Form 8-K

8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Accession: 0001213900-26-045586

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0001805521

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0286915-8k_faraday.htm (Primary)

EX-4.1 — FORM OF A NOTE (ea028691501ex4-1.htm)

EX-4.2 — FORM OF B NOTE (ea028691501ex4-2.htm)

EX-10.1 — NOTE PURCHASE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE INVESTOR (ea028691501ex10-1.htm)

EX-10.2 — DEPOSIT ACCOUNT CONTROL AGREEMENT, DATED APRIL 17, 2026, BY AND AMONG FFAI HOLDINGS, LLC, THE INVESTOR, AND LAKESIDE BANK. (ea028691501ex10-2.htm)

EX-10.3 — PLEDGE AGREEMENT, DATED APRIL 17, 2026, BY AND BETWEEN FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE INVESTOR (ea028691501ex10-3.htm)

EX-10.4 — GUARANTY AGREEMENT, DATED APRIL 17, 2026, BY AND AMONG CERTAIN SUBSIDIARIES OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. THEREOF AND THE INVESTOR (ea028691501ex10-4.htm)

EX-10.5 — FORM OF PLACEMENT AGENCY AGREEMENT BY AND BETWEEN FARADAY FUTURE INTELLIGENT ELECTRIC INC. AND THE PLACEMENT AGENT (ea028691501ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 17, 2026

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39395

84-4720320

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1990 E. Grand Avenue

El Segundo, CA

90245

(Address of principal executive offices)

(Zip Code)

(424) 276-7616

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

FFAI

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share

FFAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On April 17, 2026 (the “Signing Date”),

Faraday Future Intelligent Electric Inc. (the “Company”) entered into a note purchase agreement (the “Purchase Agreement”)

with an accredited investor (the “Investor”), pursuant to which the Company issued, and the Investor purchased, for an aggregate

purchase price of $45 million, (i) a Promissory Note A-1 in the original principal amount of $15,780,000.00 (the “A-1 Note”,

and together with any notes to be issued under the same form from time to time pursuant to the Purchase Agreement, the “A Notes”);

and (ii) a Secured Promissory Note B in the original principal amount of $30,000,000.00 (the “B Note”, and collectively with

the A Notes, the “Notes” and each individually, a “Note”). The closing (the “Closing” and the date

thereof, the “Closing Date”) occurred on April 17, 2026. The Notes, and the shares of Class A Common Stock (as defined below)

issuable upon redemption of the Notes are collectively referred to as the “NPA Securities”.

Within ten (10) trading days following Company’s

next annual stockholder meeting (the “Stockholder Meeting”), Company will reserve (the “Share Reserve”) a number

of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) equal to (a)(i)(A) the aggregate

outstanding balance of all outstanding A Notes divided by (B) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) (the “Nasdaq

Minimum Price”) multiplied by (ii) one and a half (1.5) plus (b)(i)(A) the outstanding balance of the B Note divided by (B) the

Nasdaq Minimum Price multiplied by (ii) one-half (0.5) (the “Reserve Calculation Amount”). The Company also agreed upon request

from the Investor (which request will not be more frequent than once per month) to add additional shares of Class A Common Stock to the

Share Reserve from time to time in increments of 100,000 shares (subject to adjustment for stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, subdivisions or other similar events) if at any time after the Stockholder Meeting the

number of shares of Class A Common Stock held in the Share Reserve is less than the Reserve Calculation Amount. The Company further agreed

to add additional shares of Class A Common Stock to the Share Reserve immediately prior to each issuance of an additional A Note to reflect

the new Reserve Calculation Amount.

Note Exchange

Each time the aggregate outstanding balance of

all A Notes is reduced by at least $300,000.00, then Company will have the right to exchange not more than half of such balance reduction

amount of the B Note for an A Note (each, a “Note Exchange”, each such date, the “Exchange Date”), but only if

such Note Exchange is requested within five (5) trading days of the date of the applicable balance reduction of the A Notes and only so

long as each of the Exchange Conditions (as defined below) is satisfied as of such date. If at any time the aggregate outstanding balance

of all outstanding A Notes is less than $1,000,000.00, the Company will have the right to consummate a Note Exchange in an amount up to

$5,000,000.00, less the aggregate outstanding balance of all A Notes, but only if requested within five (5) trading days of the date of

the applicable balance reduction of the A Notes and only so long as each of the Exchange Conditions is satisfied as of such date. The

maturity date for each A Note issued pursuant to a Note Exchange will be equal to the greater of twelve (12) months and the length of

time remaining on the B Note.

