FF PIPE Presentation
FF PIPE Presentation
Investor Presentation
FEBRUARY 2021
This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “proposed business combination”) between Faraday Future and PSAC
and related transactions and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law in no circumstances will Faraday Future, PSAC or any of their respective
subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions,
reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well
as from research reports prepared for other purposes. Neither Faraday Future nor PSAC has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this
presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Faraday Future or the proposed business combination. Viewers of this presentation should each make their own evaluation of Faraday
Future and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
FORWARD LOOKING STATEMENTS
This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of
Faraday Future's go-to-market strategy, and expectations related to the terms and timing of the proposed business combination and related transactions. These statements are based on various assumptions, whether or not identified in this presentation, and on the
current expectations of Faraday Future’s and PSAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Faraday Future
and PSAC. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the failure of the parties to enter into a definitive merger agreement (or
the termination thereof) with respect to the proposed business combination of Faraday Future and PSAC; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of PSAC or Faraday Future is not obtained; failure
to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Faraday Future; risks related to the rollout of Faraday Future’s business and the timing of expected business
milestones and commercial launch in particular the ability to launch the FF 91 within 12 months of funding; risks related to future market adoption of Faraday Future's offerings and Faraday Future's go-to-market strategy; risks related to Faraday Future’s commercial
partnerships and joint ventures, including the inability of Faraday Future and commercial counterparties to enter into definitive agreements governing their partnerships or joint ventures on a timely basis or at all and the related impacts on timing of production schedules
and other key commercialization milestones; the effects of competition on Faraday Future’s future business; the amount of redemption requests made by PSAC’s public stockholders; the ability of PSAC or the combined company to issue equity or equity-linked securities
in connection with the proposed business combination or in the future, and those factors discussed in PSAC’s final prospectus filed on July 22, 2020 under the heading “Risk Factors,” and other documents of PSAC filed, or to be filed, with the Securities and Exchange
Commission (“SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither PSAC nor Faraday Future presently
know or that PSAC and Faraday Future currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect PSAC’s and Faraday Future’s expectations, plans
or forecasts of future events and views as of the date of this presentation. PSAC and Faraday Future anticipate that subsequent events and developments will cause PSAC’s and Faraday Future’s assessments to change. However, while PSAC and Faraday Future may
elect to update these forward-looking statements at some point in the future, PSAC and Faraday Future specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing PSAC’s and Faraday Future’s assessments
as of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements.
This presentation contains descriptions of certain key business partnerships of Faraday Future, including with suppliers and a China joint venture partner. These descriptions are based on the Faraday Future management team’s discussions with such counterparties and
the latest available information and estimates as of the date of this presentation. In each case, such descriptions are subject to negotiation and execution of definitive agreements with such counterparties which have not been completed as of the date of this presentation
and, as a result, such descriptions of key business partnerships of Faraday Future, remain subject to change.
2
Legal Disclaimers
FINANCIAL INFORMATION; NON-GAAP FINANCIAL MEASURES
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration
statement, or prospectus to be filed by PSAC with the SEC. Some of the financial information and data contained in this presentation, such as EBITDA and EBITDA less capital expenditures, have not been prepared in accordance with United States generally accepted
accounting principles (“GAAP”). EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization. PSAC and Faraday Future believe these non-GAAP measures of financial results provide useful information to
management and investors regarding certain financial and business trends relating to Faraday Future’s financial condition and results of operations. PSAC and Faraday Future believe that the use of these non-GAAP financial measures provides an additional tool for
investors to use in evaluating projected operating results and trends in and in comparing Faraday Future’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these
non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be
recorded in Faraday Future’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial
measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. Faraday Future is not providing a reconciliation of its projected EBITDA and projected EBITDA less capital expenditures for full
years 2020-2025 to the most directly comparable measure prepared in accordance with GAAP because Faraday Future is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the
financial impact, and the periods in which the adjustments may be recognized. For the same reasons, Faraday Future is unable to address the probable significance of the unavailable information, which could be material to future results. You should review Faraday
Future’s audited financial statements, which will be included in the Registration Statement (as defined below) relating to the proposed business combination (as described further below).
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT
The proposed business combination will be submitted to stockholders of PSAC for their consideration. PSAC intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to
be distributed to PSAC’s stockholders in connection with PSAC’s solicitation for proxies for the vote by PSAC’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to Faraday Future’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, PSAC will mail a definitive proxy statement
and other relevant documents to its stockholders as of the record date established for voting on the proposed business combination. PSAC's stockholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and
any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with PSAC's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed business combination, because these
documents will contain important information about PSAC, Faraday Future and the proposed business combination. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC
regarding the proposed business combination and other documents filed with the SEC by PSAC, without charge, at the SEC's website located at www.sec.gov or by directing a request to Jordan Vogel, Co-CEO (email: [email protected] or phone: 646-
502-9845).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO OFFER OR SOLICITATION
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
TRADEMARKS
This presentation contains trademarks, service marks, trade names and copyrights of Faraday Future, PSAC and other companies, which are the property of their respective owners.
3
Today’s Agenda
6. Disruptive products
4
Introduction
5
Proposed Transaction Summary
Property Solutions Acquisition Corp (“PSAC”), in partnership with Riverside Management Group (“RMG”), has identified Faraday Future as a highly attractive
business, whose industry-leading technology and disruptive products will enable it to play a leading role in the future of advanced, connected and electric mobility
Jerry Wang — Transaction implies a pro forma enterprise value of $2,642 million
VP, Capital Markets
Valuation — 0.3x 2024E revenue of $10,555 million
— Co-founder, Global Galaxy
— Director, Corporate Finance, LeEco Group — 2.9x 2024E EBITDA of $914 million
RMG led an extensive, multi-month long due diligence effort, focusing in particular on FF’s technology, governance and business plan
(1) See page 44 for key assumptions and additional details.
