FF EAI Robotics Ecosystem (FFR) M&A announcement summary

Deal rationale and strategic fit

• The transaction creates a standalone, Nasdaq-listed pure-play robotics ecosystem company focused on a Four-Core Full-Stack AI model, aiming to lead the global embodied AI robotics industry and unlock greater strategic and capital market value.

• The restructuring allows the robotics business to operate independently, accelerating growth, financing, and valuation recognition, while FFAI shareholders retain exposure to long-term upside.

• The deal aligns with industry trends toward software-defined, AI-driven robotics and meets investor demand for clean exposure to robotics without legacy automotive or crypto risk.

• Strategic transformation includes discontinuing crypto operations and focusing on R&D, manufacturing, commercialization, and deployment of intelligent robotics.

• RoboShare, a robot-sharing and rental platform, will be expanded to enhance user-service value and business synergies.

Financial terms and conditions

• AIxC will acquire and consolidate the robotics assets at an approximately $200 million market-based valuation, with FFAI receiving AIxC shares and becoming the largest controlling stockholder.

• The transaction is structured as an all-stock deal, with AIxC providing consideration value at approximately $55 million.

• If the acquisition share price at signing is below $2.246, AIxC shareholders receive additional shares or a one-time special stock dividend to ensure a value floor of $2.246 per share.

• Shares issued to the seller will be subject to an 18-month lock-up period.

• The transaction is subject to due diligence, definitive agreements, and special committee and stockholder approvals.

Synergies and expected cost savings

• The lighter operating model and standalone platform are expected to reduce costs and reliance on dilutive financing.

• FFR will utilize FFAI's Hanford, California facility for domestic robot assembly, avoiding the need for new facility investment.

• FFAI will generate recurring intercompany manufacturing and facility service revenue as FFR uses its plant.

• Business synergies are expected across robot sales, leasing, deployment, and operating services, with expanded application scenarios and enhanced user value.

• The standalone listing is expected to unlock value and support five-year business plan objectives.