The Company’s right to consummate a Note

Exchange will also be subject to satisfaction of each of the following conditions (the “Exchange Conditions”): (i) the “Company’s

Shareholders’ Equity” as reported in its last periodic report and as used and defined in Company’s financial statements

is at least $5,000,000.00; (ii) Company’s market capitalization is at least $5,000,000.00; (iii) the Company has established and

maintained the Share Reserve (as defined below); (iv) no Trigger Event (as defined in the Notes) shall have occurred and be continuing

under any Note; (v) the Company shall be in compliance with all required Nasdaq continued listing standards, other than the minimum bid

price requirement set forth in Nasdaq Listing Rule 5550(a)(ii) during the pendency of the initial 180-day compliance period provided pursuant

to Nasdaq Listing Rule 5810(c)(3)(A); (vi) the Company has not received a delisting determination notice with respect to its Class A Common

Stock from the Nasdaq Listing Qualifications Department; and (vii) the Company shall have obtained approval from its stockholders approving

the transaction contemplated hereby (the “Approval”) and the Approval shall be in full force and effect as of the applicable

Exchange Date.

A-1 Note

Interest; Term

The A-1 Note will mature on the date that is twenty

four (24) months after the Purchase Price Date (as defined below). Interest is payable on the Outstanding Balance of the A-1 Note at a

rate of nine percent (9%) per annum simple interest from the Purchase Price Date until the same is paid in full. All interest calculations

are computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable

in accordance with the terms of the A Note.

Original Issue Discount, Expenses and

Monitoring Fee

The A-1 Note will carry an original issue discount

of $750,000.00 (the “OID”), in addition to an aggregate of $30,000.00 reimbursement to cover Investor’s legal, accounting

and due diligence expenses (the “Transaction Expense Amount”) incurred in connection with the purchase and sale of the A-1

Note.

The Company may pay all or any portion of the

Outstanding Balance earlier than it is due. If the Company exercises its right to prepay the A-1 Note, the Company shall make payment

to the Investor of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance the Company elects to prepay.

In the event this A-1 Note is outstanding on the

one hundred eighty (180) day anniversary of the day when the Purchase Price is delivered by the Investor to the Company (the “Purchase

Price Date”), the Company will be charged a one-time fee to cover the Investor’s accounting, legal and other costs incurred

in monitoring the A-1 Note equal to the Outstanding Balance (as defined below) divided by .80 less the Outstanding Balance.

As used herein, “Outstanding Balance”

means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for

payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest (including default Interest),

collection and enforcements costs (including attorneys’ fees) incurred by the Investor, transfer, stamp, issuance and similar taxes

and fees incurred under the A-1 Note.

Redemptions

On or after the six (6) months anniversary of

the Purchase Price Date (the “Benchmark Date”), the Investor shall have the right, exercisable at any time in its sole and

absolute discretion, by providing one or more written notice to the Company (each, a “Redemption Notice”), to redeem (such

amount, the “Redemption Amount”), in aggregate, up to $750,000.00 (the “Maximum Monthly Redemption Amount”) per

calendar month. The foregoing maximum monthly Redemption Amount will be aggregated with redemptions submitted under all other A Notes.

The Company must pay the applicable Redemption Amount plus make-whole interest on such amount as if such amount had been held to maturity

(“Make-Whole Interest”) to the Investor in cash or Class A Common Stock (“Redemption Shares”) within two (2) trading

days of delivery of the applicable Redemption Notice. If the Company elects to pay the applicable Redemption Amount in Redemption Shares,

it must notify the Investor of such election within one (1) trading day of delivery of the Redemption Notice. The number of Redemption

Shares deliverable pursuant to a Redemption Notice will be calculated as follows: the applicable Redemption Amount plus Make-Whole Interest

divided by the Nasdaq Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) on the Redemption Date. Notwithstanding the foregoing,

the Company may only elect to pay a Redemption Amount in Redemption Shares if certain conditions are satisfied as of the applicable Redemption

Date. In the event the applicable Nasdaq Minimum Price is below $0.0603 (the “Floor Price”), the Investor will have the right,

at its election to have the applicable Redemption Amount paid in cash.

