| Item 1. | |
| (a) | Name of issuer:
Faraday Future Intelligent Electric Inc. |
| (b) | Address of issuer's principal executive offices:
18455 S. Figueroa Street
Gardena, CA 90248 |
| Item 2. | |
| (a) | Name of person filing:
FF Adventures SPV XVIII LLC*
FF Vitality Ventures LLC*
FF Simplicity Ventures LLC*
ATW Partners Opportunities Management, LLC*
Antonio Ruiz-Gimenez*
Kerry Propper* |
| (b) | Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 |
| (c) | Citizenship:
FF Adventures SPV XVIII LLC - Delaware
FF Vitality Ventures LLC - Delaware
FF Simplicity Ventures LLC - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 |
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
FF Adventures SPV XVIII LLC - 109*
FF Vitality Ventures LLC - 3,397,339*
FF Simplicity Ventures LLC - 525,650*
ATW Partners Opportunities Management, LLC - 3,923,098*
Antonio Ruiz-Gimenez - 3,923,098*
Kerry Propper - 3,923,098*
*The Class A Common Stock (the "Shares") of Faraday Future Intelligent Electric Inc. (the "Issuer") reported herein represents the approximate number of Shares which FF Adventures SPV XVIII LLC, FF Vitality Ventures LLC, and FF Simplicity Ventures LLC (each an "FF Entity," collectively the "FF Entities") can acquire within sixty (60) days through the conversion and/or exercise of certain warrants and convertible debt as of June 30, 2025. ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the FF Entities. Antonio Ruiz-Gimenez and Kerry Propper serve as the managing members of the Adviser (the "Managing Members," and collectively with each FF Entity and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned by the FF Entities.
The percent of class reported herein is based upon statements in the Issuer's Form 10-Q filed on May 9, 2025 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of warrants and/or convertible debt in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. |
| (b) | Percent of class:
FF Adventures SPV XVIII LLC - 0.0%*
FF Vitality Ventures LLC - 3.4%*
FF Simplicity Ventures LLC - 0.5%*
ATW Partners Opportunities Management, LLC - 3.9%*
Antonio Ruiz-Gimenez - 3.9%*
Kerry Propper - 3.9%* |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
FF Adventures SPV XVIII LLC - 0
FF Vitality Ventures LLC - 0
FF Simplicity Ventures LLC - 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (ii) Shared power to vote or to direct the vote:
FF Adventures SPV XVIII LLC - 109*
FF Vitality Ventures LLC - 3,397,339*
FF Simplicity Ventures LLC - 525,650*
ATW Partners Opportunities Management, LLC - 3,923,098*
Antonio Ruiz-Gimenez - 3,923,098*
Kerry Propper - 3,923,098*
|
| | (iii) Sole power to dispose or to direct the disposition of:
FF Adventures SPV XVIII LLC - 0
FF Vitality Ventures LLC - 0
FF Simplicity Ventures LLC - 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
FF Adventures SPV XVIII LLC - 109*
FF Vitality Ventures LLC - 3,397,339*
FF Simplicity Ventures LLC - 525,650*
ATW Partners Opportunities Management, LLC - 3,923,098*
Antonio Ruiz-Gimenez - 3,923,098*
Kerry Propper - 3,923,098*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
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. |
| |
Not Applicable
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| 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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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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