A Differentiated and Compelling Investment Opportunity
2021 FARADAY FUTURE
Risk factors (cont'd)
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Developments in new energy technology, such as advanced diesel, ethanol, fuel cells, or compressed natural gas, or improvements in the fuel economy of internal combustion engines, may materially and
adversely affect our business, prospects, financial condition and results of operations.
Our vehicles will make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame. Any failure of our vehicles or battery packs could subject us to product liability claims,
product recalls, or redesign efforts, and lead to negative publicity. Moreover, any failure of a competitor's electric vehicle or energy storage product may cause indirect adverse publicity for us and our products. In
addition, we will need to store a significant number of lithium-ion cells at our facilities, and any mishandling of battery cells may cause disruption to business operations and cause damage and injuries.
We may not be able to guarantee customers access to efficient, economical and comprehensive charging solutions.
We will face risks associated with international operations, including possible unfavorable regulatory, political, currency, tax and labor conditions, which could harm our business, prospects, financial condition and
results of operations.
We might not be able to obtain and maintain sufficient insurance coverage, which could expose us to significant costs and business disruption.
Changes in tax laws may materially adversely affect the combined company's financial condition, results of operations and cash flows.
Government financial support, incentives and policies for electric vehicles are subject to change. Discontinuation of any of the government subsidies or imposition of any additional taxes or subcharges could
adversely affect our business, prospects, financial condition and results of operations.
The combined company's ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
As a result of the Business Combination, the combined company's tax obligations and related filings may become significantly more complex and subject to greater risk of audit or examination by taxing authorities,
and outcomes resulting from such audits or examinations could adversely impact the combined company's after-tax profitability and financial results. In addition, the combined company will have international
supplier and customer relationships and may expand operations to multiple jurisdictions, including jurisdictions in which the tax laws, their interpretation or their administration may not be favorable. Additionally,
future changes in tax laws or regulations in any jurisdiction in which the combined company will operate could result in changes to the taxation of the combined company's income and operations, which could
cause the combined company's after-tax profitability to be lower than anticipated.
If we, or third parties which we engage, are unable to provide financing, leasing or subscription arrangements for our vehicles on terms acceptable to potential customers, our business could be materially harmed.
We may engage in direct-to-consumer leasing, financing or subscription arrangements in the future, and our business could be materially harmed if our customers fail to make payments or default on their
obligations to us. In lease arrangements, used vehicle residual value risk is one of the larger risks that could lead to substantial losses if our vehicles' fair market value deteriorates faster than expected.
Our ability to successfully effect the Business Combination, and the combined company's ability to successfully operate the business thereafter, will be largely dependent upon the efforts of certain key personnel
of Faraday Future, all of whom we expect to stay with the combined company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the
combined business.
Our Founder Yueting Jia is closely associated with the image and brand of Faraday Future. Circumstances affecting Mr. Jia's reputation, and investor and public perception of his role and influence in the
company, may shape Faraday Future's brand and ability to do business. In particular, in 2020, Mr. Jia was determined by the Shenzhen Stock Exchange of China to be unsuitable for a position as director,
supervisor or executive officer of public listed companies in China as a result of violation by a public company founded and controlled by Mr. Jia in China of several listing rules of Shenzhen Stock Exchange,
including illegal provision of funding and guarantees of by the company to other affiliated companies founded by Mr. Jia, discrepancies in the company's forecast and financials, and improper use of proceeds in
from company's public offering. While Mr. Jia completed his a Chapter 11 restructuring plan with respect to his personal debts and debt claims in June 2020, he remains on China's "debtor blacklist" and there is no
assurance that such negative publicity, although not directly related to FF, would not adversely affect our business, prospects, brand, financial condition and results of operations.
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PROPRIETARY AND CONFIDENTIAL
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