On or after the Benchmark Date, if on any

given trading day the Class A Common Stock trades at a price that is at least fifteen percent (15%) greater than the Nasdaq Minimum

Price for such trading day (such event, the “Limited Redemption Event”), then the Investor shall have the right to

submit one or more Redemption Notices in an amount (the “Limited Redemption Amount”) up to the lesser of (i) five

percent (5%) of the cumulative daily dollar trading volume on the trading day that a Limited Redemption Event occurs and (ii)

$5,000,000.00 (the “Maximum Limited Redemption Amount”) at any time, but no later than the fifth (5th)

trading day after the date when the Limited Redemption Event occurs (“Limited Redemptions”). The Maximum Limited

Redemption Amount will be aggregated with Limited Redemptions made under all outstanding Notes. The Company must pay the applicable

Limited Redemption Amount plus Make-Whole Interest to the Investor in Redemption Shares within two (2) Trading Days of delivery of

the applicable Redemption Notice. The number of Redemption Shares deliverable pursuant to a Limited Redemption will be calculated as

follows: the applicable Limited Redemption Amount plus Make-Whole Interest divided by the Nasdaq Minimum Price on the Redemption

Date. In the event the applicable Nasdaq Minimum Price is below Floor Price, the Investor will have the right, at its election to

have the applicable Redemption Amount paid in cash.

Default Interest

At any time following the occurrence of a Trigger

Event (as defined under the A-1 Note), as listed under the Section 5.1 of the A-1 Note, which is incorporated by reference herein, the

Investor may, at its option, send written notice to the Company demanding that the Company cure such Trigger Event within five (5) trading

days (the “Cure Period”). On one (1) occasion during the term of each A Note, the Investor can elect to increase the Outstanding

Balance by 1.075 (the “Trigger Effect”), following the occurrence of a Trigger Event.

If the Company fails to cure the Trigger Event

within the Cure Period, the Trigger Event will automatically become an event of default (the “Event of Default”), upon which,

the Investor may accelerate the A Notes by written notice to the Company, with the Outstanding Balance becoming immediately due and payable

in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses

5.1(b) - 5.1(f), an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such

Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written

notice required by the Investor for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event

of Default and for so long as such Event of Default is continuing, upon written notice given by the Investor to the Company, interest

shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the

lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”).

As used herein, “Mandatory Default Amount”

means the Outstanding Balance following the application of the Trigger Effect.

B Note

Interest, and Term

B Note will mature on the date that is twenty

four (24) months after the Purchase Price Date. Interest is payable on the outstanding balance of the B Note at the rate of three and

a half percent (3.5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall

be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable

in accordance with the terms of the B Note.

The Company may pay all or any portion of the

outstanding balance earlier than it is due. If the Company exercises its right to prepay the B Note, the Company shall make payment to

the Investor of an amount in cash equal to 105% multiplied by the portion of the outstanding balance the Company elects to prepay. Early

payments of less than all principal, fees and interest outstanding will not, unless agreed to by the Investor in writing, relieve the

Company of its remaining obligations hereunder.

Redemptions

On or after the Benchmark Date, if on any

day a Limited Redemption Event occurs, then the Investor shall have the right at any time, but no later than the fifth

(5th) trading day after the date when the Limited Redemption Event occurs, to redeem, by one or more Redemption

Notices the Limited Redemption Amount up to the Maximum Limited Redemption Amount. The Maximum Limited Redemption Amount will be

aggregated with Limited Redemptions made under all outstanding Notes. The Company must pay the applicable Limited Redemption Amount

plus Make-Whole Interest to the Investor in Redemption Shares within two (2) Trading Days of delivery of the applicable Redemption

Notice. The number of Redemption Shares deliverable pursuant to a Limited Redemption will be calculated as follows: the applicable

Limited Redemption Amount plus Make-Whole Interest divided by the Nasdaq Minimum Price on the Redemption Date. In the event the

applicable Nasdaq Minimum Price is below Floor Price, the Investor will have the right, at its election to have the applicable

Redemption Amount paid in cash. Upon the delivery of Redemption Shares pursuant to a Limited Redemption under the B Note, the

Company will have the right to request a withdrawal from the Deposit Account equal to the applicable Limited Redemption Amount.