(2) $175 million of the $795 million PIPE is from a Tier 1 Chinese City and is subject to customary regulatory approvals.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
6
Faraday Future: A Differentiated and Compelling Investment Opportunity
— Expected launch within twelve months of merger supported by 40+ prototypes and
preproduction assets and a robust hybrid manufacturing strategy
— 300+ employees led by CEO Dr. Carsten Breitfeld and a highly experienced
management team
— Industry redefining 1050 HP, less than 2.4 seconds 0–60 mph luxury EV with
unique truly harmonized Internet, Autonomous Driving Ready (1) and Intelligence
3rd living space that outperforms Tesla(2)
7
“…[FF 91 is an] electric car with
Bugatti Veyron-rivaling power…”
– AUTOBLOG
The Faraday Future Opportunity
8
Future of Automotive Industry
FF is setting new standards in luxury and performance that will enhance quality of life and redefine the
future of intelligent mobility ecosystems
9
Internet and Intelligent EV Company
Future FF 91 Milestones
— Additional contract manufacturing agreements in South Korea with expected
Q1 2021:
production capacity of up to ~270,000 vehicles per year PROGRAM FACTORY
RESTART COMPLETE
10
Led by a Team with Decades of Proven, Executive Experience
Leadership and deep bench expertise from automotive, software, internet, consumer electronics, and AI to break industry boundaries,
create eco-chemistry, and lead the transformation of automotive industry
Dr. Carsten Breitfeld Zvi Glasman Robert Kruse
Global CEO CFO SVP, Product Execution
11
Supported by a Deep Bench of Industry Experts
Leadership and deep bench expertise from automotive, software, internet, consumer electronics, and AI to break industry boundaries,
create eco-chemistry, and lead the transformation of automotive industry
Tin Mok Morris Gao Philip Bethell
User Ecosystem Sales and Market-FF CN VP, VLE & Manufacturing
Business Development-FF CN
FF China Leadership Team: Kai Zhao, Junmin Wang, Aaron Ma, Yunfei Luan, Shisheng Cheng, Jin Li, Jim Gao
12
The FF 91 to be Built with Innovative, Class Redefining Features
— 1050 HP powered by 3 high performance electric motors With this transaction, the FF 91 is
expected to launch inside of 12
— All-wheel drive, all-wheel steer and rear-wheel torque vectoring months of equity funding
— Truly mobile connectivity with fixed broadband Internet speed
13
FF 91 Real World and On-Road Validation
Range Testing
LAS VEGAS
January 2020:
Faraday Future’s CEO Dr. Carsten Breitfeld and
270 miles covered, most
Product Execution SVP Robert Kruse drove 270 of which was uphill
miles from Los Angeles to Las Vegas, with 110
miles remaining from the original charge
LOS ANGELES
Performance Testing
June 2017:
Faraday Future's FF 91 blazed through the
12.42-mile track at Pike’s Peak in 11:25.083,
becoming the fastest production-designed EV to
do so.(1) Previous record holder was a Tesla
Model S, which took 23 seconds more to
complete the 4,720-foot ascent
14
“…traditional automakers would kill to have an
EV program with the level of development and
interior technology that Faraday is offering…”
– JALOPNIK
15
“…FF 91 is more like a Bentley or a Rolls-Royce,
with a long, lean, spacious cabin complete with a
zero-gravity reclining seat…”
– ELECTREK
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
16
“The passenger experience is heaven.
The back seat is a dream. I don’t need my
hotel room, I thought. I can sleep here…”
– DIGITAL TRENDS
17
Revolutionary, All-New Immersive, Intelligent and Connected Driving Experience
— Redefining engagement with Seamless Entry technology that identifies user upon approach and
reconfigures vehicle preferences and settings
— Six driver-specific screens including an ultra-large heads-up display and slim instrument cluster
— On-screen gesturing with swipe of fingers across Center Information Display for distraction free driving
Note: The above description is a selected list of attributes and does not reflect the total feature set.
(1) FF 91 is hardware-ready for L3 autonomous driving.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
18
Third Internet Living Space Powered by I.A.I(1)
— Facial recognition in each seating zone automatically loads FFID(2) profiles and user-specific personal
preferences
— NASA-inspired Zero Gravity seats with industry leading 60° recline and most leg room in its class(3)
— Innovative Spa mode with ventilated seats, seat massage and control over ambient environment
— A world of displays, including the industry’s first 17" front passenger screen and industry leading 27"
rear passenger display, allowing users to stream their favorite movies, TV shows and live sports while
FF 91 is in motion without driver distraction
— Continuous broadband connectivity and high speed powered Super Mobile AP (three modems) (4)
— Enhanced user experience platform powered by Android to enable seamless access to 3rd party apps
19
The FF 91 is a Leader in Performance
E-TRON 55 E-TRON 55
I-Pace QUATTRO Polestar 2 Model S ES8 Taycan FF 91 QUATTRO Polestar 2 I-Pace ES8 Taycan FF 91 Model S
45
261
225 234
201 204 30
25 24
15
E-TRON 55 E-TRON 55
Taycan QUATTRO ES8 I-Pace Polestar 2 FF 91 Model S ES8 I-Pace QUATTRO FF 91 Model S Taycan
Source: Based on EV passenger car data provided by Roland Berger LP for EVs in the market as of September 2020. See Roland Berge r Disclaimer on page 2.
