· FF在匹兹堡举办的国际智能机器人与系统大会（IROS）期间，举行“Built in USA”发布及合作伙伴招募大会下半场、“四核全智” 生态上游伙伴及产业生态共建专场暨FFR（现AIxC）拟独立上市及FFAI战略升级发布活动。包括MetaSense Technology USA、ENCOS和NexCOBOT在内的十家上游核心合作伙伴，分享了对EAI机器人产业及FF“Built in USA”计划的洞察与支持；
· FF公布“Built in USA”加速计划第二阶段进一步执行方案：加快推进Next Futurist和Next Aegis系列产品下线，启动向FCC申请机器人产品有条件批准，推进供应链、合规认证和制造产能建设；目标于今年年底前将机器人工厂投入运营，并于2027年第一季度实现首款新EAI本体产品下线。
· EAI Robotics “Made in USA”产业联盟正式开启成员招募，汇聚技术、制造、供应链、商业化、科研、政府及资本等合作伙伴。
· FFAI已与AIxC（即将更名为FFR）签署非约束性条款，拟由AIxC以全股票方式收购FFAI的机器人资产及业务，估值约2亿美元。FFR目标成为美股“四核全智”Pure-Play机器人生态公司第一股。
· FFR 拟补足每股权益至2.246美元潜在的、无额外成本的特别股票股利，惠及其现有股东。根据该非约束性条款，FFR股票对价将取2.246美元与签约前五个交易日平均收盘价中的较低者（“股票对价”）。若按每股2.246美元计算，FFR交割前充分摊薄股权价值约为5,500万美元。如签约时股票对价低于每股2.246美元，FFR将向指定日登记在册的股东派发一次性特别股票股息；该股息仅在交易完成后支付，并须完成税务分析。
北京时间2026年9月30日——总部位于美国加州的全球EAI生态公司Faraday Future Intelligent Electric Inc.（纳斯达克代码：FFAI，以下简称“Faraday Future”“FF”或“公司”）今日公布了“Built in USA”加速计划第二阶段更多执行计划、FF机器人业务拟与AIxC合并并独立上市、FFAI重大战略升级，以及EAI Robotics “Made in USA”产业联盟正式开启成员招募等重大进展。
本次活动与2026年国际智能机器人与系统大会（IROS）同期举行。包括MetaSense Technology USA、ENCOS和NexCOBOT在内的十家全球合作伙伴，在发布会上分享了对EAI机器人产业及FF“Built in USA”加速计划的洞察与支持。
FFR拟收购FFAI机器人业务，有望建立独立市场化融资平台
9月28日，AIxC宣布已与FFAI签署一份非约束性条款清单，拟以约2亿美元估值全股票收购FFAI的机器人资产及业务。FFAI和AIxC的特别委员会及董事会均已批准该条款清单。
根据拟议交易，AIxC将以AIxC股票为对价收购FFAI的FF EAI机器人业务。该交易仍须完成尽职调查、签署最终交易文件、取得适用批准并满足其他条件。提交至美国证券交易委员会的条款清单明确表示，除特定条款外，该文件不具有约束力；该条款清单设想通过内部重组，将机器人相关资产、知识产权、数据、合同、员工及负债注入由AIxC收购的实体。
AIxC预计将于2026年9月30日更名为FF EAI Robotics Ecosystem Inc.，其纳斯达克股票代码预计将由AIXC变更为FFR。如拟议收购完成，FFR计划彻底退出Crypto战略，转型为以FF“四核全智”为核心的Pure-Play机器人生态公司。
FFAI认为，该交易有望为机器人业务提供独立的公众市场平台、更大的运营和融资独立性，以及使投资者能够基于该业务自身经营基本面和长期潜力对其进行评估的更清晰机制。FFAI预计将在交易完成后继续成为FFR的单一最大及控股股东，继续分享机器人业务未来发展的潜在价值。
FFR（现AIxC）独立上市估值2亿美元 基于“四核全智”生态重大价值和增长潜力
FFAI与FFR认为，FF机器人业务约2亿美元的市场化估值，基于其已形成的产品、交付和商业化基础，以及“四核全智”生态的重大价值和增长潜力。不到一年时间，机器人业务已推出包括三种机器人形态、五大产品系列、11个型号的24款产品，全部获得FCC认证，并实现人形及仿生机器人产品的商业交付。截至8月底，机器人本体出货量累计达552台。根据2026年第二季度未审计财务业绩，机器人业务“四核全智”产品的平均毛利率约为30.9%，累计收入约152万美元。FFR目标于2028年第三季度实现单季经营性现金流转正，并力争在未来五年维持EAI机器人生态公司全行业综合排名Top 3。