In the event a Limited Redemption Event occurs

while any A Note and B Note remain outstanding and the applicable Limited Redemption Amount plus Make-Whole Interest is less than or equal

to the aggregate outstanding balance of all A Notes, Limited Redemptions shall only be made on A Notes and not the B Note.

Default Interest

At any time following the occurrence of a Trigger

Event (as defined under the B Note), as listed under the Section 4.1 of the B Note, which is incorporated by reference herein, the Investor

may, at its option, send written notice to the Company demanding that the Company cure such Trigger Event within the Cure Period.

If the Company fails to cure the Trigger Event

within the Cure Period, the Trigger Event will automatically become an event of default (the “Event of Default”), upon which,

the Investor may accelerate the A Notes by written notice to the Company, with the Outstanding Balance becoming immediately due and payable

in cash Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 4.1(b) - 5.1(f), an Event of Default

will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately

and automatically due and payable in cash, without any written notice required by the Investor for the Trigger Event to become an Event

of Default. At any time following the occurrence of any Event of Default and for so long as such Event of Default is continuing, upon

written notice given by the Investor to the Company, interest shall accrue on the Outstanding Balance beginning on the date the applicable

Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under

applicable law (“Default Interest”).

Deposit Account Control Agreement; Guaranty;

Pledge Agreement

The Company’s obligations under the B Note

are secured by the Deposit Account Control Agreement (the “DACA”) with respect to the Deposit Account (as defined in the DACA),

and the Pledge Agreement (as defined in the NPA) and are guaranteed pursuant to the Guaranty (as defined in the NPA). The Company acknowledges

and agrees that the Investor is authorized to send a Lender Instruction Notice (as defined in the DACA) to the Bank (as defined in the

DACA) directing the disposition of the funds held in the Deposit Account: (a) upon the occurrence of a Trigger Event (as defined in the

B Note); or (b) upon the Investor’s receipt of a notice from the Company pursuant to Section 4(vii) of the NPA if the Investor believes

in its sole discretion that the funds in the Deposit Account are threatened by the action described in the notice.

Upon completion of a Note Exchange, an amount

equal to the portion of the outstanding balance of the B Note exchanged for the applicable A Note will be eligible to be released from

the Deposit Account.

The foregoing summaries of the NPA, A-1 Note,

B Note, DACA, Pledge Agreement, and Guaranty do not purport to be complete and are subject to, and are qualified in its entirety by, the

full text of the NPA, A-1 Note, B Note, DACA, Pledge Agreement, and Guaranty, which are filed as Exhibit 10.1, 4.1, 4.2, 10.2, 10.3 and

10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Placement Agency Agreement

On the Signing Date, the Company also entered

into a placement agency agreement (the “PAA”) with Univest Securities, LLC (the “Placement Agent”), in connection

with the transactions contemplated under the Purchase Agreement. Pursuant the PAA, the Company agreed to pay to the Placement Agent (i)

a cash fee equal to 8% of (A) the gross proceeds received by the Company from the sale of the A-1 Note and (B) any actual amounts released

to the Company from the Deposit Account; and (ii) a $50,000 out-of-pocket expenses to cover the reasonable fees and expenses of Placement

Agent’s counsel and due diligence analysis (collectively, the “Cash Fee”).

If any private or public offering or other financing

or capital raising transaction of any kind is consummated with the Placement Agent introduced investors (including their affiliates) within

six (6) months after the Signing Date, the Placement Agent is entitled to the Cash Fee as described above.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 of this Current

Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

4.1

Form of A Note

4.2

Form of B Note

10.1

Note Purchase Agreement, dated April 17, 2026, by and between Faraday Future Intelligent Electric Inc. and the Investor.

10.2

Deposit Account Control Agreement, dated April 17, 2026, by and among FFAI Holdings, LLC, the Investor, and Lakeside Bank.

10.3

Pledge Agreement, dated April 17, 2026, by and between Faraday Future Intelligent Electric Inc. and the Investor.

