FF EAI Robotics 簽署最終協議，收購 FFAI 的機械人業務

FF EAI Robotics Ecosystem Inc. announced on October 14, 2026 that it signed definitive agreements on October 12, 2026 to acquire the full robotics business of Faraday Future Intelligent Electric Inc. (FFAI) in an all-stock transaction at an agreed valuation of approximately $200 million.

The parties also agreed on a valuation of approximately $60 million for FFR on a fully diluted basis, figures the company said reflect the parties’ mutual recognition of the strategic value of their respective businesses rather than prevailing market prices alone. Under the agreements, FFR will issue shares to FFAI at $2.246 per share, a price the company said represents a premium of approximately 50% to its closing price of $1.50 on the October 12, 2026 signing date and approximately 55% to the closing price of $1.45 on October 13, 2026. All closings are expected to be completed by the end of October 2026, the company said. The definitive agreements advance a non-binding term sheet FFR disclosed in a September 28, 2026 current report; the special stock dividend mechanism contemplated in that term sheet is not part of the definitive transaction, a removal the company said simplifies the structure to support execution and closing.

Transaction Structure and Consideration

The transaction agreement, described in a current report filed with the SEC on October 14, 2026, is among FFR, Smart Technology Holdings Ltd., a Cayman Islands company acting as seller, FFAI, FF EAI Robotics Inc. (RobotCo), a California corporation, and FFR Acquisition Sub LLC, a Delaware merger subsidiary. At closing, FFR will acquire all issued and outstanding RobotCo shares from the seller in exchange for common stock and non-voting convertible preferred stock, after which RobotCo will merge into the acquisition subsidiary, which survives as a wholly owned subsidiary of FFR.

The purchase price equals $200 million multiplied by one minus the proportion of RobotCo’s fully diluted shares underlying outstanding options immediately before closing, at a consideration share price of $2.246. FFR will pay through the issuance of 1,315,313 shares of common stock and 65,475 shares of preferred stock, each preferred share convertible into 1,000 common shares. According to the filing, the preferred stock is non-voting and carries no discount, interest, preferential dividend, redemption right or other special economic rights, and it may not be converted until FFR obtains stockholder approval required under Nasdaq listing rules, a restriction the filing describes as an absolute blocker binding the sellers, their affiliates and subsequent holders.

Each outstanding RobotCo option, whether vested or unvested, will convert into an FFR option at an exchange ratio of 0.89, with the per-share exercise price divided by the same ratio. FFR intends to issue the consideration securities in reliance on a private-placement exemption from registration, will receive RobotCo shares and no cash proceeds, and will pay no underwriting discounts or commissions.

Closing is conditioned on completion of an internal restructuring transferring the robotics business and related assets, data, contracts, employees and liabilities to RobotCo or its subsidiaries, along with required approvals and arrangements with specified key employees. Under a transition services agreement effective October 1, 2026, FFAI will provide transition services across device, platform, data and industry-solutions functions at its actual, direct and documented cost without markup for an initial twelve-month term.

Ownership, Lockups and PIPE Financing

On an as-converted, fully diluted basis following the acquisition and PIPE closings, FFR estimates FFAI will hold approximately 65.7% of the company, with all newly issued shares received in the transaction subject to an 18-month lockup, while management and employees would hold approximately 18.2%, PIPE investors approximately 5.5% and other FFR stockholders approximately 10.7%. The company said those groups would collectively hold approximately 89.3%, leaving a freely tradable public float of approximately 13 million shares representing about 10.7% of the total, and cautioned that the estimates are subject to confirmation based on final transaction capitalization and PIPE terms.

The form of lock-up agreement filed with the current report restricts 100% of the consideration securities for eighteen months after closing, prohibiting sales, transfers, hedging and public announcements of intent, subject to specified consent and transfer exceptions.

FFR said it secured a first-round private investment in public equity (PIPE) of up to $10 million, which it characterized as priced at market with no discount and no warrants, and said it limited the round to that amount to meet current funding needs while reducing unnecessary equity dilution. Under the securities purchase agreement dated October 12, 2026, the subscription price is the lower of the Nasdaq official closing price immediately preceding execution or $2.246, with a schedule to the agreement specifying $1.50 per share.

