SEC Comment Letter 0000000000-23-006459 to FARADAY FUTURE INTELLIGENT ELECTRIC INC. (FFAI)
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Date: June 15, 2023 · CIK: 0001805521 · Accession: 0000000000-23-006459
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File numbers found in text: 333-272354
Letter
United States securities and exchange commission logo June 15, 2023 Xuefeng Chen Chief Executive Officer FARADAY FUTURE INTELLIGENT ELECTRIC INC. 18455 S. Figueroa Street Gardena, CA 90248 Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC. Registration Statement on Form S-3 Filed on June 2, 2023 File No. 333-272354 Dear Xuefeng Chen: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3 filed June 2, 2023 General 1.Generally, securities issued in a private transaction may not be registered for resale until after the private placement is completed. In this regard, we note that your private placement investors in your Unsecured SPA do not appear to be irrevocably bound to purchase the securities because there are conditions to closing that are within the control of the investors. Refer to the last sentence of the first paragraph on page 7. Please provide your analysis regarding how registration is appropriate given this provision. For guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameXuefeng Chen Comapany NameFARADAY FUTURE INTELLIGENT ELECTRIC INC. June 15, 2023 Page 2 FirstName LastName Xuefeng Chen FARADAY FUTURE INTELLIGENT ELECTRIC INC. June 15, 2023 Page 2 action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551- 3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Michael Heinz
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United States securities and exchange commission logo
June 15, 2023
Xuefeng Chen
Chief Executive Officer
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, CA 90248
Re:FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Registration Statement on Form S-3
Filed on June 2, 2023
File No. 333-272354
Dear Xuefeng Chen:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed June 2, 2023
General
1.Generally, securities issued in a private transaction may not be registered for resale until
after the private placement is completed. In this regard, we note that your private
placement investors in your Unsecured SPA do not appear to be irrevocably bound to
purchase the securities because there are conditions to closing that are within the control
of the investors. Refer to the last sentence of the first paragraph on page 7. Please
provide your analysis regarding how registration is appropriate given this provision. For
guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameXuefeng Chen
Comapany NameFARADAY FUTURE INTELLIGENT ELECTRIC INC.
June 15, 2023 Page 2
FirstName LastName
Xuefeng Chen
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
June 15, 2023
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Michael Heinz