10.4

Guaranty Agreement, dated April 17, 2026, by and among certain subsidiaries of Faraday Future Intelligent Electric Inc. thereof and the Investor.

10.5

Form Placement Agency Agreement by and between Faraday Future Intelligent Electric Inc. and the Placement Agent.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Date: April 20, 2026

By:

/s/ Koti Meka

Name:

Koti Meka

Title:

Chief Financial Officer

EX-4.1 — FORM OF A NOTE

EX-4.1

Filename: ea028691501ex4-1.htm · Sequence: 2

Exhibit 4.1

PROMISSORY NOTE A-1

Effective Date: April 17, 2026

U.S. $15,780,000.00

FOR VALUE RECEIVED, Faraday

Future Intelligent Electric Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville

Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $15,780,000.00 and

any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date

(the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance

at the rate of nine percent (9%) per annum simple interest from the Purchase Price Date until the same is paid in full. All interest calculations

hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months and shall be payable

in accordance with the terms of this Note. This Promissory Note A-1 (this “Note”) is issued and made effective as of

April 17, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes Purchase Agreement dated

April 17, 2026, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”).

Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This Note carries an original

issue discount of $750,000.00 (the “OID”). In addition, Borrower agrees to pay $30,000.00 to Lender to cover Lender’s

legal, accounting and due diligence expenses incurred in connection with the purchase and sale of this Note (the “Transaction

Expense Amount”). The OID and the Transaction Expense Amount are included in the initial principal balance of this Note and

are deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $15,000,000.00

(the “Purchase Price”), computed as follows: $15,780,000.00 original principal balance, less the OID and the Transaction

Expense Amount.

1. Payment;

Prepayment.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank account

furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection,

if any, then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal

hereunder.

1.2. Prepayment.

Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. If Borrower exercises its right to prepay this

Note, Borrower shall make payment to Lender of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance Borrower

elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing,

relieve Borrower of Borrower’s remaining obligations hereunder.

2. Monitoring

Fee. In the event this Note is outstanding on the one hundred eighty (180) day anniversary of the Purchase Price Date (the “Monitoring

Fee Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and other costs incurred

in monitoring this Note equal to the Outstanding Balance divided by .80 less the Outstanding Balance (the “Monitoring

Fee”). The Monitoring Fee will be automatically added to the Outstanding Balance on the Monitoring Fee Date. By way of example

only, if the Outstanding Balance on the Monitoring Fee Date were $1,000,000.00, then the Monitoring Fee added to the Outstanding Balance

would be $250,000.00 ($1,000,000.00/.80 - $1,000,000.00). Notwithstanding the foregoing, the Monitoring Fee and interest accrued on the

Monitoring Fee will be forgiven, on a pro rata basis, each time Borrower makes a cash payment hereunder.

3. Guaranty.

Borrower’s obligations under this Note are guaranteed by the Subsidiaries (as defined in the Purchase Agreement) pursuant to the

Guaranty (as defined in the Purchase Agreement).

Redemptions.

4.1. Monthly

Redemptions. Beginning on October 17, 2026, Lender shall have the right, exercisable at any time in its sole and absolute discretion,

to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption Amount”) per calendar month by

providing written notice to Borrower (each, a “Redemption Notice”). The foregoing maximum monthly Redemption Amount

will be aggregated with redemptions submitted under all other A Notes (as defined in the Purchase Agreement). For the avoidance of doubt,

Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month (the date a Redemption Notice is delivered

to Borrower, the “Redemption Date”). Borrower must pay the applicable Redemption Amount plus make-whole interest on

such amount as if such amount had been held to maturity (“Make-Whole Interest”) to Lender in cash or Class A Shares

(“Redemption Shares”) within two (2) Trading Days of delivery of the applicable Redemption Notice. If Borrower elects

to pay the applicable Redemption Amount in Redemption Shares, it must notify Lender of such election within one (1) Trading Day of delivery

of the Redemption Notice. The number of Redemption Shares deliverable pursuant to a Redemption Notice will be calculated as follows: the

applicable Redemption Amount plus Make-Whole Interest divided by Nasdaq Minimum Price on the Redemption Date. Notwithstanding the foregoing,

Borrower may only elect to pay a Redemption Amount in Redemption Shares if all Exchange Conditions (as defined in the Purchase Agreement)

and Equity Conditions are satisfied as of the applicable Redemption Date. In the event the applicable Nasdaq Minimum Price is below the

Floor Price, Lender will have the right, at its election to have the applicable Redemption Amount paid in cash.