Note: As of November 2020, NIO claims the ES8 can achieve a 580 km (~360 mi) range. This NEDC estimated range refers to the manu facturer's range estimate under ideal conditions and according to the New European Driving Cycle (NEDC) standards.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
20
The FF 91 is a Leader in Comfort
Fixed Fixed
E-TRON 55
Taycan Model S/X Phantom 7 Series Bentagya S Maybach FF 91 Taycan QUATTRO Model S ES8 S Class FF 91
Source: Based on EV passenger car data provided by Roland Berger LP for EVs in the market as of September 2020. See Roland Berge r Disclaimer on page 2.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
21
Why FF Wins – Differentiated Technology and Flexible Manufacturing Platforms
(1) L3 defined as conditional driving automation. The vehicle can control both steering and accelerating / decelerating and has environmental detection capabilities.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
22
1. Industry Leading VPA Enables Next-Gen Passenger Vehicles and LMD Offerings
Key Advantages
Various Motor/Powertrain Modular Battery and Wheelbase Capital Efficient and Fast to Market Autonomous Ready
Configurations
✓ Battery pack comprised of “strings” ✓ Motors, gearboxes, inverters, ✓ Internet connectivity
✓ Various motor configurations that enable various wheelbases battery stings and battery modules
ranging from one to four motor variable range reused in all derivatives ✓ Brand defining user experience
configurations enabling improved safety
✓ Modules easily adapted to 900 volts ✓ Continuous and simultaneous
✓ Maximizes reuse improvement across product ✓ Full suite of autonomous hardware
✓ Laser welded cells enable 50% less generations at launch
✓ Torque vectoring capable with FWD, pack welds than Tesla wire bonding
RWD, AWD and four-wheel steering ✓ Manufacturing flexibility
23
1. Next Generation Passenger Vehicle Offerings Leveraging VPA
Vehicle
Class defining luxury, performance, connectivity Mass market vehicles with leading
Premium mass market electric vehicles
and personalized user experience technology and connectivity
Wheelbase /
3,200mm E/F Segment 3,000mm D/E Segment 2,850mm C/D Segment
Segment
Target Pricing Starting from $180,000 Starting from $100,000 Starting from $95,000 Starting from $59,000 Starting from $65,000 Starting from $45,000
— MB Maybach — MB S-Class — Tesla Model S/X — BMW 5-Series — Porsche Macan — Tesla Model 3/Y
— Bentley Bentayga — Porsche Taycan — BMW X5 — NIO ES8/ES6 — BMW 3-Series — MB C-Class
— Lamborghini Urus — Audi E8 e-tron — Range Rover Sport — MB E-Class — BMW X3 — MB EQC
Competitive set
— Ferrari Purosangue — MB G/GL/GLS — Land Rover Discovery — Rivian R1S — MB GLC
— BMW 7 Series — Jaguar J-Pace — Jaguar I-Pace
— Lucid Air — Range Rover Velar
24
1. Building the FF Brand to Stand Out versus Competitors
Users will experience a premium brand across different segments (FF 91, FF 81 and FF 71 series) through modern design, superior
driving experience, and personalized user experience – a combination of features unmatched in the automotive industry
(1) Not comprehensive – Based on Roland Berger view of representative set of premium / luxury vehicle brands and EV startups. See Roland Berger Disclaimer on page 2.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
25
1. Purpose Built Smart Last Mile Delivery Vehicles Leveraging VPA
Future-proof
— Adaptive modular build enables additional use cases (utilities, tradesmen and others) with
minimal additional time or investment
— Equipped with L3 ready autonomy and ready-for-future capabilities
26
2. Unique Transformative Propulsion Technology Developed In-House
— Liquid coolant drives energy density and — Very low inverter losses provide 98% — Advanced motor control algorithms and
temperature outperformance efficiency software
— Dual voltage system with maintenance-free — High reliability due to tab bonds in high — Advanced vehicle dynamics, all wheel steering,
use for vehicle life current path all-wheel drive with torque vectoring (2)
— High power efficient charging capability — High torque accuracy with fast transient — Hairpin motor windings for high copper fill
response factor and lower losses
— Reduced manufacturing cost
— Integrated monitoring system provides — Low Noise-Vibration-Harshness (“NVH”)
— Enhanced battery safety enhanced safety
— Enables excellent control, stability, and safety
— Supports multiple motor configurations at maximum power
27
2. Superior Real World Performance Makes the FF 91 One-of-a-Kind
Power-to-weight ratio, rear electric drive unit (kW/kg) Battery Pack-Level Energy Density (Wh/kg)
FF 91 3.6 FF 91 187(2)
Porsche
2.3 Tesla Model S 156
Taycan Turbo S
Porsche
BMW i3 1.4 133
Taycan Turbo S
Source: Based on EV passenger car data provided by Roland Berger LP for EVs in the market as of September 2020. See Roland Berger Disclaimer on page 2.
(1) Certain EV startups including Lucid have claimed to have in development new drivetrains that may or may not have better performance characteristics.