Issuance is subject to a 4.99% beneficial-ownership limitation that an investor may raise to no more than 9.99% on at least 61 days’ written notice, with Series D non-voting convertible preferred stock covering any balance above the cap. The securities are being offered offshore to non-U.S. persons, and FFR must file a resale registration statement within 30 calendar days after closing. The filing states that net proceeds will be used entirely for development and operations of the company’s robotics business, that the PIPE is to close substantially concurrently with the transaction, and that the transaction is not conditioned on the PIPE or any other financing. The company said PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective.

Robotics Business Progress and Projections

FFR reported that FFAI’s robotics business has launched 24 products across three robot forms and begun customer deliveries. Cumulative sales and shipments of EAI Devices, the company’s embodied-AI device line, reached 817 units by the end of September 2026, the company said, adding that average gross margin on the robotics products exceeded 30% in the second quarter of 2026 and cumulative revenue was approximately $1.52 million.

Under preliminary projections prepared by FFAI management for the robotics business on a standalone basis, which FFR said it has not adopted as company guidance, revenue is projected at approximately $7 million in 2026 and approximately $45 million in 2027, with cumulative revenue of approximately $1.98 billion from 2026 through 2030 and gross margin reaching approximately 54% in 2030.

The projections contemplate EAI Device sales of 2,001 units in 2026 and 7,400 units in 2027, with cumulative sales exceeding 130,000 units over five years, positive operating cash flow in the third quarter of 2028, cumulative financing requirements of no more than $150 million, more than 19 million hours of cumulative data supply over five years and approximately $300 million in cumulative research and development investment over the same period.

FFR said that following closing it will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, with a goal of maintaining a top-three overall ranking in the EAI robotics industry over the next five years.

Governance Arrangements and Approvals

The companies said board special committees of disinterested independent directors at both FFAI and FFR approved the transaction. Because FFAI is FFR’s majority stockholder, a special committee of FFR’s board composed of independent directors Chen Shi and Jason E. Dodier unanimously determined that the transactions are fair to and in the best interests of the company and recommended approval, and the board unanimously approved entry into the agreement, according to the current report. The special committee and the board received a fairness opinion from the committee’s financial advisor, Advanture Capital Solutions LLC. Loeb & Loeb LLP serves as legal counsel to the FFR special committee, and Pryor Cashman serves as legal counsel to FFAI.

Under an amended and restated lead investor agreement dated October 12, 2026 among FFR, FF Global Partners LLC, FFAI, Yueting Jia and Jiawei Wang, the other parties will grant FF Global Partners an irrevocable proxy over their voting and consent rights once the agreement takes effect, giving it more than 50% of the voting power for the election of directors and causing FFR to qualify as a controlled company under Nasdaq listing rules, the filing states. The agreement fixes a seven-member board, with FF Global Partners entitled to designate four directors and select the chairperson during a majority designation period, and runs for 99 years, terminating automatically if closing has not occurred within 180 days after signing.

A support agreement obliges FFAI, Yueting Jia and Jiawei Wang to approve the required stockholder proposals by written consent. FFR plans to obtain stockholder approval by written consent in lieu of a meeting under Delaware law and then file an information statement with the SEC, and it will file a resale registration statement covering the seller-held consideration shares upon request at any time after the twelve-month anniversary of closing. For two years after closing, the seller parties and their affiliates will be subject to noncompetition and nonsolicitation restrictions, with exceptions for non-robotics electric vehicle and automotive businesses, related software and services, and aftermarket activities.

Company Background and Closing Timetable

FFR, renamed from AIxCrypto Holdings, Inc. effective September 30, 2026, operates RoboShare, a robot-sharing and services platform. The company said the approximately $60 million agreed valuation of FFR reflects its Nasdaq-listed platform, existing shareholder base and trading infrastructure, relatively simple balance sheet and capitalization structure, the RoboShare business and financial assets including cash, cash equivalents, note receivables and certain investments, including investments in FFAI.

Jerry Wang, FFR’s chief executive officer, said the transaction gives the robotics business a dedicated public-company platform alongside RoboShare’s capabilities and builds on customer deliveries to advance commercialization across products, deployments, data and services. FFR scheduled a conference call and webcast for 8:30 a.m. Eastern Time on October 14, 2026 to discuss the transaction, and said it will announce its next-stage strategy and business plan upon completion.