4.2. Limited

Redemptions. Beginning on October 17, 2026, if at any time thereafter a Limited Redemption Event occurs, then Lender shall have the

right to submit one or more Redemption Notices in an amount (the “Limited Redemption Amount”) up to the Maximum Limited

Redemption Amount at any time during the applicable Limited Redemption Window (“Limited Redemptions”). The Maximum

Limited Redemption Amount will be aggregated with Limited Redemptions made under all outstanding Notes (as defined in the Purchase Agreement).

Borrower must pay the applicable Limited Redemption Amount plus Make-Whole Interest to Lender in Redemption Shares within two (2) Trading

Days of delivery of the applicable Redemption Notice. The number of Redemption Shares deliverable pursuant to a Limited Redemption will

be calculated as follows: the applicable Limited Redemption Amount plus Make-Whole Interest divided by Nasdaq Minimum Price on the Redemption

Date. Notwithstanding anything to the contrary herein, in the event a Limited Redemption Event occurs while both A Notes and the B Note

(as defined in the Purchase Agreement) remain outstanding and the applicable Limited Redemption Amount plus Make-Whole Interest is less

than or equal to the aggregate outstanding balance of all A Notes, Limited Redemptions shall only be made on A Notes. For the avoidance

of doubt, Limited Redemptions will not count toward the Maximum Monthly Redemption Amount. In the event the applicable Nasdaq Minimum

Price is below the Floor Price, Lender will have the right, at its election to have the applicable Limited Redemption Amount paid in cash.

5. Trigger

Events; Defaults; Remedies.

5.1. Trigger

Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay any

principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official

shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty (30) days or

shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing

its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment

for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign);

(f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to observe or perform any covenant

set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s prior written

consent; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement contained herein

or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 5.1

and Section 4 of the Purchase Agreement, and such default or failure to observe or perform remains uncured for a period of ten (10) consecutive

calendar days; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in

any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any

material respect when made or furnished; (k) Borrower effectuates a reverse split of its Class A Shares without ten (10) calendar days

prior written notice to Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary

of Borrower or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period

of thirty (30) calendar days unless otherwise consented to by Lender; (m) a non-management supported preliminary proxy is filed against

Borrower; (n) Borrower breaches any covenant or other term or condition contained in any Other Agreements, and such breach remains uncured

for a period of ten (10) consecutive calendar days; and (o) Borrower fails for any reason to timely deliver the Redemption Shares to Lender’s

designated brokerage account, free of any restrictive legend, by the applicable dates specified herein, provided, however, that

on five (5) occasions during the life of this Note (aggregated with all other such occasions occurring under all other Notes), the Company

shall be granted one (1) additional Trading Day to deliver Redemption Shares following the required delivery date thereof.

5.2. Trigger

Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance

by applying the Trigger Effect (subject to the limitation set forth below). Notwithstanding anything to the contrary herein, the Lender

shall only be permitted to apply the Trigger Effect on one (1) occasion during the term of this Note.

5.3. Defaults.

At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower

cure such Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required five (5) Trading

Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

5.4. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written

notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding

the foregoing, upon the occurrence of any Trigger Event described in clauses 5.1(b) - 5.1(f), an Event of Default will be deemed to have

occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically

due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become

an Event of Default. At any time following the occurrence of any Event of Default and for so long as such Event of Default is continuing,

upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable

Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under

applicable law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and

Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration

of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.

Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a

holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 5.4. No such rescission or annulment

shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s

right to pursue any other remedies available to it at law or in equity.

6. Unconditional

Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower

not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter

against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

7. Waiver.

No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.

No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other

prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide

a waiver or consent in the future except to the extent specifically set forth in writing.

8. Ownership

Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall not

effect any Redemption Notice of this Note to the extent that after giving effect to such Redemption Notice would cause Lender (together

with its affiliates) to beneficially own a number of Class A Shares exceeding 9.99% of the number of Class A Shares outstanding on such

date (including for such purpose the Class A Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes

of this section, beneficial ownership of Class A Shares will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the

Purchase Agreement). The foregoing Maximum Percentage is enforceable, unconditional and non-waivable and shall apply to all affiliates

and assigns of Lender.