(2) 173 Wh/kg with coolant; 187 Wh/kg without coolant.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
28
3. Advanced Internet, Autonomous Driving and Intelligence (I.A.I) Technology
Integrated technology stack created by team with deep industry experience in developing and deploying large scale
internet services and applications
I.A.I Hardware I.A.I Software, Cloud & AI Applications Autonomous Driving Ready
— High-performance computing — Patented Future OS operating — Enhanced user experience platform — High-Performance Compute
platform: Dual systems-on-a-chip system allows multiple users to powered by Android enable System: Level-3 capable system
(SoC) design login throughout FF 91, preparing seamless access to existing apps with a redundant safety architecture
user’s preferences per their cloud- based on NVIDIA Xavier System-
— Level 3-capable autonomous — Simultaneously stream movies, TV
based FFID profiles on-a-chip
driving w/ redundant safety utilizing shows, live sports, music and video
conferencing throughout the cabin — Highway Auto-Drive: Hardware-
NVIDIA Xavier chipset — Vehicle software and applications
— Patented Intelligent Aggregation ready for advanced highway auto-
are continuously updated via OTA
— Full 360° sensor coverage Engine pulls content from multiple drive features
updates
video apps and displays content in — Parking Features: Targeting full
— Modular, scalable and flexible — Multiple levels of cybersecurity a single area, removing the need to
across entire platform autonomous valet parking &
access multiple apps to view your summon in any parking lot or
— 3 cellular modems provide high-
content structure
speed and continuous coverage — Machine learning automatically
updates FFID preferences based on — Proprietary Intelligent
Microphones and cameras for — Full Auto-Drive, including Urban
— user habits and navigation routines Recommendation Engine learns
each passenger enable facial your digital media preferences Autonomy: Full 360˚ sensor
recognition, voice controls and across multiple video apps and coverage for advanced auto-drive &
— Remote diagnostics allows FF to auto-park features. LIDAR-
video conferencing address potential issues with users’ provides personalized
recommendations integrated & driver-monitored for
vehicles additional safety and driver comfort
29
3. Deep, Differentiated, Valuable and Protected Technology
30
4. Flexible Manufacturing Strategy Provides a Clear Path to Production
Faraday Future has renovated an existing facility which significantly reduced both costs and lead time
— Production capacity of ~10,000 vehicles per year — Production capacity of up to ~270,000 vehicles per year
— Only ~$90mm of capital required to complete development — FF has signed an agreement with Myoung Shin for
(fractional compared to other capital-intensive OEMs / EVs) additional capacity to manufacture vehicles
— 1.1 million square-feet manufacturing facility — Myoung Shin has significant experience in automotive
production
— Renovated an existing facility which significantly reduced
costs and lead time — Production to be launched in former GM plant with key
retained personnel in vehicle production and ramp-up
— Extensive use of virtual manufacturing capabilities to
validate operations — Korea benefits from very low or no tariffs on imports and
exports to key target markets
— In-house pre-production validation ensures a smooth
production ramp-up
31
4. FF, Geely Holding and a Tier 1 Chinese City Provide Possible Upside Opportunity in China
Investment Framework(1)
— Contemplated JV among FF, Geely Holding and a Tier 1 Chinese City to support
FF China production and FF China headquarters
Assets
— Geely Holding – with over 2 million vehicles sold in 2019 – to provide contribution
on mass market platform and support with respect to manufacturing capability and
capacity for mass market vehicle production in China
Governmental Subsidy
— Tier 1 Chinese City to provide a subsidy for the foreign investment efforts, such as
tax benefits, and an additional subsidy for the establishment of a R&D center
GLOBAL TOP 15 OEM &
TOP 3 LARGEST NON-GOVERNMENT OWNED OEM IN CHINA
(1) As of the date of this presentation, no definitive documentation with respect to the joint venture has been executed. As a result, the joint venture may not occur or occur on substantially different terms than described herein. There is no guarantee or assurance that FF will be able to establish a joint
venture with the Tier 1 Chinese City and/or Geely Holding or another party in China or elsewhere.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
32
More Than 94% of Key Components Have Already Been Sourced
Inverter, Motor & Gearbox FF has established relationships with global world-class tier 1 suppliers from
North America, Europe, and Asia
— Inverter is completely designed, patented and assembled in-house
Battery Cells
33
The FF 91 Has Already Completed Most of the Vehicle Development Hurdles
T=0
(TRANSACTION CLOSE)
FEASIBILITY PHASE CONCEPT PHASE DEVELOPMENT PHASE (ENGINEERING VALIDATION AND VERIFICATION) PRODUCTION PREPARATION
zzzz
Concept Build Prototype Build Pre-production Build Production Try Out Start of Sales
✓ Systems installation ✓ Vehicle assembled ✓ Vehicle has full intelligent driving Non-Saleable Build: Futurist Experience Ready for Commercial Use
to design and control function features
— ID and correct process and I.A.I user — Homologation &
✓ Prototype initial specification
interface interaction issues certification complete
validation and ✓ System integration and development
calibration ✓ Prototype tooling — Simulated full manufacturing and — Engineering sign-off
utilized production process & quality review passed
✓ Vehicle technical specification validation
Non-salable phase results in better performance — Assembly line is accelerated
against quality targets. Non-salable vehicles can be
✓ Propulsion system calibration upgraded to salable vehicles in a stair-step process until
FUTURE GATING EVENTS.
target run-rate is achieved
34
Comprehensive Online to Offline Sales Ecosystem
Direct sales model utilizes online and offline channels to drive sales and user operations and continuously create value
FF ONLINE FOR PROCESSING OF PURCHASES FF SELF-OWNED STORES FOR BRAND FF PARTNER-OW NED STORES FOR ASSET-
ESTABLISHMENT LIGHT SALES NETWORK EXPANSION
Targeting Stores in Top 20 Cities Across 3 Major Markets by 2025 Overview of Recent MOUs
FF has signed agreements across the globe to
support their Partner-Owned store strategy
US
—
China
—
35
Premium After-Sales Differentiation
36
“With consumer consciousness on the rise and market
Financial Ov erview forces gaining momentum, EVs are quickly becoming
the future of the automotive industry and a darling for
investors who recognize this growth potential.”
– FORBES
37
The Market Potential for Smart EVs is Massive and Growing
Passenger EV Market (~7.7mm annual units sold by 2025E)(1) LMD EV Market (~470k annual units sold by 2025E) (2)
(Units in millions) (Units in thousands)
~49% CAGR
1,680
~29% CAGR
5.9
~34% CAGR 4.6
4.0
470
2.0
1.1 0.9
0.2 0.5 30
2020E 2025E 2030E 2020E 2025E 2030E 2020E 2025E 2030E 2020E 2025E 2030E
38
Volumes and Revenue
39
Profitability
— Executable BoM reduction plan as business scales in 2023E & 2024E 2021E 2022E 2023E 2024E 2025E
— Carryover and carryback cost benefits for both interior and body
$914
design and materials
40
FF 91 12-Month Budget After Equity Financing
$97
— Only ~$90mm of capital required to complete
development of Hanford facility
41
Transaction Ov erview
42
Transaction Overview
— Business combination between FF Intelligent Mobility Global Holdings Ltd. (“Faraday Future”, “FF” or the “Company”) and Property Solutions
Transaction Acquisition Corp. (NASDAQ: PSAC), a publicly traded special purpose acquisition company
Structure — The transaction, inclusive of the planned $795 million PIPE financing, is expected to fully fund FF through the launch of the FF 91
— Target filing initial S-4 by early February 2021 with transaction close expected in Q2 2021
— Fully diluted pro forma equity value of ~$3.4 billion (assuming $738 million in net cash at closing)
— Existing Faraday Future stakeholders will roll the entirety of their existing equity holdings into the combined company and are
expected to receive ~68% of the pro forma equity
Valuation
— Transaction implies a pro forma enterprise value of $2,642 million
— 0.3x 2024E revenue of $10,555 million
— 2.9x 2024E EBITDA of $914 million
— Funded by a combination of PSAC cash held in a trust account, roll-over FF equity, conversion of debt to equity and a new PIPE raise
Capital
— Transaction will result in $738 million of cash on the balance sheet to fund the production of the FF 91
Structure
— The pro forma company is expected to have little to no outstanding debt after this transaction(1)
— Total of 9 members on the Board of Directors, including 5-6 Independent Directors who have sufficient public company directorship experience
and relevant industry expertise, who will have an initial two-year term and subject to reelection annually thereafter
— Company management, through FF Top Holdings Ltd., will appoint 2 Directors and nominate 4 independent Directors
— RMG will appoint 1 Director, Philip Kassin
Governance
— PSAC will appoint 1 Director, Jordan Vogel
— In addition, the Company’s CEO, Dr. Carsten Breitfeld, will be a Director
— After the closing, FF Top will have the contractual right to nominate a number of Directors proportionate to the aggregate vo ting power of FF
Top and certain other shareholders that agree to vote as a group with FF Top(2)
(1) Subject to agreement by certain lenders and assumes $9.2mm PPP loan is forgiven prior to close. The company is also currently in discussions with a potential bridge lender that may provide the company with up to $85 million in secured debt, some or all of which may remain outstanding after the closing.
