| Item 1. | |
| (a) | Name of issuer:
FARADAY FUTURE INTELLIGENT ELECTRIC INC. |
| (b) | Address of issuer's principal executive offices:
18455 S. Figueroa Street, Gardena, California 90248 |
| Item 2. | |
| (a) | Name of person filing:
Senyun International Ltd. ("Senyun")
Jun Xian
Mingyuan Cai
Bo Zhang
Each of the foregoing is referred to as a ""Reporting Person"" and collectively as the ""Reporting Persons."" |
| (b) | Address or principal business office or, if none, residence:
Senyun International Ltd.
Flat/Rm. 1121, #11/F
Ocean Centre Harbour City
5 Canton Road
Hong Kong
Jun Xian
Flat/Rm. 1121, #11/F
Ocean Centre Harbour City
5 Canton Road
Hong Kong
Mingyuan Cai
Flat/Rm. 1121, #11/F
Ocean Centre Harbour City
5 Canton Road
Hong Kong
Bo Zhang
Flat/Rm. 1121, #11/F
Ocean Centre Harbour City
5 Canton Road
Hong Kong |
| (c) | Citizenship:
Senyun International Ltd.
Hong Kong
Jun Xian
People's Republic of China
Mingyuan Cai
People's Republic of China
Bo Zhang
People's Republic of China |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
307359885 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on December 31, 2024, Senyun held 4,350,795 shares of Class A common stock, $0.0001 par value per share ("Common Stock"), and outstanding convertible notes ("Outstanding Notes"), convertible notes issuable upon exercise of outstanding incremental warrants (the "Incremental Notes" and, together with the Outstanding Notes, the "Notes"), and outstanding warrants (the "Warrants"), each of which is convertible or exercisable, as applicable, into shares of Common Stock. The Notes and Warrants may not be converted or exercised, as applicable, if, after such conversion or exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), in excess of 9.99% of the number of shares of Common Stock then issued and outstanding (the "Blockers"). As of the close of business on December 31, 2024, the Blockers limit the conversion or exercise, as applicable, of the Notes and Warrants owned by Senyun to an aggregate of 3,265,649 shares of Common Stock underlying such Notes and Warrants.
As of the close of business on December 31, 2024, Senyun beneficially owned, and each of Jun Xian, Mingyuan Cai and Bo Zhang, as a director of Senyun, may be deemed to beneficially own, 7,616,444 shares of Common Stock, consisting of (i) 4,350,795 shares of Common Stock held by Senyun and (ii) 3,265,649 shares of Common Stock issuable upon conversion or exercise, as applicable, of certain of the Notes and Warrants held by Senyun.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any securities owned by another Reporting Person. Each of Jun Xian, Mingyuan Cai and Bo Zhang disclaims beneficial ownership of the securities beneficially owned by Senyun, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based on a denominator that is the sum of (i) 72,936,900 shares of Common Stock outstanding as of January 22, 2025 as disclosed in the Issuer's Registration Statement on Form S-1 (File No. 333-284613) filed with Securities and Exchange Commission on January 31, 2025 and (ii) 3,265,649 shares of Common Stock that may be acquired upon the conversion or exercise, as applicable, of certain of the Notes and Warrants held by Senyun.
As of the close of business on December 31, 2024, (i) Senyun beneficially owned approximately 9.99% of the outstanding shares of Common Stock and (ii) each of Jun Xian, Mingyuan Cai and Bo Zhang may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Each of Jun Xian, Mingyuan Cai and Bo Zhang shares voting and dispositive power over the shares of Common Stock beneficially owned by Senyun. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)