Liquidity and Capital Resources and Going Concern |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Liquidity and Capital Resources and Going Concern | Liquidity and Capital Resources and Going Concern Conditions Raising Substantial Doubt The Company has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered the Company’s recurring losses from operations since inception and continued cash outflows from operating activities. Based on this evaluation, the Company concluded that substantial doubt exists regarding its ability to continue as a going concern for the one-year period following issuance of these Unaudited Condensed Consolidated Financial Statements. The Company has devoted, and expects to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities. As of June 30, 2026, the Company had an accumulated deficit of $4,779.9 million, unrestricted cash of $11.2 million, current restricted cash of $12.5 million, and a working capital deficit of $83.8 million. The restricted cash was generally unavailable to fund the Company’s ordinary operating activities. Excluding restricted cash from current assets, the Company had a working capital deficit of $96.3 million. The Company incurred a net loss of $81.3 million for the six months ended June 30, 2026. This condition, together with the Company’s accumulated deficit and liquidity constraints, contributes to management’s determination that there is substantial doubt about the Company’s ability to continue as a going concern under ASC 205-40. The Company projects that it will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program, initiate production of its FX Series vehicles, and continue and expand its robotics production and commercialization activities. Management also considered its current five-year business plan, together with its June 30, 2026 liquidity position, expected operating cash requirements, known and reasonably knowable obligations, and financing assumptions relevant to the one-year assessment period. This information indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities. If additional capital is not secured, the Company may not have sufficient resources to meet its obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. Although management expects that the launch of the FX Series and the expansion of robotics commercialization activities may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months. The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints. Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding the Company’s ability to continue as a going concern within the next twelve months. Management’s Plans In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt. The Company has historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock. Management intends to continue pursuing these funding sources. During the three months ended June 30, 2026, the Company completed two additional financing transactions. On April 17, 2026, the Company issued the Secured Streeterville Notes for an aggregate purchase price of $45.0 million and an aggregate original principal amount of approximately $45.8 million. On May 15, 2026, the Company issued the 2026 May Convertible SPA Notes for aggregate funded proceeds of $25.0 million and an aggregate unpaid principal balance of $27.0 million. Of the aggregate proceeds from these financings, $42.5 million was deposited into accounts subject to deposit account control agreements and was classified as restricted cash as of June 30, 2026. Although these financings provided additional capital, a substantial portion of the proceeds remained restricted, and the financings did not eliminate the Company’s need to obtain additional funding. See Note 8, Notes Payable, for additional information. In June 2026, the Company filed a replacement registration statement on Form S-3 covering the potential offer and sale, from time to time, of up to $300.0 million of securities, including a prospectus relating to potential sales of up to $90.0 million of Class A Common Stock under the Company’s ATM Program. The replacement registration statement became effective on July 24, 2026 and is intended to replace the Company’s prior shelf registration statement and support future capital raising activities. Subsequent to June 30, 2026, the Company commenced sales under the ATM Program and sold 163,174 shares of Class A Common Stock for gross proceeds of approximately $1.0 million. The Company’s ability to raise additional capital under the ATM Program remains subject to the continued effectiveness and availability for use of the applicable registration statement, continued compliance with applicable securities laws and Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations. There can be no assurance regarding the amount of additional proceeds that may be raised under the ATM Program. Subsequent to June 30, 2026, the Company implemented staff reductions and temporary salary reductions as additional cash-conservation measures. The Company announced and explained these measures to affected employees and offered employees subject to the temporary salary reductions an opportunity to receive equity-based compensation intended to offset a portion of the reduction in cash compensation. The amount, timing and issuance of any such equity awards are subject to the applicable terms of the program, required approvals, applicable securities laws and the Company’s trading policies. These measures are intended to reduce near-term operating cash requirements but may not generate sufficient savings to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern. The Company has issued various financing arrangements collectively referred to as the SPA Portfolio Notes, including, 2023 Unsecured SPA Notes, Junior Secured SPA Notes, 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes, 2025 July Unsecured SPA Notes, 2026 May Convertible SPA Notes, and Secured Streeterville Notes. As of June 30, 2026, the SPA Portfolio Notes were in good standing. As of June 30, 2026, SPA Commitments totaled $635.1 million, of which $591.8 million was funded, $43.3 million was unfunded, and $107.1 million in principal was outstanding. Optional Commitments totaled $139.5 million, of which $106.0 million was funded, $33.5 million was unfunded, and $4.8 million in principal was outstanding. Remaining unfunded amounts are subject to closing conditions, including minimum share price and trading volume requirements. The Company