(2) FF Top has entered into voting agreements with FF stakeholders such that, as of the closing, FF Top is expected to have voting power (subject to certain limitations) with respect to approximately 33% of the company’s outstanding shares and be able to nominate three of the company’s nine directors after the closing.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
43
Transaction Structure and Pro Forma Equity Ownership
44
Market Capitalization / Volume Benchmarking
@ IPO / Current
Announcement
Unit Volumes at IPO / Announcement versus Current
(Units in thousands)
Recent Electric Vehicle SPACs Recent Battery SPACs Electric Vehicle OEMs
491.0
Faraday Future Canoo Fisker Lordstown QuantumScape Romeo Tesla NIO Xpeng Li Auto
Excluding Tesla, market volumes for electric vehicles remain relatively low today
Source: Company filings, investor presentations, Wall Street Research and FactSet as of 01/22/2021.
Note: Assumptions used to calculate market capitalization at announcement:
Faraday Future: share price $10, 303.4mm shares outstanding.
Fisker: share price $10, 294mm shares outstanding.
Lordstown: share price $10, 164mm shares outstanding.
QuantumScape: share price $10, 447.6mm shares outstanding.
Canoo: share price $10, 244.8mm shares outstanding.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
. 45
Valuation Benchmarking at IPO / Announcement
2024E 2025E 2024E 2025E Current 2027E 2028E 2024E 2025E 2014E 2015E 2022E 2023E 2024E 2025E
trading price
Implied at Deal Recent Electric Vehicle SPACs Recent Battery SPACs Electric Vehicle OEMs
Value 12.5x
9.8x
8.6x 8.2x
4.1x 5.1x 4.3x
2.9x 3.5x 2.9x 3.1x
1.1x 1.6x 2.0x
0.9x 0.7x NA 0.8x 0.6x NA
Faraday Future Canoo Fisker Lordstown QuantumScape Romeo Tesla NIO Xpeng Li Auto
Source: Company filings, investor presentations, Wall Street Research and FactSet as of 01/22/2021.
Note: Assumptions used to calculate EV at announcement:
Faraday Future: share price $10, 303.4mm shares outstanding, $0 debt.
Fisker: share price $10, 294mm shares outstanding, $0 debt.
Lordstown: share price $10, 164mm shares outstanding, $0 debt.
QuantumScape: share price $10, 447.6mm shares outstanding, $0 debt.
Canoo: share price $10, 244.8mm shares outstanding, $0 debt.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
. 46
Operational Benchmarking at IPO / Announcement
249%
180%
92% 85% 68%
59% 38% 38% 39%
Faraday Future Canoo Fisker Lordstown QuantumScape Romeo Tesla NIO Xpeng Li Auto
Recent Electric Vehicle SPACs Recent Battery SPACs Electric Vehicle OEMs
25.2% 25.0%
22.3%
18.9% 20.9% 17.0%
20.5%
13.1% 14.5% 16.0%
8.7% 10.8% 10.4% 9.2% 10.0% 6.8% 8.1%
5.6%
NA
0% NA
0.0%
Faraday Future Canoo Fisker Lordstown QuantumScape Romeo Tesla NIO Xpeng Li Auto
2024E 2025E 2024E 2025E 2027E 2028E 2024E 2025E 2014E 2015E 2022E 2023E 2024E 2025E
Source: Company filings, investor presentations, Wall Street Research and FactSet.
Note: Financial projections assume transaction close in Q1 2021.
© 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL
47
Faraday Future vs Recent Electric Vehicle Opportunities
FF 91 Series
Lifestyle Vehicle Fisker Ocean
B2C Offerings FF 81 Series n/a
Sport Vehicle Fisker EMotion
FF 71 Series
Delivery Vehicle
SLMD
B2B Offerings Contract Engineering n/a Endurance Pickup
(Customized Configurations)
Skateboard Licensing Opportunities
48
FF is setting new standards in Leading new product on Industry leading
luxury and performance that will the market technology
enhance quality of life and
redefine the future of intelligent Proceeds from the SPAC Highly experienced
mobility ecosystems transaction will culminate management team well-
in expected launch within positioned to drive the
“The best way to predict the future is to 12 months success of FF for years to
actively shape it” come
49
WWW.FF.COM
50
Risk factors
These risk factors are being provided to certain sophisticated institutional investors for potential investment in Property Solutions Acquisition Corp. (“PSAC”) as part of a proposed business combination between FF
Intelligent Mobility Global Holdings Ltd. (“Faraday Future”, “FF,” “we”, “us” or “our”) and PSAC pursuant to which a wholly -owned subsidiary of PSAC will be merged with and into Faraday Future, and the combined
company will become a publicly traded company (the “Business Combination,” and the post-Business Combination entity being referred to as the “combined company”). Investing in shares of PSAC common stock to be
issued in connection with the Business Combination involves a high degree of risk. Investors should carefully consider the ri sks and uncertainties inherent in an investment in us and in our securities, including those
described below, before subscribing for the shares of PSAC common stock. If we cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, our
business, financial condition or results of operations could be materially and adversely affected. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we
currently believe to be immaterial may also impair our business, financial condition or results of operations. You should review the investors presentation and perform your own due diligence, prior to making an
investment in PSAC and Faraday Future
— We have a limited operating history under our current business model and we have not yet sold any production vehicles to customers. We face significant barriers to growth in the EV industry.
