- FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (formerly AIxCrypto Holdings, Inc. and AIXC) and Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“FFAI”) signed definitive agreements on October 12, 2026, for FFR to acquire FFAI’s robotics assets and business in an all-stock transaction. The parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. All closings are expected to be completed by the end of October 2026.
- FFR will issue shares to FFAI at $2.246 per share, representing a premium of approximately 50% to FFR’s closing price of $1.50 on the signing date of October 12, 2026 and approximately 55% to closing price of $1.45 on October 13, 2026.
- The transaction was approved by the respective Board special committees comprising disinterested independent directors of FFAI and FFR, and is supported by a fairness opinion issued by the independent financial advisor engaged by the FFR special committees.
- FFR has secured its first round of PIPE financing of up to $10 million. The financing is priced at market, with no discount or no warrants, and low associated financing costs. To support investor interests, FFR limited this round’s financing to no more than $10 million to meet its current funding needs while reducing unnecessary equity dilution. Upon closing of the acquisition transaction and PIPE financing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup, management and employees approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
- FFR will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, targeting a top-three overall ranking in the EAI robotics industry over the next five years. As the first U.S. company to deliver both humanoid and bionic robots, FF is turning its first-mover advantage into a competitive advantage, drawing on its “Four-Core Full-Stack AI” Ecosystem, EAI technology strengths, and “One Brain, Multiple Forms; Multiple Forms, Multiple Capabilities” approach to build a leading U.S. Physical AI and robotics ecosystem platform. The four cores, EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory, will accelerate deployment across education and research, security and inspection, industrial and logistics, and commercial applications and services. The “Built in USA” Acceleration Program will translate these technology and ecosystem capabilities into U.S.-based R&D, compliance, supply chain, manufacturing, delivery, and service capabilities, creating a self-evolving flywheel of real-world deployment, data collection, EAI Brain model refinement, and updates to real-world deployments.
- In less than a year, FFAI’s EAI robotics business has made progress exceeding expectations. The Company has completed Phase One of the “Built in USA” Acceleration Program and is advancing the “One-Brain Multi-Form Multi-Capability” FF EAI Robot World 2.0. FFAI has launched 24 products across three robot forms and begun customer deliveries. Its “Four-Core Full-Stack AI” Ecosystem is taking shape. By the end of September, cumulative EAI Device sales and shipments reached 817 units. In the second quarter, the average gross margin on FFAI’s robotics products exceeded 30%, and cumulative revenue was approximately $1.52 million.
- Under FFAI’s robotics business plan, unaudited revenue for 2026 is projected to reach approximately $7 million, with a gross margin of 10%; revenue for 2027 is projected to reach approximately $45 million, with a gross margin of 30.5%. Cumulative revenue from 2026 through 2030 is projected to reach approximately $1.98 billion, with gross margin increasing annually to 54% in 2030 and cumulative EAI Device sales from 2026 to 2030 exceeding 130,000 units. Drawing on seven unique advantages, including its EAI technology strengths across “Four-Core Full-Stack AI” and its asset-light operating model, FFR aims to achieve positive operating cash flow no later than the third quarter of 2028, with cumulative financing requirements of no more than $150 million.
- FFR’s governance framework will draw on the governance arrangements between FF Global Partners LLC and FFAI to support leadership continuity, strategic oversight, and long-term execution, with the aim of making the Company one of the most valuable EAI companies in the Physical AI era.
- Through the merger and independent listing, FFR will sharpen its focus on Physical AI and EAI robotics, accelerate commercialization at scale, improve capital efficiency and financial transparency, and unlock value, with the goal of maximizing stockholder value as soon as possible.
LOS ANGELES, Oct. 14, 2026 /PRNewswire/ — FF EAI Robotics Ecosystem Inc. (“FFR” or the “Company”) (NASDAQ: FFR) today announced that it has signed definitive agreements with FFAI for FFR to acquire FFAI’s full robotics ecosystem business at an agreed valuation of approximately $200 million.
FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc.