“四核全智”生态总收入预计于2026年达到约710万美元、2027年达到约4,517万美元，五年累计收入预计约19.8亿美元；EAI本体五年累计销量目标超过13万台。
“Built in USA”加速计划公布第二阶段更多执行计划： 目标今年年底前机器人工厂投入运营，2027年第一季度实现首款新EAI本体产品下线
FF目前正推进“Built in USA”加速计划第二阶段，此举建立在公司于8月26日产业伙伴大会上半场发布的三阶段路线图基础之上。该计划旨在将FF的EAI技术和生态能力沉淀为美国本土在研发、供应链整合、合规、认证、制造、测试、交付和服务等方面的长期能力。
在EAI大脑与开发者平台方面，EAI大脑已进入工程化测试和交付阶段，开发者平台持续拓展。在行业生产力解决方案方面，FF已推出K-12教育、科研、安防及巡检四大场景解决方案，并持续推进交付。在EAI数据工厂方面，公司已完成去中心化数据工厂雏形搭建并签署首个对外销售订单，初步打通“真实场景部署—数据采集—大脑模型调优—真实场景更新”的数据闭环。
在EAI本体方面，FF正加快推进Next Futurist和Next Aegis系列产品，并按照适用监管要求启动有条件审批申请。首批“Built in USA”新品将同步验证FF在美国本土的产品开发、供应链整合、合规认证、生产、测试及交付体系；公司将继续通过真实客户场景部署，形成更多部署、更多真实世界数据回流及更优产品持续迭代的闭环。
在供应链与合规层面，FF正评估包括电池、运动控制板、算力板及机器人机身结构在内的关键EAI本体组件的本土化机会。公司计划逐步扩大美国本土组装、采购及制造能力，并推进FCC、ICTS和NDAA等相关合规工作。
在生产制造方面，公司计划利用现有制造、供应链管理、测试、验证及质量控制资源，对柔性生产线进行改造和扩建，用于人形及四足仿生机器人的最终组装和下线检测。FF目标于今年年底前将机器人工厂投入运营，并于2027年第一季度实现首款新EAI本体产品下线。
从长期来看，FF计划建立能够在共享制造产线上支持多款EAI本体型号的柔性生产能力。“Built in USA”不止于最终组装。公司的长期目标是在产品开发、核心组件、供应链、合规、生产、测试及交付等环节逐步提升美国本土参与度，同时努力满足适用的联邦采购和来源要求。
EAI Robotics “Made in USA”产业联盟正式开启四类成员招募，构建全球创新与美国本土产业能力协同平台
FF正式开启EAI Robotics “Made in USA”产业联盟成员招募。联盟以“全球创新、美国平台、生态协同”为核心定位，旨在连接全球机器人、AI、芯片、核心组件、制造、供应链、科研、真实场景应用及资本资源，以美国为创新、研发、先进制造和商业化的重要平台，推动全球产业资源与美国本土能力深度协同。
联盟面向四类合作伙伴开放：一是“四核全智”技术与产品伙伴，涵盖EAI本体、核心组件、EAI大脑、开发者生态、行业生产力解决方案及数据能力；二是生产制造与供应链伙伴，涵盖工厂、设备、工艺、质量体系、测试认证及关键组件供应商；三是场景与商业化伙伴，包括行业客户、系统集成商、渠道伙伴、运营服务商、机器人资产方及租赁服务伙伴；四是政府、科研、资本和长期战略合作伙伴。
FF将通过EAI大脑与开发者平台，为开发者提供本体接入、能力开发和技能发布路径；围绕“Built in USA”三阶段计划，与供应商和制造伙伴推进联合验证及美国本土化合作；并与场景伙伴从真实任务出发，共同定义可部署、可运营且可衡量价值的行业生产力解决方案。
FFAI计划实施战略升级，拓展Robotaxi共享网络及AI视舱运营及Physical AI投资控股新路径
随着拟议交易推进，FFAI计划实施两大战略升级：一是升级为Physical AI投资、孵化及控股公司；二是将汽车及出行战略拓展至Robotaxi共享网络及AI视舱技术运营，探索共享智能出行和EAI座舱商业化机遇。
在汽车战略层面，公司计划围绕三大方向推进：探索Robotaxi共享网络及共享出行业务运营，并在条件具备时接入第三方Robotaxi网络；探索AI视舱技术运营，目标是将FF智能座舱能力拓展至其他智能车及未来Robotaxi；以及在技术和商业可行的情况下，将FF自有车型接入Robotaxi及共享出行网络。
FF认为，该战略有望整合公司在智能电动车、AI、智能座舱、共享平台运营及EAI机器人领域的能力。RoboShare可为上述战略升级提供潜在基础。AIxC已将RoboShare列为2026年下半年的首要运营重点；该平台旨在连接机器人制造商、机器人资产方与客户，统筹预订、定价、调度、支付及服务交付，并正评估拓展至包括自动驾驶共享出行在内的更多AI设备类别。