— We have incurred losses in the operation of our business and anticipate that we will continue to incur losses in the future. We may never achieve or sustain profitability. Any investment in FF is therefore highly
speculative.
— We expect our operating expenses to increase significantly in the future, which may impede our ability to achieve profitabili ty. The rate at which we will incur costs and losses in future periods from current levels
may significantly increase as we continue to build our product offerings, build our manufacturing facilities, increase inventory and develop other services and activities.
— If we do not appropriately manage future growth, if any, or are unable to improve our systems, processes and controls, our business, prospects, financial condition or results of operations could be materially and
adversely affected. The growth and expansion of our business places a continuous and significant strain on our management, operational and financial resources. Additionally, our productivity and the quality of
our products may be adversely affected if we do not integrate and train our new employees quickly and effectively.
— Our operating results forecast rely in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our actual operating results may suffer. Our analysis is
based on projected purchase prices, unit costs for materials, manufacturing, packaging and logistics, and our estimated number of orders for the vehicles with factors such as our current costs, and industry cost
benchmarks taken into consideration. Any of these bases may end up being different than anticipated. Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially
and adversely affect our business, prospects, financial results and results of operations. Although a third party consultant has reviewed our financial model, such third party consultant has not validated our
financial model and no reliance should be placed on such consultant’s review.
— We may be unable to meet our future capital requirements, including capital required for initial investments to reach first production and revenue, which could limit our ability to grow and jeopardize our ability to
continue our business operations.
— We have substantial existing indebtedness and may incur substantial additional indebtedness in the future, and we may not be able to refinance our current borrowings on terms that are acceptable to us, or at all.
— Our debt agreements contain covenant restrictions that may limit our ability to operate our business.
— Our vehicles are in development and we do not expect our first vehicle to be produced until the first quarter of 2022, if at all.
— We identified five material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identifies additional material weaknesses in the future or
otherwise fails to maintain an effective system of internal controls, we may not be able to accurately or timely report our f inancial condition or results of operations, which may adversely affect our business and
share price.
— For the year ended December 31, 2019, our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited
financial statements included in this proxy statement/prospectus.
51
Risk factors – (cont’d)
— We will depend on revenue generated from a limited number of models of vehicles in the foreseeable future.
— The market for our vehicles is nascent and not established. In particular, the market for ultra-luxury electric vehicles may not develop in accordance with our expectations or at all.
— We are highly dependent on our suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of our products according to our schedule and at
prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these suppliers, could have a material adverse effect on our business and operating results.
— If any of our suppliers become economically distressed or go bankrupt, we may be required to provide substantial financial support or take other measures to ensure supplies of components or materials, which
could increase our costs, affect our liquidity or cause production disruptions.
— We, our outsourcing partners and suppliers are subject to substantial regulation and unfavorable changes to, or failure by us, our outsourcing partners or our suppliers to comply with, these regulations could
substantially harm our business and operating results.
— We face a number of challenges in the sale and marketing of our vehicles, including, without limitation:
— We have yet to obtain licenses and other rights in certain technologies, software, and content needed for our vehicles and we may face technical difficulties and attendant delays in integrating such technologies in
our vehicles. Licensing third party technology carries risks that are difficult to control. Accordingly, we may need to modify aspects of planned vehicle designs and alter features.
— Our decision to manufacture our own vehicles in our Hanford, California facility significantly increases our anticipated capi tal expenditure and does not guarantee we may not incur significant delays in the
production of our vehicles.
— Production and manufacturing of some of our vehicles will be outsourced to a third-party contract manufacturer in South Korea on which we will be heavily reliant. If such contract manufacturer fails to produce and
deliver our vehicles in a timely manner for any reason, our business could be materially harmed.
— We may establish a joint venture in China to produce vehicles for the Chinese market and elsewhere. No definitive documentati on with respect to the contemplated joint venture in China has been executed. As a
result, the joint venture may not occur or occur on substantially different terms than described herein. There is no guarante e or assurance that we will be able to establish a joint venture in China or elsewhere.
52
Risk factors – (cont’d)
— Substantial aspects of our business and operation may be based in China, which will be subject to economic, operational and legal risks specific to China. Further, if our operations and markets are substantially
based on in China, we may need to rely on dividends and other distributions paid by our PRC subsidiaries to fund any cash and financing requirements. Any limitation on the ability of our PRC subsidiaries to make
payments to us, including but not limited to foreign currencies control, could have a material and adverse effect on our busi ness, prospects, financial condition and results of operation, including our ability to
conduct business, or limit our ability to grow.
— We may be adversely affected by the complexity, uncertainties and changes in PRC regulations on internet-related business, automotive businesses and other business carried out by our PRC subsidiaries,
including China’s newly enacted Foreign Investment Law.
— Changes in U.S. and international trade policies, including tariffs, export and import controls and laws, particularly with r egard to China, may adversely impact our business and operating results.
— Any independent registered public accounting firm operating in China that we use as an auditor for our operation in China will not permitted to be subject to inspection by Public Company Accounting Oversight
Board, and as such, investors may be deprived of the benefits of such inspection. In addition, if additional remedial measures are imposed on PRC-based accounting firms, the financial statements prepared by
such PRC-based accounting firms may be determined to not be in compliance with the requirements of the Exchange Act, if at all.
