest at a rate of 4.27% per annum, and is convertible into the Company’s Class A Common Stock at the holder’s option. The conversion price is the latest closing price of the Company’s Class A Common Stock on the conversion date.

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. As a result, the Convertible FFGP Note is in good standing as of March 31, 2025, however, it remains due on-demand. The carrying value of the Convertible FFGP Note was $0.3 million as of March 31, 2025 and December 31, 2024.

Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions

The Company engages in various related party transactions that do not involve notes payable, including property leases, consulting services, advertising services, and other financial arrangements with entities affiliated with its founder, key executives, and their family members. This section excludes related party notes, which are discussed separately, and focuses on summarizing the nature, terms, and financial impacts of these non-debt-related transactions as of March 31, 2025 and December 31, 2024, including payments, outstanding balances, and other key details.

X-Butler Transactions

The Company leased two real properties, located in Rancho Palos Verdes, California (the “Rancho Palos Verdes Properties”), from X-Butler from January 1, 2018, through March 31, 2022. X-Butler in turn leased the Rancho Palos Verdes Properties from Mr. Yueting Jia, the Company’s founder and Global Co-CEO. The Rancho Palos Verdes Properties were used by the Company to provide long-term or temporary housing to employees of the Company (including a former Global CEO). According to the agreement between the parties, the Company paid X-Butler for rent and certain services, including catering, room services and organization of meetings, external gatherings and events, for the Rancho Palos Verdes Properties. For the quarters ended March 31, 2025 and 2024, the Company paid to X-Butler $0.1 million and $0.1 million, respectively, for rent and business development services rendered to the Company and its executives. The Company has recorded approximately $0.3 million and $0.3 million in Accounts Payable as of March 31, 2025 and December 31, 2024, respectively.

FF Global Transactions and Consulting Services

FF Global is an affiliate of the Company’s founder and Global Co-CEO, Mr. Yueting Jia, and has historically exerted significant influence over the Company’s governance. Effective March 23, 2025, the Company terminated its Consulting Services Agreement with FF Global, which had originally become effective on February 1, 2023. The agreement, which provided for a monthly fee of $0.2 million in exchange for strategic and operational advisory services, had automatically renewed on March 6, 2024, for an additional 12-month term. It also permitted FF Global to request reimbursement for reasonable and documented out-of-pocket expenses, including travel and legal fees, subject to certain limits.

In early 2023, FF Global submitted a request for $6.5 million in legal expense reimbursements related to governance matters. The request was not approved by the Board, no liability has been recorded, and the matter remains unresolved. Following the termination of the agreement, the Company has no further obligations to FF Global other than for consulting fees and reimbursable expenses incurred prior to March 23, 2025. The Company has recorded approximately $2.0 million and $2.0 million in Accounts Payable as of March 31, 2025 and December 31, 2024, respectively. These amounts do not include the $6.5 million reimbursement request.

Advertising Services Payable to Leshi Information Technology Co., Ltd. (“LeTV”)

The Company has recorded a payable to LeTV within Related party accrued expenses and other current liabilities in the amount of $7.8 million and $7.7 million as of March 31, 2025 and 2024, respectively, in connection with advertising services provided to the Company in prior years. LeTV is a Shanghai Stock Exchange-listed public company founded and controlled by Mr. Yueting Jia, the Company’s founder and Global Co-CEO.

Grow Fandor

During 2024 the Company entered into several related party transactions with Grow Fandor Inc. (“Grow Fandor”). Grow Fandor is considered a related party because it is significantly influenced by Mr. Yueting Jia, the Company’s Global Co-CEO, who has a financial and operational interest in the entity. Grow Fandor was co-founded by Mr. Jia and Mr. Jerry Wang, who currently serves as President of the Company and is the sole director of Grow Fandor. There have been no related party transactions with Grow Fandor during 2025. Below is a summary of the Company’s transactions with Grow Fandor and the related accounting treatment:

•Promissory Note: In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $75,000. This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of March 31, 2025.

•Share Donation: In October 2024, the Company received a donation of 15,000,000 shares of Class B Common Stock of Grow Fandor from Mr. Yueting Jia, which represents an approximately 10% ownership interest. Because Grow Fandor is in the preliminary stages of development and has not begun commercial operations, management concluded that the shares do not currently have value within the financial statements.

•Trademark License Agreement: In October 2024, the Company and Grow Fandor executed the Trademark License Agreement. Under the terms of the licensing agreement, Grow Fandor has exclusive licensing rights as the only third-party allowed to use the FF and FX brands and marks during the contract term. In exchange Grow Fandor will pay to the Company: (1) a royalty fee, payable quarterly, calculated as the greater of: (a) 50% of the annual net profit from FF and FX ecosystem products, and (b) 5% of net sales revenue from all relevant brand ecosystem products; and (2) a $250,000 annual base license fee. Grow Fandor paid the initial annual license fee. Subsequent annual license fees will be payable within 30 days after each contract year. The Company recorded the initial license fee as a capital contribution due to the related party nature of the relationship with Grow Fandor and Yueting Jia’s public statements that the relationship is designed to provide incremental capital to the Company.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Net Loss per Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Net Loss per Share

Potentially Dilutive Shares

The Company reported net losses for all periods presented, resulting in all potentially dilutive Common Stock equivalents being considered antidilutive and excluded from the calculation of net loss per share.


	Three Months Ended March 31,
	2025	2024
Shares issuable upon conversion of SPA Portfolio Notes	44,298,705	2,331,077
Shares issuable upon conversion of Unsecured Convertible Notes	1,809,969	390,601
Shares issuable upon exercise of equity classified SPA Portfolio Note warrants	15,238	13,968
Shares issuable upon exercise of liability classified SPA Portfolio Note warrants	35,244,948	—
Other warrants	5,776,657	228,482
Stock-based compensation awards – Options	2,514	2,731
Stock-based compensation awards – RSUs	155,134	21,439
Public warrants	2,453	2,453
Private warrants	12	12
	87,305,630	2,990,763

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions		3 Months Ended
	Jul. 31, 2024	Mar. 31, 2025	Dec. 31, 2024	Jul. 31, 2021	May 02, 2019	Feb. 01, 2018
Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock available for future issuance (in shares)		535,027	2,469,957	5,164
Percent threshold of common stock issued and outstanding for annual increase of shares available for issue				5.00%
Share-based compensation arrangement by share-based payment award, number of additional shares authorized	2,206,324
Granted (in shares)		0
Stock-based compensation expense for unvested awards		$ 0.5
Stock Incentive Plan \| Share-based Payment Arrangement, Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense for unvested stock options		$ 0.1
Expected weighted average period (in years)		2 years 7 months 13 days
Stock Incentive Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average period (in years)		1 year 6 months 3 days
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized to grant (in shares)						4,416
Equity Incentive Plan \| Share-based Payment Arrangement, Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average period (in years)		1 year 7 months 9 days
Share-based payment arrangement, nonvested award, cost not yet recognized, amount (less than)		$ 0.1
STI Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average period (in years)		1 year 7 months 28 days
Authorized to grant (in shares)					1,472
Share-based payment arrangement, nonvested award, cost not yet recognized, amount (less than)		$ 0.1

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued payroll and benefits	$ 28,859	$ 27,713
Accrued legal contingencies	6,615	9,091
Customer deposits	3,003	3,027
Other current liabilities	23,015	16,923
Accrued expenses and other current liabilities	$ 61,492	$ 56,754