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As filed with the Securities and Exchange Commission on August 17, 2026

Registration No.        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   84-4720320
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

1990 E. Grand Ave

El Segundo, CA 90245
(Address, including zip code, of Principal Executive Offices)

 

Faraday Future Intelligent Electric Inc.

Third Amended and Restated 2021 Stock Incentive Plan

(Full title of the plan)

 

Todd Harrington

Global General Counsel

Faraday Future Intelligent Electric Inc.

1990 E. Grand Ave

El Segundo, CA 90245

(310) 415-4807

(Name, address and telephone number, including area code, of agent for service)

 

COPY TO:

 

M. Ali Panjwani, Esq.

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Tel: (212) 421-4100

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer  
Non-accelerated filer   Smaller reporting company  
    Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is filed by Faraday Future Intelligent Electric Inc. (the “Company” or “Registrant”) to register additional securities issuable pursuant to the Faraday Future Intelligent Electric Inc. Third Amended and Restated 2021 Stock Incentive Plan (the “Plan”) and consists of only those items required by General Instruction E to Form S-8. 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

 

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 3. Incorporation of Certain Documents by Reference

 

The following documents of Faraday Future Intelligent Electric Inc. (the “Company” or “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

(a)The Company’s Registration Statements on Form S-8, filed with the Commission on August 15, 2022, May 5, 2023, August 28, 2023 and September 17, 2024 (Commission File Nos. 333-266901, 333-271662, 333-274248 and 333-282175, respectively);

 

(b)The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, filed with the Commission on March 31, 2026 (Commission File No. 001-39395);

 

  (c) The Company’s Quarterly Reports on Form 10-Q for its fiscal quarter ended March 31, 2026 and June 30, 2026, filed with the Commission on May 14, 2026 and August 13, 2026 (Commission File No. 001-39395);

 

  (d) The Company’s Current Reports on Form 8-K, filed with the Commission on January 2, 2026, January 8, 2026, February 5, 2026, February 6, 2026, February 10, 2026, February 13, 2026, February 20, 2026, March 4, 2026, March 18, 2026, March 20, 2026, March 23, 2026, April 1, 2026, April 16, 2026, April 17, 2026, April 17, 2026, April 20, 2026, May 7, 2026, May 11, 2026, May 14, 2026, May 18, 2026, May 22, 2026, May 29, 2026, May 29, 2026, June 17, 2026, June 23, 2026, July 10, 2026, July 24, 2026, August 3, 2026, August 4, 2026, August 6, 2026, August 10, 2026, and August 13, 2026 (each, Commission File No. 001-39395, and in each case only as to the information “filed” with the Commission thereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and not as to information “furnished” thereunder); and

 

(e)The description of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), included in Amendment No. 2 to the Company’s Registration Statement on Form S-3, filed with the Commission on August 29, 2023 (Commission File No. 333-272354), and any other amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

Item 8. Exhibits

 

See the attached Exhibit Index at page II-2, which is incorporated herein by reference.

 

II-1

 

 

EXHIBIT INDEX

 

Exhibit Number   Description of Exhibit
4.1   Third Amended and Restated 2021 Stock Incentive Plan of the Company.
     
5   Opinion of Pryor Cashman LLP.
     
23.1   Consent of Macias Gini & O’Connell LLP (consent of the Company’s former independent registered public accounting firm).
     
23.2   Consent of HTL International, LLC  (consent of the Company’s current independent registered public accounting firm).
     
23.3   Consent of Pryor Cashman LLP (included in Exhibit 5).
     
24   Power of Attorney (included in this Registration Statement under “Signatures”).
     
107   Filing Fee Table.

 

II-2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gardena, State of California, on August 17, 2026.

 

  Faraday Future Intelligent Electric Inc.
   
  By: /s/ Koti Meka
    Koti Meka
    Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Koti Meka and Jiawei Wang, and each of them, acting individually and without the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Yueting Jia   Global Chief Executive Officer   August 17, 2026
Yueting Jia   (Principal Executive Officer)    
         
/s/ Koti Meka   Chief Financial Officer   August 17, 2026
Koti Meka   (Principal Financial and Accounting Officer)    
         
/s/ Jiawei Wang   Executive Chairman   August 17, 2026
Jiawei Wang        
         
/s/ Chad Chen   Director   August 17, 2026
Chad Chen        
         
/s/ Xiao Jiang   Director   August 17, 2026
Xiao Jiang        
         
/s/ Lev Peker   Director   August 17, 2026
Lev Peker        
         
/s/ Kevin Chen   Director   August 17, 2026
Kevin CHen        

 

II-3