— Continued or increased price competition in the automotive industry generally, and in electric and other alternative energy vehicles in particular, may harm our business.
— The automotive markets are highly competitive. We face competition from a number of sources, including new and established domestic and international competitors, and expect to face competition from others in
the future, including competition from companies with new technology. This fierce competition may impair our revenues, increase our costs to acquire new customers, and hinder our ability to acquire new
customers.
— Our go to market and sales strategy, including Faraday Future-owned and dealer-owned stores as well as an online web platform, will require substantial investment and commitment of resources and are subject
to numerous risks and uncertainties.
— Difficult economic conditions, financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may affect consumer purchases of luxury or discretionary
items, such as our electric vehicles.
— We face risks related to natural disasters, health epidemics and pandemics, terrorist attacks, civil unrest and other circumstances outside our control, including the current COVID-19 pandemic, which could
significantly disrupt our operations.
— If we are unable to attract and/or retain key employees and hire qualified personnel, our ability to compete could be harmed.
— If our employees were to engage in strikes or other work stoppages, or if third-party strikes or work stoppages cause supply chain interruptions, and our business, prospects, operations, financial condition and
liquidity could be materially adversely affected.
— Unionization activities or labor disputes may disrupt our operations and affect our profitability.
— The discovery of defects in vehicles may result in delays in new model launches, recall campaigns or increased warranty costs. Additionally, discovery of such defects and related recalls may adversely affect our
brand and result in a decrease in the residual value of our vehicles, which may materially harm our business.
— We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
— We may not be able to obtain patent protection on certain of our technological developments because some of our existing applications were abandoned and applicable filing deadlines for seeking to protect such
technologies may have passed in the United States and around the world.
53
Risk factors – (cont’d)
— We have elected to protect some of our technologies as trade secrets rather than as patents, however, this approach risks the wrongful disclosure and use of our trade secrets by departing employees and others.
Also, if another person has filed or files in the future a patent application on the same subject invention we may be precluded from subsequently filing for our own patent on such invention.
— We face better-funded competitors with formidable patent portfolios and there can be no guarantee that one or more competitors has not and will not obtain patent protection on features necessary to implement in
our vehicles.
— We have little patent coverage anywhere in the world except the United States and China. The risks and difficulties in enfor cing intellectual property rights can be particularly acute in China.
— We could be sued for infringement of misappropriation. If we are sued for infringing or misappropriating intellectual proper ty rights of third parties, litigation could be costly and time consuming and could prevent
us from developing or commercializing our future products.
— We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets or other intellectual property rights of former employers of our employees’.
— We are dependent upon our proprietary intellectual properties. We may need to commence litigation to protect and enforce our intellectual property rights which may incur significant costs and expensive and may
not be successful. Additionally, even if we are able to take measures to protect our intellectual property, third-parties may independently develop technologies that are the same or similar to ours.
— \We are subject to stringent and changing laws, regulations, standards and contractual obligations related to data privacy and security, and our actual or perceived failure to comply with such obligations could
harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business, prospects, fi nancial condition and results of operations.
— We are subject to cybersecurity risks relating to our various systems and software, and any failure, cyber event or breach of security could prevent us from effectively operating our business, harm our reputation or
subject us to significant liability.
— We will be subject to complex and stringent data protection and privacy laws and regulations. Any significant or high profile data privacy breach or violation of data privacy laws could result in the loss of business
and reputation, litigation against us, liquidated and other damages, and regulatory investigations and penalties that could adversely affect our reputation and operating results and financial condition.
— We plan to incorporate self-driving functionality in our vehicles and, as a result, may be subject to risks associated with autonomous driving technology. This feature increases the risk of security and safety failures
and related liability. Additionally, there is a variety of international, federal and state regulations that may apply to autonomous vehicles, which include many existing vehicle standards that were not originally
intended to apply to vehicles that may not have a driver. Such regulations continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations and could result in higher
costs and cash expenditures, or may delay products or restrict self-driving features and availability, any of which could adversely affect our business, prospects, financial condition and results of operation.
— We may not be able to obtain regulatory approval for our vehicles.
— We and our manufacturing partners may be subject to increased environmental and safety or other regulations resulting in higher costs, cash expenditures, and/or sales restrictions.
— We may be subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions and other similar laws and regulations, and noncompliance with such laws and regulations could subject us to civil,
criminal and administrative penalties, remedial measures and legal expenses, all of which could adversely affect our business, prospects, results of operations, financial condition and reputation.
— Increases in costs, disruption of supply or shortage of materials used to manufacture our vehicles, in particular for lithium-ion cells, could harm our business.
— The markets in which we operate are highly competitive, and we may not be successful in competing in these industries. We cur rently face competition from new and established domestic and international
competitors and expect to face competition from others in the future, including competition from companies with new technology.
— Developments in alternative technologies may materially adversely affect the demand for our electric vehicles.
54
Risk factors – (cont’d)
— Developments in new energy technology, such as advanced diesel, ethanol, fuel cells, or compressed natural gas, or improvements in the fuel economy of internal combustion engines, may materially and
adversely affect our business, prospects, financial condition and results of operations.
— Our vehicles will make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame. Any failure of our vehicles or battery packs could subject us to product liability claims,
product recalls, or redesign efforts, and lead to negative publicity. Moreover, any failure of a competitor’s electric vehic le or energy storage product may cause indirect adverse publicity for us and our products. In
addition, we will need to store a significant number of lithium-ion cells at our facilities, and any mishandling of battery cells may cause disruption to business operations and cause damage and injuries.
— We may not be able to guarantee customers access to efficient, economical and comprehensive charging solutions.
— We will face risks associated with international operations, including possible unfavorable regulatory, political, currency, tax and labor conditions, which could harm our business, prospects, financial condition and
results of operations.
— We might not be able to obtain and maintain sufficient insurance coverage, which could expose us to significant costs and business disruption.