FF创始人、全球CEO贾跃亭表示：“我们相信，这对FFAI及未来的FFR而言都是一个重要的新起点。独立上市有望为我们的EAI机器人业务提供更独立的平台，以追求增长和长期价值创造；同时，FFAI能够加速围绕Physical AI和共享智能出行的战略升级。通过‘Built in USA’战略，我们的目标是连接全球最优秀的创新与美国技术、制造、供应链和商业化能力，并共同构建Physical AI生态。”
AIxC (FFR) to Combine with FF Robotics Business for Standalone Listing; Faraday Future Unveils New Execution Plans for “Built In USA” Acceleration Program and Initiates Conditional Approval Application, Will Roll Out New Robot Product in Q1 2027
· FF held Its FF EAI “Built in USA” Upstream & Downstream Business Partner Conference Part two Upstream Partner Session & Industry Ecosystem Co-Creation Session at its headquarters and the International Conference on Intelligent Robots and Systems (IROS) in Pittsburgh, PA, featuring insights from ten partners from around the world, including MetaSense Technology USA, ENCOS, and NexCOBOT, who shared their perspectives on the EAI robotics industry and FF’s “Built in USA” initiative.
· FF announces further execution plans for phase two of the “Built in USA” acceleration program, accelerating the rollout of the Next Futurist and Next Aegis series, initiating the conditional approval application process, and advancing supply chain, compliance certification, and manufacturing capacity development, with the robot factory targeted to begin operations by year-end and the first new EAI robot product targeted to roll off the production line in Q1 2027.
· EAI Robotics “Made in USA” Industry Alliance officially opens for membership, bringing together technology, manufacturing, supply chain, commercialization, research, government and capital partners.
· FFAI has signed a term sheet with Nasdaq-listed AIxC, which currently trades under the ticker AIXC. Under the proposed transaction, we would bring 100% of FF’s robotics company into AIxC. The proposed valuation is approximately $200 million, and FFAI would receive AIxC shares in exchange. On September 30th, AIxC will change its name FF EAI Robotics Ecosystem Inc., and its ticker will change to FFR.
