FFAI signs definitive agreement to sell robotics business to FFR at ~$200M valuation, $2.246 per share

Definitive agreement signed October 12, 2026 to divest FFAI's Robotics Business to FFR at an agreed valuation of approximately $200 million, with consideration priced at $2.246 per share, representing approximately a 50% premium to FFR's $1.50 close on October 12, 2026.

All-stock Equity Exchange followed by Merger; FFAI is expected to own approximately 65.7% of FFR on an as-converted, fully diluted basis after closing and to consolidate FFR's financial statements.

Related-party transaction because FFR is controlled by FFAI; approved by special committees of independent and disinterested directors at both companies, with FFR's special committee receiving a fairness opinion from Advanture Capital Solutions LLC.

Closing is targeted by the end of October 2026 (outside date December 31, 2026) subject to regulatory approvals, FFR stockholder approval via a Schedule 14C information statement (to be filed post-closing), employment agreements for Yueting Jia and Jiawei Wang with FF Robotics, and other customary conditions; closing is not conditioned on the concurrent PIPE financing of up to $30 million (8-K) / up to $10 million (Exhibit 99.1).

FFAI management standalone projections (not adopted as FFR guidance, not examined by an independent registered public accounting firm): 2026E Robotics revenue ~$7M, 2027E ~$45M, cumulative 2026-2030 ~$1.98B; implied multiples ~28.6x 2026E and ~4.4x 2027E against the $200M valuation; gross margin projected at 10% in 2026E and 30.5% in 2027E.

Restrictions tied to the deal: FFAI shares received as consideration carry an 18-month lock-up; FFAI and affiliates are subject to a two-year non-compete with respect to the Robotics Business (subject to exceptions for FFAI's EV business); FFR is expected to qualify as a 'controlled company' under Nasdaq rules via an irrevocable proxy granted to FF Global Partners LLC.

Advisors: Pryor Cashman LLP is legal counsel to FFAI; Loeb & Loeb LLP is legal counsel to FFR's special committee; Advanture Capital Solutions LLC served as independent financial advisor to FFR's special committee and issued the fairness opinion.