9. Opinion

of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any

such opinion provided by its counsel with such opinion subject to the approval of Borrower, which approval shall not be unreasonably withheld,

conditioned or delayed.

10. Governing

Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper

venue for any disputes are incorporated herein by this reference.

11. Arbitration

of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in

the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

12. Cancellation.

After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and

shall not be reissued.

13. Amendments.

The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

14. Assignments.

Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred

by Lender to any of its affiliates without the consent of Borrower.

15. Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

the subsection of the Purchase Agreement titled “Notices.”

16. Liquidated

Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s

damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict

future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree

that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended

by the parties to be, and shall be deemed, liquidated damages.

17. Severability.

If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower

and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, Borrower

has caused this Note to be duly executed as of the Effective Date.

BORROWER:

Faraday Future Intelligent Electric Inc.

By:

Matthias Aydt, Co-Global Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville Capital, LLC

By:

John Fife, President

[Signature

Page to Promissory Note A-1]

ATTACHMENT 1

DEFINITIONS

For purposes of this

Note, the following terms shall have the following meanings:

A1. “Class A

Shares” means shares of Borrower’s Class A common stock, par value $0.0001 per share.

A2. “Equity

Conditions” means that each of the following conditions has been satisfied on the applicable Redemption Date: (a) all of

the Redemption Shares would be freely tradable pursuant to an effective registration statement, under Rule 144 or without the need

for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on redemptions of

this Note); (b) the applicable Redemption Shares would be eligible for immediate resale by Lender; (c) no Trigger Event shall

have occurred and be continuing hereunder; (d) the average and median daily dollar trading volume of the Class A Shares on its

principal market for the previous twenty (20) Trading Days is greater than $500,000.00; (e) the closing trade price of the Class A

Shares on the applicable Redemption Date must be greater than or equal to $0.10; and (f) the Class A Shares are trading on Nasdaq or

NYSE.

A3. “Floor

Price” means $0.0603.

A4.

“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or

indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its

subsidiaries is the surviving corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly

or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or

substantially all of its respective properties or assets to any other person or entity, (iii) Borrower or any of its

subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a

purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of

Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or

affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Borrower or any of

its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock

of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or

associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other

business combination), or (v) Borrower or any subsidiary pays or makes any monetary or non-monetary dividend or distribution to its

equity holders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d)

and 14(d) of the 1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall

become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the

aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower. For the avoidance of doubt, Borrower

or any of its subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will be deemed to be a

Fundamental Transaction unless such agreement contains a closing condition that this Note is repaid in full upon consummation of the

transaction.

A5. “Limited

Redemption Event” means that on any given Trading Day the Class A Shares trade at a price that is at least fifteen percent

(15%) greater than the Nasdaq Minimum Price for such Trading Day.

A6. “Limited

Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on the date that is

five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one (1) Limited

Redemption Window may be open at the same time.

A7. “Mandatory

Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A8. “Maximum

Limited Redemption Amount” means five percent (5%) of the cumulative daily dollar trading volume on the Trading Day that a

Limited Redemption Event occurs, not to exceed an amount equal to $5,000,000.00; measured as the cumulative dollar trading volume on

all exchanges beginning at 4:01 PM Eastern Time on the Trading Day before the occurrence of the Limited Redemption Event and ending

at 4:00 PM Eastern Time on the Trading Day during which the Limited Redemption Event occurs.

A9. “Maximum

Monthly Redemption Amount” means $750,000.00.

A10. “Nasdaq

Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d) (calculated, where applicable, as if the

“binding agreement” as used in Nasdaq Rule 5635(d) is dated as of the date of the applicable Redemption Notice(s)).

A11. “Other

Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or

an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material

agreement.

A12.

“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the

case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued

but unpaid interest (including Default Interest), collection and enforcements costs (including attorneys’ fees) incurred by

Lender, transfer, stamp, issuance and similar taxes and fees incurred under this Note.

A13. “Purchase

Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A14. “Trading

Day” means any day on which Borrower’s principal trading market (or such other principal market for the Class A Shares)

is open for trading.