· Under the non-binding term sheet, the proposed per-share price would be the lower of $2.246 or the five-day average closing price prior to signing. At $2.246, FFR’s pre-closing equity value would be approximately $55 million on a fully diluted basis, shown for illustrative purposes only. If the per-share price is below $2.246, FFR would declare a one-time special stock dividend to holders of record prior to closing, payable only upon closing and subject to tax analysis.
Los Angeles, CA (Sept. 29, 2026) -- Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF” or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced a series of major strategic developments during Part Two of its FF EAI “Built in USA” Upstream & Downstream Business Partner Conference, Upstream Partner Session & Industry Ecosystem Co-Creation Session.
The announcements include the proposed strategic combination of FF’s EAI robotics business with Nasdaq-listed AIxC, whose controlling stockholder is FFAI, which currently trades under the ticker AIXC, FFAI’s planned strategic upgrade, execution plans for Phase Two of FF’s “Built in USA” Acceleration Program, and the official opening of the EAI Robotics “Made in USA” Industry Alliance. The conference is being held in conjunction with IROS 2026 in Pittsburgh, Pennsylvania, where FF is participating from September 28-30. Together, these initiatives are designed to accelerate FF’s transition from individual intelligent products toward a broader Physical AI ecosystem spanning robotics, AI, real-world data, industry applications, U.S. manufacturing and shared intelligent mobility.
Proposed AIxC Combination Could Establish a Dedicated Public Platform for FF’s EAI Robotics Business
On September 28, AIxC announced that it had signed a non-binding term sheet with FFAI for a proposed all-stock acquisition of FFAI’s robotics business at a proposed valuation of approximately $200 million. Both the FFAI and AIxC special committees and boards have approved the term sheet. Under the proposed transaction, AIxC would acquire the FF EAI robotics business from FFAI in exchange for AIxC stock. The transaction remains subject to due diligence, definitive transaction documents, applicable approvals and other conditions. The term sheet filed with the SEC expressly states that it is non-binding except for specified provisions and contemplates an internal restructuring through which the robotics-related assets, intellectual property, data, contracts, employees and liabilities would be contributed into the entity to be acquired by AIxC.
AIxC will to be renamed FF EAI Robotics Ecosystem Inc., and its Nasdaq ticker is will change from AIXC to FFR, effective September 30, 2026. Upon completion of the proposed acquisition, AIxC plans to discontinue its crypto strategy and transition into a pure-play robotics ecosystem company centered on FF’s “Four-Core Full-Stack AI” model. FF believes the transaction could give its robotics business a dedicated public-market platform, greater operational and financing independence and a clearer mechanism through which investors can evaluate the business on its own operating fundamentals and long-term potential.
FFAI expects to remain the single largest and controlling stockholder of FFR following completion of the transaction, allowing FFAI to continue participating in the potential future value of the robotics business.
Rationale behind the $200 million valuation of FF EAI Robotics
FFAI and FFR believe that the approximately $200 million market-based valuation reflects the established product, delivery, and commercialization foundation of the FFAI Robotics business, as well as the significant value and long-term growth potential of its “Four-Core Full-Stack AI” ecosystem. In less than one year, the business has launched 24 products across three robot forms, five product series and 11 models, all of which have received FCC certification and achieved commercial deliveries of humanoid and biomimetic robotic products. As of the end of August, cumulative shipments reached 552 units. In the unaudited second quarter of 2026, the business recorded an average gross margin of approximately 30.9% on its “Four-Core Full-Stack AI” robotics products, with cumulative revenue of approximately $1.52 million. FFR targets positive quarterly operating cash flow in the third quarter of 2028 and aims to maintain a Top 3 comprehensive ranking among EAI robotics ecosystem companies over the next five years.
Total revenue from the “Four-Core Full-Stack AI” ecosystem is expected to reach approximately $7.1 million in 2026 and approximately $45.17 million in 2027, with projected cumulative revenue of approximately $1.98 billion over five years. Cumulative EAI Device sales are targeted to exceed 130,000 units over the five-year period.