— Changes in tax laws may materially adversely affect the combined company’s financial condition, results of operations and cash flows.
— Government financial support, incentives and policies for electric vehicles are subject to change. Discontinuation of any of the government subsidies or imposition of any additional taxes or subcharges could
adversely affect our business, prospects, financial condition and results of operations.
— The combined company’s ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
— As a result of the Business Combination, the combined company’s tax obligations and related filings may become significantly more complex and subject to greater risk of audit or examination by taxing authorities,
and outcomes resulting from such audits or examinations could adversely impact the combined company’s after-tax profitability and financial results. In addition, the combined company will have international
supplier and customer relationships and may expand operations to multiple jurisdictions, including jurisdictions in which the tax laws, their interpretation or their administration may not be favorable. Additionally,
future changes in tax laws or regulations in any jurisdiction in which the combined company will operate could result in changes to the taxation of the combined company’s income and operations, which could
cause the combined company’s after-tax profitability to be lower than anticipated.
— If we, or third parties which we engage, are unable to provide financing, leasing or subscription arrangements for our vehicles on terms acceptable to potential customers, our business could be materially harmed.
— We may engage in direct-to-consumer leasing, financing or subscription arrangements in the future, and our business could be materially harmed if our customers fail to make payments or default on their
obligations to us. In lease arrangements, used vehicle residual value risk is one of the larger risks that could lead to substantial losses if our vehicles’ fair market value deteriorates faster than expected.
— Our ability to successfully effect the Business Combination, and the combined company’s ability to successfully operate the business thereafter, will be largely dependent upon the efforts of certain key personnel
of Faraday Future, all of whom we expect to stay with the combined company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the
combined business.
— Our Founder Yueting Jia is closely associated with the image and brand of Faraday Future. Circumstances affecting Mr. Jia’s reputation, and investor and public perception of his role and influence in the
company, may shape Faraday Future’s brand and ability to do business. In particular, in 2020, Mr. Jia was determined by the Shenzhen Stock Exchange of China to be unsuitable for a position as director,
supervisor or executive officer of public listed companies in China as a result of violation by a public company founded and controlled by Mr. Jia in China of several listing rules of Shenzhen Stock Exchange,
including illegal provision of funding and guarantees of by the company to other affiliated companies founded by Mr. Jia, discrepancies in the company’s forecast and financials, and improper use of proceeds in
from company’s public offering. While Mr. Jia completed his a Chapter 11 restructuring plan with respect to his personal debts and debt claims in June 2020, he remains on China’s “debtor blacklist” and there is no
assurance that such negative publicity, although not directly related to FF, would not adversely affect our business, prospec ts, brand, financial condition and results of operations.
55
Risk factors – (cont’d)
— We are subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. The outcome of litigation is inherently uncertain. If one or more legal
matters were resolved against Faraday Future in a reporting period for amounts above management’s expectations, Faraday Futur e’s financial condition and operating results for that reporting period could be
materially adversely affected.
— Upon the completion of the Business Combination, the combined company will adopt a dual-class common stock structure consisting of Class A common stock and Class B common stock, and FF Top Holding Ltd
(“FF Top”), an entity collectively controlled by FF’s existing management and employees, including Mr. Jia, and certain credi tors in Mr. Jia’s personal bankruptcy, will beneficially own, directly or indirectly, all of the
Class B common stock. Each share of Class A common stock will be entitled to one vote and each share of Class B common stock will initially be entitled to one vote; however, if the combined company’s equity
market capitalization reaches $20 billion, the Class B common stock will convert from one vote per share to ten votes per share.
— If FF Top obtains its such super enhanced voting rights, it would have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of the assets of
the combined company, election of directors and other significant corporate actions. FF Top could take actions that are not in the best interest of the combined company or its other shareholders. This mechanism
may discourage, delay or prevent a change in control, which could have the effect of depriving other shareholders of the combined company of the opportunity to receive a premium for their shares as part of a
sale of our company.
— Our dual class structure may depress the trading price of shares of the combined company’s Class A common stock and/or make the trading price of shares of the combined company’s Class A common stock
more volatile.
— If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, the share price and trading volume of our Class A common stock could
decline.
— Following the consummation of the Business Combination, the combined company’s only significant asset will be ownership of 100% of Faraday Future’s capital stock, and we do not currently intend to pay
dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.
— There can be no assurance that the combined company’s Class A common stock will be approved for listing on the Nasdaq or that the combined company’s Class A common stock will be able to comply with the
continued listing standards of the Nasdaq.
— Subsequent to the consummation of the Business Combination, the combined company may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or
other charges that could have a significant negative effect on the combined company’s financial condition, results of operati ons and the price of our common stock, which could cause you to lose some or all of
your investment.
— If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of the combined company’s Class A common stock may decline.
— In addition, following the Business Combination, fluctuations in the trading price of the combined company’s securities could contribute to the loss of all or part of your investment. Prior to the Business
Combination, there has not been a public market for our capital stock. Accordingly, the valuation ascribed to us may not be i ndicative of the price that will prevail in the trading market following the Business
Combination. If an active market for the combined company’s securities develops and continues, the trading price of the combi ned company’s securities following the Business Combination could be volatile and
subject to wide fluctuations in response to various factors, some of which are beyond the combined company’s control.
— The combined company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is
consummated could have a material adverse effect on its business.
— The combined company will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging
growth companies, it could make the combined company’s securities less attractive to investors and may make it more difficult to compare the combined company’s performance to the performance of other public
companies.
56
Risk factors – (cont’d)
— Following the consummation of the Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on
its business, financial condition and results of operations.
— We may issue additional shares of common stock or preferred shares under an employee incentive plan upon or after consummatio n of the Business Combination, which would dilute the interest of our
stockholders.
— The combined company’s certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder
litigation matters, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
— Charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of the combined company’s Class A common stock.
— Claims for indemnification by the combined company’s directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to the
combined company.
— The future exercise of registration rights may adversely affect the market price of the combined company’s Class A common stock.
— Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control.
57