Correspondence 0001213900-23-071376 from FARADAY FUTURE INTELLIGENT ELECTRIC INC. (FFAI)
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Date: Aug. 28, 2023 · CIK: 0001805521 · Accession: 0001213900-23-071376
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272354
Referenced dates: July 6, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Faraday Future Intelligent Electric Inc. Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Forms S-3 Filed on June 28, 2023 File No. 333-272354
Dear Mr. Ecker, Mr. Kruczek:
On behalf of our client, Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 6, 2023 regarding the Company’s Amendment No. 1 to Registration Statement on Forms S-3 filed via EDGAR to the Commission on June 28, 2023 (the “ Registration Statement”).
Concurrently with the submission of this letter, the Company is filing the Company’s Amendment No. 2 to the Registration Statement on Form S-3 (the “Second Amended Registration Statement”) via EDGAR to the Commission for review.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Fourth Amended Registration Statement.
Amendment No. 1 to Registration Statement on Forms S-3 filed on June 29, 2023
General
1. We note your response to prior comment 1. Considering the renegotiation of the terms of a price placement while the underlying securities were the subject of this resale registration statement, please revise to remove from registration the securities related to the Unsecured SPA.
Response:
The Company respectfully acknowledges the Staff’s comment and has removed registration the securities related to the Unsecured SPA.
If you have any questions regarding the Second Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.
Very truly yours,
/s/ Jeeho M Lee
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O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
T: +1 212 326-2000
F: +1 212 326-2061
omm.com
File Number: 0255997-00004
VIA EDGAR
August 28, 2023
Mr. Bradley Ecker
Mr. Geoffrey Kruczek
Division of Corporation Finance
Office of Manufacturing
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Faraday Future Intelligent Electric Inc.
Response to the Staff’s Comments on Amendment No. 1 to Registration
Statement on Forms S-3
Filed on June 28, 2023
File No. 333-272354
Dear Mr. Ecker, Mr. Kruczek:
On behalf of our client, Faraday Future Intelligent
Electric Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated July 6, 2023 regarding the Company’s Amendment No. 1 to Registration
Statement on Forms S-3 filed via EDGAR to the Commission on June 28, 2023 (the “ Registration Statement”).
Concurrently with the submission of this letter,
the Company is filing the Company’s Amendment No. 2 to the Registration Statement on Form S-3 (the “Second Amended Registration
Statement”) via EDGAR to the Commission for review.
The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Fourth Amended Registration Statement.
Amendment No. 1 to Registration Statement
on Forms S-3 filed on June 29, 2023
General
1.
We note your response to prior comment 1. Considering the renegotiation of the terms of a price placement while the underlying securities were the subject of this resale registration statement, please revise to remove from registration the securities related to the Unsecured SPA.
Response:
The Company respectfully acknowledges
the Staff’s comment and has removed registration the securities related to the Unsecured SPA.
If you have any questions regarding the Second
Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.
Very truly yours,
/s/ Jeeho M Lee
cc:
Xuefeng Chen, Chief Executive Officer, Faraday Future Intelligent Electric
Inc.
Jeeho Lee, Partner, O’Melveny & Myers LLP
Michelle Earley, Partner, O’Melveny & Myers LLP