Sec Form 13D Filing - FF Global Partners Investment LLC filing for FARADAY FUTURE INTELLIGENT ELECTRIC INC. (FFIE) - 2022-12-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

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

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

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CUSIP No.: 74348Q108

(1)   Includes (i) 52,585,574 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, including 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (ii) 64,000,588 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) held directly by FF Top Holding LLC.  Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time.  Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)   Based on 450,256,832 shares of Common Stock, comprised of (i) 386,256,244 shares of Class A Common Stock issued and outstanding as of November 17, 2022, as reported in the Issuer’s Registration Statement on Form S-1 (the “S-1”), filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on December 8, 2022 and (ii) 64,000,588 shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

CUSIP No.: 74348Q108

(1)   Includes (i) 51,404,885shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC.  Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time.  Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)   Based on 450,256,832 shares of Common Stock, comprised of (i) 386,256,244 shares of Class A Common Stock issued and outstanding as of November 17, 2022, as reported in the S-1, and (ii) 64,000,588 shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

CUSIP No.: 74348Q108

(1)   Includes (i) 51,404,885 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC.  Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time.  Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)   Based on 450,256,832 shares of Common Stock, comprised of (i) 386,256,244 shares of Class A Common Stock issued and outstanding as of November 17, 2022, as reported in the S-1, and (ii) 64,000,588 shares of Class B Common Stock. Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

AMENDMENT NO. 16 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Class A Common Stock and Class B Common Stock of the Issuer on August 2, 2021, as amended on May 17, 2022, June 24, 2022, June 27, 2022, July 15, 2022, July 18, 2022, August 2, 2022, August 8, 2022, August 23, 2022, September 9, 2022, September 19, 2022, September 26, 2022, October 17, 2022, October 18, 2022, October 26, 2022 and November 2, 2022 (as so amended through November 2, 2022, the “Original Schedule 13D” and together with this Amendment No. 16, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously reported in the Schedule 13D.

 

Item 4 of the Schedule 13D is hereby supplemented as follows:

“On December 18, 2022, FF Top Designee Mr. Lee Liu resigned from the Board.  FF Top thanks Mr. Liu for his contributions.  Also on December 18, 2022, pursuant to Section 2.1(c) of the Shareholder Agreement and Section 2(d) of Paragraph C of the Heads of Agreement, FF Top designated Mr. Jie Sheng as its replacement FF Top Designee to fill the vacancy on the Board created by the resignation of Mr. Liu.

In addition, FF Top is in discussions with the Issuer regarding certain governance changes in favor of FF Top in light of the substantial dilution that FF Top and other Company stockholders have experienced, and may continue to experience, as a result of the Issuer’s financings.  Such governance changes could potentially involve, among other things, (i) an increase in the super-voting power of the Issuer’s Class B Common Stock and/or the conditions upon which such super-voting rights become effective, (ii) increasing FF Top’s Board and/or committee appointment rights (including potentially granting FF Top the right to appoint a majority of the Board), (iii) the granting of consent or other rights to FF Top and/or (iv) amending the SPA to permit persons party thereto to grant proxies to FF Top, enabling FF Top to vote shares of Common Stock that such persons may hold from time to time.  Certain of such changes, if they are ultimately agreed to and implemented, could potentially result in the Reporting Persons being deemed to have control over the Issuer.  There is no certainty that all or any of the foregoing governance changes will be pursued by the Reporting Persons or ultimately be agreed to or implemented in the manner described above or at all.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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