FF EAI Robotics (FFR) Targets First New EAI Device from U.S. Production in Q1 2027
FF EAI Robotics is now advancing Phase Two of its “Built in USA” Acceleration Program, building on the three-phase roadmap introduced at Part One of the Company’s business partner conference on August 26. The program is intended to turn FF’s EAI technologies and ecosystem capabilities into longer-term U.S. capabilities in R&D, supply-chain integration, compliance, certification, manufacturing, testing, delivery and services. FF is advancing the development of its Next Futurist and Next Aegis product series while working to build U.S.-based supply-chain and manufacturing capabilities.
The Company has also taken steps to address applicable U.S. regulatory and compliance requirements. On September 2, FF announced an agreement under which AIBOT would provide advisory services concerning applicable FCC, Information and Communications Technology and Services (“ICTS”) and National Defense Authorization Act (“NDAA”) requirements, along with U.S. localization. FF also announced its participation in the FCC’s public-comment process.
The Company intends to evaluate localization opportunities for key EAI Device components, including batteries, motion-control boards, computing boards and robot structures, while progressively expanding U.S.-based assembly, sourcing and manufacturing.
FF is targeting first quarter of 2027 for its first new EAI Device to roll off a U.S. production line, a target the Company publicly announced earlier this month as part of its continuing “Built in USA” strategy. The Company intends to leverage existing manufacturing, supply-chain management, testing, validation and quality-control resources while adapting flexible production lines for final assembly and end-of-line testing of humanoid and quadruped robots.
Over the longer term, FF plans to establish flexible production capabilities capable of supporting multiple EAI Device models on shared manufacturing lines. For FF, “Built in USA” is intended to be more than final assembly. The Company’s long-term objective is to progressively increase U.S. participation across product development, core components, supply chain, compliance, production, testing and delivery while working toward applicable federal sourcing and procurement requirements.
FF EAI Robotics “Made in USA” Industry Alliance Officially Opens for Membership
As part of the conference, FF is also officially opening its EAI Robotics “Made in USA” Industry Alliance to new members. FF originally introduced the Global Industry Alliance initiative during Part One of its “Built in USA, Benefit the World” event on August 26, alongside the three-phase roadmap for its EAI robotics acceleration program. The alliance is centered around three ideas:
Global Innovation. U.S. Platform. Ecosystem Synergy.
FF intends to bring together partners from around the world across robotics, AI, semiconductors, core components, manufacturing, supply chains, research, real-world applications and capital, using the United States as an important platform for innovation, R&D, advanced manufacturing and commercialization.
The alliance is being opened to four broad partner groups:
· Technology and product partners, spanning EAI Devices, components, EAI Brain technologies, developer tools, Industry Productivity Solutions and data;
· Manufacturing and supply-chain partners, including factories, manufacturing equipment and processes, testing, quality, certification and component suppliers;
· Commercialization and application partners, including industry customers, system integrators, channel partners, operators, asset owners and rental-service providers; and
· Government, research, capital, and long-term strategic partners.
FF plans to work with developers through its EAI Brain and Developer Platform, with suppliers through joint validation and progressive U.S. localization, and with industry partners by identifying real-world tasks around which deployable Industry Productivity Solutions can be developed. Ten global partners were invited to participate in Part Two of the conference and shared their perspectives on the EAI robotics industry and FF’s “Built in USA” initiative.