The transaction advances the parties’ previously announced transaction process to the definitive agreement stage. Its structure has been simplified to facilitate execution and closing. Following closing, FFR will become the first U.S.-listed pure-play “Four-Core Full-Stack AI” humanoid and bionic EAI robotics ecosystem company, with the goal of maintaining a top-three overall ranking in the EAI robotics industry over the next five years.
Share Issuance at $2.246 per Share, a Premium to Market Price, to Reduce Acquisition Dilution and Maximize Stockholder Value
Under the definitive agreements, the parties agreed on a valuation of approximately $200 million for FFAI’s robotics business and approximately $60 million for FFR on a fully diluted basis. The agreed transaction values reflect the parties’ mutual recognition of the strategic value of their respective businesses and are not based solely on prevailing market prices.
The definitive agreements advance the transaction from the previously announced non-binding term sheet to a signed contractual framework. The special stock dividend mechanism contemplated in the earlier term sheet is not part of the definitive transaction. Its removal simplifies the transaction structure and is intended to support efficient execution and closing.
The parties’ agreed valuation of approximately $60 million for FFR(previously AIxCrypto Holdings, Inc.) reflects its Nasdaq-listed platform, existing shareholder base and trading infrastructure, relatively simple balance sheet and capitalization structure, existing RoboShare business, and financial assets, including cash, cash equivalents, note receivables and certain investments, including investments in FFAI. FFR’s existing RoboShare platform also offers potential synergies with the acquired robotics business across sales, leasing, deployment and recurring services. Following the transaction, FFR will emerge as a Nasdaq-listed company with an established shareholder base, a relatively simple balance sheet, minimal debt, and no outstanding convertible notes, providing the robotics business with a direct access to U.S. capital markets.
Loeb & Loeb LLP serves as legal counsel to the FFR special committee. Advanture Capital Solutions LLC is acting as independent financial advisor to FFR special committee and has rendered a fairness opinion in connection with the acquisition transaction. Pryor Cashman serves as legal counsel to FFAI.
FFR Has Secured Up to $10 Million in PIPE Financing with No Discount
FFR has secured up to $10 million in its first-round of PIPE financing. The financing is priced at market, with no discount or no warrants, and low associated financing costs, and is structured to minimize equity dilution. To best support investor interests, FFR limited the offering to approximately $10 million to meet its current funding needs while reducing unnecessary equity dilution.
Upon closing, on an as-converted, fully diluted basis, FFAI will hold approximately 65.7% of FFR, with all newly issued shares received in this transaction subject to an 18-month lockup. Management and employees will hold approximately 18.2%, PIPE investors approximately 5.5%, and other FFR stockholders approximately 10.7%. PIPE investors may not sell their shares within six months or before the resale registration statement becomes effective. FFAI, management and employees, and PIPE investors will collectively hold approximately 89.3%. Excluding these holdings, the freely tradable public float will consist of approximately 13 million shares, representing approximately 10.7% of the total.
These estimates are subject to confirmation and may change based on the final transaction capitalization and PIPE terms.
The financing will further strengthen FFR’s capital base and provide resources to advance its “Four-Core Full-Stack AI” strategy, supporting product R&D, commercialization, and scaled deployment of the robotics ecosystem.
Upon completion of the financing, the Company will have additional resources for business development, R&D investment, and market expansion. For stockholders and investors, lower financing costs and limited equity dilution are expected to further improve the Company’s capital structure and support the realization of the robotics business’s long-term value.
The consummations of the acquisition transaction and the PIPE are subject to satisfaction or waiver of closing conditions set forth in the applicable transaction documents.
FFR Aims to Achieve and Maintain a Top-Three Comprehensive Ranking in the EAI Robotics Industry
The Company is building a full-lifecycle robotics business spanning research and development, supply chain, manufacturing, sales, deployment, data, and operations, centered on its “Four-Core Full-Stack AI” ecosystem.
Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, revenue is projected to reach approximately $7 million in 2026 and $45 million in 2027. The projections contemplate positive gross margin in 2026, gross margin of approximately 30% in 2027 and approximately 54% in 2030, cumulative revenue of approximately $1.98 billion from 2026 through 2030, and positive operating cash flow in the third quarter of 2028. Cumulative financing requirements before then are projected to be no more than $150 million, implying low dilution for stockholders and financing needs well below those of industry peers.
FFAI management projects EAI Device sales of 2,001 units in 2026 and 7,400 units in 2027, with cumulative sales exceeding 130,000 units over five years. The projections also contemplate more than 19 million hours of cumulative data supply over five years and approximately $300 million in cumulative research and development investment over the same time period.
As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services develop, ecosystem revenue is projected to grow from 22% of total revenue in 2026 to 49% by 2030. These projections were prepared by FFAI management and have not been adopted by FFR as Company guidance. Actual results may differ materially.
Board, Governance Framework and Employee Incentives Support Leadership Continuity and Long-Term Execution
To support the continuity and long-term execution of the robotics business after closing, the transaction includes arrangements covering employee incentives, key employee retention, governance, and Board composition. As part of these arrangements, outstanding employee stock-option incentives associated with the FF EAI Robotics business are expected to be assumed and converted, at the agreed exchange ratio, into stock options of FFR (“Assumed Options”). The structure is intended to align the long-term interests of the core team with FFR’s development and long-term value creation.
Key employees are expected to be retained and to enter into employment agreements, which are important conditions to closing. Key management will continue to support both FFR and FFAI, helping preserve the talent and business capabilities needed to support the robotics business.
FFR’s governance framework is expected to be similar to the governance arrangements between FF Global Partners LLC and FFAI, intended to support leadership continuity, strategic oversight and long-term execution under the founding team’s leadership, while providing additional protections at the Board level. The final arrangements will be described in FFR’s filings with the SEC.
Independent Listing Anchors the Value of the Robotics Business and Unlocks Its True Value
FFR will establish financial reporting and an operating framework focused on the robotics business, providing a clearer view of business performance, funding needs and uses of capital. Its balance sheet, income statement, and statement of cash flows will potentially provide greater clarity.
For two years following closing, FFAI and its affiliates have agreed to observe non-competition restrictions in territories where FFR and its affiliates conduct robotics business.
For FFR and its stockholders, the transaction provides a complete robotics ecosystem business acquired at an agreed valuation of approximately $200 million, a dedicated listed platform focused on the robotics ecosystem, and a premium issuance designed to reduce dilution. The secured PIPE provides additional capital for future business development.
For FFAI and its stockholders, the transaction anchors the agreed value of the robotics business and releases it through a standalone public-company platform, while FFAI continues to be the majority and controlling stockholder of FFR and continues to participate in the robotics business.
Next, FFR will advance financing and transaction closing in an orderly manner. All closings are expected to be completed by the end of October. Upon completion of the transaction, the Company will announce FFR’s next-stage strategy and business plan.
“The transaction will give the robotics business a dedicated public-company platform alongside RoboShare’s capabilities. We’re confident in the opportunity to build on customer deliveries and expand real-world applications creating a foundation to advance commercialization across products, deployments, data and services,” said Jerry Wang, Chief Executive Officer of FFR.
Management Conference Call
FFR will host a conference call and webcast to discuss the transaction, its strategic rationale, expected financial and operational benefits, and long-term growth plans, followed by a question-and-answer session.
Date: October 14, 2026
Time: 8:30 a.m. ET / 5:30 a.m. PT
Dial-In: 1-877-407-9208 or 1-201-493-6784
Call me™ Link:
https://callme.viavid.com/viavid/?callme=true&passcode=13763373&h=true&info=company&r=true&B=6
Webcast Participant Link:
https://viavid.webcasts.com/starthere.jsp?ei=1779329&tp_key=f3da5b6106
Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Access ID: 13763373
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.
The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.
The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.
For more information, visit www.ff.com.
Forward-Looking Statements
This communication, including any presentation, press release, investor materials or other document of which it forms a part (this “Communication”), contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. (“FFR,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to:
The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated.
Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards.
Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.
Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace.
Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident.
Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses.
Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.
This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.
The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
