FF EAI Robotics Ecosystem Inc.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Transactions and their structure, consideration, timing and completion; the Internal Restructuring; stockholder, Nasdaq, regulatory and third-party approvals; the issuance and conversion of consideration securities and the assumption of options; the ancillary agreements, including the Lead Investor Agreement, and resale registration; any related financing; and the Company’s transition to and operation of the Robotics Business. These statements are based on current expectations and assumptions and are subject to risks and uncertainties.

Risks and uncertainties include failure to satisfy closing conditions or obtain required approvals under the Transaction Agreement or the PIPE SPA; termination of the Transaction Agreement or the PIPE SPA; conflicts of interest arising from the related-party nature of the Transactions; the effects of the Lead Investor Agreement, including concentration of voting and governance rights in FFGP and the other Group Members, the Company’s reliance on controlled company exemptions and contractual limitations on the Board’s and the Company’s ability to take certain corporate and financing actions; inability to complete the Internal Restructuring; dilution from the consideration securities, assumed options, the PIPE or other contemplated financing; failure to obtain stockholder approval permitting conversion of the Preferred Stock or other share issuance; inability to complete financing or fund operations; dependence on FFAI for transition services and shared technology; disruption from the announcement or pendency of the Transactions or the PIPE; transaction costs; integration and operating risks; and other risks described in the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings. Actual results may differ materially. Forward-looking statements speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to update them.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule to the SEC or its staff upon request.