FFAI Plans Strategic Upgrade Around Physical AI and Shared Intelligent MobilityThe proposed restructuring also creates a pathway for FFAI itself to evolve. FFAI plans to develop into a Physical AI investment, incubation and holding company, while expanding its automotive and mobility strategy into sharing networkand AI Visicabin opportunities. The Company plans to explore three principal areas:
1. Robotaxi sharing network and shared-mobility operations, including potential connectivity with third-party Robotaxi sharing networks;
2. AI Visicabin commercialization, with the goal of bringing FF’s intelligent-cabin capabilities to other intelligent vehicles and future Robotaxis; and
3. Connecting FF vehicles with Robotaxi and shared-mobility networks, where technically and commercially feasible.
FF believes this strategy can leverage capabilities developed across intelligent electric vehicles, AI, intelligent cabins, shared-platform operations and EAI robotics. RoboShare provides one potential foundation for that evolution. AIxC publicly designated RoboShare as its top operating priority for the second half of 2026, and the platform is designed to connect robot manufacturers and asset owners with customers while coordinating booking, pricing, scheduling, payments and service delivery. RoboShare is evaluating expansion into additional AI-device categories, including autonomous shared mobility, as part of its exploration of broader Physical AI asset-sharing services.
FF has five strengths that can help make these upgrades.
First, FF’s DNA and forward-looking strategy. Back in 2014, FF was the first to bring up the “Four Future Trends” strategy: electrification, AI, Internet and sharing. Autonomous driving has developed for more than a decade. Now, as the technology matures, shared mobility is once again becoming a major direction for the auto industry. At this turning point, FF has a natural advantage in helping drive the change.
Second, FF team’s experience in shared mobility network operations.
Third, FF’s AI Visicabin technology. Drawing on more than 20 years of intelligent cabin experience, we plan to bring FF’s “3rd aiSpace” to Robotaxi network, including Cybercab, and to conventional intelligent vehicles. We want to give passengers two kinds of value: a ride from A to B, and an AI-powered living space inside the vehicle.
Fourth, synergy across shared platform operations. RoboShare already has operating capabilities FF can build on. FF plans to extend them quickly into Robotaxi sharing mobility services, from bringing vehicles onto the platform to operating them and serving users. By using resources well and keeping costs as low as possible, FF aims to build a real competitive advantage.
Lastly, ecosystem investment holding. FFR is set to become the first publicly traded robotics ecosystem FF has incubated. That will demonstrate FFAI’s ability to incubate businesses in Physical AI and also show the strength of its model.
“We believe this is an important new starting point for both FFAI and the future FFR,” said YT Jia, Founder and Global Co-CEO of Faraday Future. “The proposed transaction could provide our EAI robotics business with a more independent platform to pursue growth and long-term value creation, while allowing FFAI to accelerate its strategic evolution around Physical AI and shared intelligent mobility. Through our ‘Built in USA’ strategy, our goal is to connect the best global innovation with U.S. technology, manufacturing, supply-chain and commercialization capabilities and build the Physical AI ecosystem together.”
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (to be renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.
The Company is committed to building a "Four-Core Full-Stack" AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of "One Brain, Multi-forms, Multi-capabilities," the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.
The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.
For more information, visit www.ff.com.
Forward-Looking Statements
This communication, including any presentation, press release, investor materials or other document of which it forms a part (this "Communication"), contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding AIxCrypto Holdings, Inc. ("AIxCrypto," the "Company," "us," "our," or "we") and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as "may," "might," "will," "shall," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "goal," "objective," "seeks," "likely," or "continue," or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. AIxCrypto can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to:
The proposed transaction. The term sheet is non-binding and may not result in definitive agreements; the proposed transaction may not be approved by our special committee of independent directors, our stockholders or applicable regulators, and may not be completed on the terms described or at all; the conditions to closing and the parties' ability to satisfy them; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution; the proposed special stock dividend and our ability to declare and pay it; the fact that the counterparty is our controlling stockholder and the conflicts of interest inherent in the transaction; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the proposed non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that we must satisfy initial listing requirements in connection with a change of control or change in the nature of our business; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated.
Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause,including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders' equity, minimum bid price and other applicable standards.
Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.
Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace.
Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident.
Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses.
Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.
This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC's website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.
The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither AIxCrypto nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. AIxCrypto reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
SOURCE AIxCrypto Holdings Inc.
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