A15. “Trigger

Effect” means, subject to the last sentence of Section 5.2, multiplying the Outstanding Balance as of the date the applicable

Trigger Event occurred by seven and half percent (7.5%) for the first occurrence of any Trigger Event, with the sum of the foregoing then

becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred.

EX-4.2 — FORM OF B NOTE

EX-4.2

Filename: ea028691501ex4-2.htm · Sequence: 3

Exhibit 4.2

SECURED PROMISSORY NOTE B

Effective Date: April 17, 2026

U.S. $30,000,000.00

FOR VALUE RECEIVED, Faraday

Future Intelligent Electric Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville

Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $30,000,000.00 and

any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date

(the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance

at the rate of three and a half percent (3.5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations

hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily

and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this “Note”) is issued

and made effective as of April 17, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes

Purchase Agreement dated April 17, 2026, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase

Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein

by this reference.

1. Payment; Prepayment.

1.1. Payment. All payments

owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank account furnished

by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection, if any,

then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal hereunder.

1.2. Prepayment. Borrower

may pay all or any portion of the Outstanding Balance earlier than it is due. If Borrower exercises its right to prepay this Note, Borrower

shall make payment to Lender of an amount in cash equal to 105% multiplied by the portion of the Outstanding Balance Borrower elects to

prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve

Borrower of Borrower’s remaining obligations hereunder.

2. Security. Borrower’s

obligations under this Agreement are secured by the DACA (as defined in the Purchase Agreement), the Deposit Account (as defined in the

DACA), and the Pledge Agreement (as defined in the Purchase Agreement) and are guaranteed by the Guaranty (as defined in the Purchase

Agreement). Borrower acknowledges and agrees that Lender is authorized to send a Lender Instruction Notice (as defined in the DACA) to

the Bank (as defined in the DACA) directing the disposition of the funds held in the Deposit Account: (a) upon the occurrence of a Trigger

Event (as defined below); or (b) upon Lender’s receipt of a notice from Borrower pursuant to Section 4(vii) of the Purchase Agreement

if Lender believes in its sole discretion that the funds in the Deposit Account are threatened by the action described in the notice.

3. Limited Redemptions.

Beginning on October 17, 2026, if at any time thereafter a Limited Redemption Event occurs, then Lender shall have the right to submit

one or more written notices to Borrower (each, a “Redemption Notice”) (the date a Redemption Notice is delivered to

Borrower, the “Redemption Date”) in an amount (the “Limited Redemption Amount”) up to the Maximum

Limited Redemption Amount at any time during the applicable Limited Redemption Window (“Limited Redemptions”). The

Maximum Limited Redemption Amount will be aggregated with Limited Redemptions made under all other outstanding Notes (as defined in the

Purchase Agreement). Borrower must pay the applicable Limited Redemption Amount plus make-whole interest on such amount as if such amount

had been held to maturity (“Make-Whole Interest”) to Lender in Class A Shares (“Redemption Shares”)

within two (2) Trading Days of delivery of the applicable Redemption Notice. The number of Redemption Shares deliverable pursuant to a

Limited Redemption will be calculated as follows: the applicable Limited Redemption Amount plus Make-Whole Interest divided by Nasdaq

Minimum Price on the Redemption Date. Notwithstanding anything to the contrary herein, in the event a Limited Redemption Event occurs

while any A Note (as defined in the Purchase Agreement) and this Note remain outstanding and the applicable Limited Redemption Amount

plus Make-Whole Interest is less than or equal to the aggregate outstanding balance of all A Notes, Limited Redemptions shall only be

made on A Notes and not this Note. Upon the delivery of Redemption Shares pursuant to a Limited Redemption under this Note, Borrower will

have the right to request a withdrawal from the Deposit Account equal to the applicable Limited Redemption Amount. In the event the applicable

Nasdaq Minimum Price is below the Floor Price, Lender will have the right, at its election to have the applicable Limited Redemption Amount

paid in cash.

4. Trigger Events; Defaults;

Remedies.

4.1. Trigger Events.

The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay any principal,

interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official shall be

appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty (30) days or shall not

be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing its

inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment for

the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign);

(f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to observe or perform any covenant

set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s prior written

consent; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement contained herein

or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1