may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional financing on acceptable terms or at all. The Company has implemented capital raising initiatives, including its At-The-Market (“ATM”) offering program, subject to authorized share availability, effectiveness of the applicable registration statement, Form S-3 eligibility, and compliance with securities laws and Nasdaq listing requirements. The replacement registration statement became effective on July 24, 2026, and subsequent to June 30, 2026, the Company commenced sales under the ATM Program. The Company’s ability to make additional sales under the ATM Program remains subject to applicable securities laws, Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations. Operational Context During 2023, the Company commenced deliveries of the FF 91. The Company is currently manufacturing the FF 91 and plans to manufacture FF 92 models within the FF Series. The FX Series was launched in 2025, beginning with the Super One model, and the Company is currently accepting reservation deposits. Broader production and delivery expansion are expected to occur as production readiness activities are completed. In 2025, the Company also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives. In 2026, the Company commenced sales of its FX Series vehicles and robotics products. However, these sales remain in the early stages and are not expected to generate sufficient near-term cash flows to fund operations without additional financing. Equity Issuance Constraints and ATM Program On September 26, 2023, the Company entered into a sales agreement under its ATM Program permitting aggregate gross sales proceeds of up to $90.0 million, subject to share availability and regulatory compliance. In June 2026, the Company filed a replacement registration statement on Form S-3 that includes an ATM prospectus covering the potential offer and sale of up to $90.0 million of Class A Common Stock under the ATM Program. The replacement registration statement became effective on July 24, 2026. The Company’s ability to sell shares under the ATM Program remains subject to the effectiveness and availability of the applicable registration statement, compliance with Form S-3 and Rule 415 requirements, Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations. Subsequent to June 30, 2026, the Company commenced sales under the ATM Program and sold 163,174 shares of Class A Common Stock for gross proceeds of approximately $1.0 million. The Company’s ability to make additional sales under the ATM Program remains subject to the foregoing limitations.. Under Nasdaq’s continued listing requirements, if the closing bid price of the Company’s Class A Common Stock is $0.10 or less for consecutive trading days, the Company may become subject to immediate delisting proceedings and trading in its securities could be suspended. During July 2026, the market price of the Company’s Class A Common Stock approached this threshold. On July 24, 2026, the Company effected a 1-for-150 reverse stock split, primarily to increase the per-share trading price of its Class A Common Stock, address the immediate risk associated with the low-price threshold and support its efforts to regain compliance with Nasdaq’s minimum bid price requirement. The reverse stock split reduced the number of issued and outstanding shares without reducing the number of authorized shares, thereby increasing the number of authorized but unissued shares available for potential future issuances. The reverse stock split did not generate any cash proceeds and does not ensure that the Company will regain or maintain compliance with Nasdaq’s minimum bid price requirement or other continued listing standards. The Company’s ability to issue additional shares is constrained by authorized share limits and anti-dilution provisions in certain debt and equity instruments, which could increase share issuance requirements. Although the reverse stock split did not increase the total number of authorized shares, it reduced the number of issued and outstanding shares and thereby increased the number of authorized but unissued shares available for potential future issuance. Future equity issuances remain subject to contractual obligations, Nasdaq requirements, applicable securities laws, market conditions and the potential for substantial dilution. Strategic Investment On September 29, 2025, the Company completed its investment in AIXC. This transaction was executed as part of a broader strategy to pursue non-automotive initiatives. AIXC’s historical operations were immaterial to consolidated results for the three and six months ended June 30, 2026. Risks Affecting Liquidity The Company continues to explore financing alternatives; however, delays in securing funding commitments have constrained production activities. Capital raising efforts may be unsuccessful or delayed, and actual professional fees and financing-related costs may exceed management’s projections. Capital raising efforts remain subject to Nasdaq listing standards, authorized share limitations, and anti-dilution features in existing instruments. The July 24, 2026 reverse stock split does not eliminate the risks associated with the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing standards or successfully access the capital markets. Liquidity is also influenced by supplier payment terms, advance deposit requirements, reliance on third-party partners, and capital market conditions affecting the electric vehicle industry. Elevated U.S. import tariffs on EV components sourced from China may increase manufacturing costs as production scales. While tariffs did not materially impact 2026 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs. Going Concern Determination Despite management’s plans, the completion of the Secured Streeterville Notes and the 2026 May Convertible SPA Notes financings, the filing of the replacement registration statement on Form S-3, the commencement of sales under the ATM Program, the July 24, 2026 reverse stock split, the implementation of staff and temporary salary reductions, and the Company’s continued pursuit of other financing alternatives, the Company’s recurring operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern within one year after the date these Unaudited Condensed Consolidated Financial Statements are issued, as contemplated by ASC 205-40. Basis of Presentation The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.
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