FFR 8-K
FF EAI Robotics Ecosystem Inc. (FFR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area
Code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Entry into a Non-Binding Term Sheet regarding Acquisition of Robotics Business
On September 25, 2026, the Company entered into a non-binding term sheet (the “Term Sheet”) with Faraday Future Intelligent Electric Inc. (“FFAI” or the “Seller”), the Company’s majority stockholder, concerning the proposed acquisition by the Company, directly or through one or more designated affiliates or subsidiaries, of all outstanding equity interests of the parent company of the existing entity operating FFAI’s robotics business (such parent company, “RobotCo,” and such business, the “Robotics Business”), excluding outstanding options to purchase equity in RobotCo (the “Outstanding Options”), from the Seller (the “Proposed Transaction”). At the closing of the Proposed Transaction (the “Closing”), (i) the Company, directly or through one or more affiliates or subsidiaries, would acquire all outstanding equity interests of RobotCo, excluding the Outstanding Options, from FFAI, free and clear of all liens, claims and encumbrances, through stock purchase, reverse subsidiary merger or other form as mutually agreed by the Company and FFAI, and (ii) all Outstanding Options would be assumed and converted into the right to purchase equity in the Company. The parties currently expect to effect the Proposed Transaction as a two-step transaction, in which the Company would acquire RobotCo and then merge RobotCo with and into a newly formed subsidiary of the Company in a forward merger.
Special Committee Review
Due to the related party nature of the Proposed Transaction as FFAI is the Company’s majority stockholder, a special committee (the “Special Committee”) of the Company’s board of directors (the “Board”), composed of Chen Shi and Jason E. Dodier, both independent directors, was formed and empowered and delegated the full power and authority of the Board to (i) review, evaluate, investigate and negotiate terms and conditions of the Proposed Transaction, (ii) determine whether the Proposed Transaction is advisable and in the best interests of the Company and its stockholders other than FFAI and its affiliates, (iii) reject the Proposed Transaction and determine not to pursue the Proposed Transaction or any alternative thereto, (iv) recommend to the Board what action, if any, should be taken by the Company with respect to the Proposed Transaction, and (v) take such other actions as the Special Committee deems necessary or appropriate in connection with the foregoing. The Board will not approve, authorize, recommend or cause the Company to enter into the Proposed Transaction or submit the Proposed Transaction to the stockholders of the Company without the prior favorable recommendation of the Special Committee.
On September 28, 2026, the Special Committee unanimously approved the execution of the Term Sheet and recommended the same to the Board. On the same day, acting upon the recommendation of the Special Committee, the Board unanimously approved the execution of the Term Sheet. The Special Committee’s approval of the Term Sheet does not constitute approval of the Proposed Transaction or any Definitive Agreement. The Proposed Transaction or any Definitive Agreement remains subject to the Special Committee’s ongoing review and favorable recommendation following completion of its evaluation, including consideration of the terms of the definitive agreement, including receipt of a fairness opinion satisfactory to it, and approval by the Board acting upon the recommendation of the Special Committee.
Internal Restructuring
The Term Sheet contemplates that before execution of a definitive acquisition agreement for the Proposed Transaction (the “Definitive Agreement”), the Seller and RobotCo would complete an internal restructuring under which the Robotics Business and the assets, intellectual property, data, contracts, employees and liabilities related to the Robotics Business would be contributed to RobotCo. The Seller and RobotCo would also promptly prepare PCAOB-audited financial statements relating to the Robotics Business.
Proposed Consideration and Related Arrangements
Subject to completion of due diligence, negotiation of the Definitive Agreement and required internal corporate approvals of the Proposed Transaction by the Company and FFAI (including approvals of the Special Committee and special committee of FFAI, and receipt of fairness opinions satisfactory to the Special Committee and the special committee of FFAI, respectively), the aggregate purchase price for all outstanding equity interests of RobotCo is expected to be US$200 million. The purchase price would be paid through the issuance to the Seller of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and non-voting convertible preferred stock, par value $0.001 per share (the “Preferred Stock”), subject to the number of authorized shares of Preferred Stock available under the Company’s certificate of incorporation.
The Company would not issue Common Stock or Preferred Stock in excess of the maximum amount that may be issued without stockholder approval under the Company’s certificate of incorporation and applicable Nasdaq Listing Rules. The Preferred Stock would have no discount, interest, preferential dividend, redemption right or other special economic rights. It would be subject to an absolute blocker that would prohibit conversion into Common Stock and the exercise of voting rights arising from such conversion unless and until the Company obtains the requisite stockholder approval. Any issuance of consideration securities or conversion of Preferred Stock that would require stockholder approval under applicable Nasdaq Listing Rules, including Rules 5635(a)(1) and (a)(2) governing the size and related-party nature of the acquisition, would be subject to receipt of stockholder approval.
Subject to completion of due diligence, negotiation of the Definitive Agreement and required internal corporate approvals of the Proposed Transaction by the Company and FFAI (including approvals of the Special Committee and special committee of FFAI, and receipt of fairness opinions satisfactory to the Special Committee and the special committee of FFAI, respectively), the price per share of the Common Stock and the Preferred Stock is expected to be the lower of (i) US$2.246 and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing of the Definitive Agreement (the “Per Share Price”).
For illustrative purposes only, based on the share price of the Company of US$2.246, the pre-Closing equity valuation of the Company on an as-converted basis is expected to be approximately US$54.87 million (=US$2.246/share * 24,428,874 shares on a fully diluted basis) (the “Company Valuation”). If the Per Share Price is less than US$2.24, the Company plans to declare a one-time special stock dividend (the “Special Stock Dividend”) on the Common Stock and the Preferred Stock issued and outstanding as of a record date prior to the Closing. The Special Stock Dividend is payable conditional upon and subject to the Closing. The number of shares of Common Stock that will be issued to each outstanding share of the Common Stock and the Preferred Stock pursuant to the Special Stock Dividend is expected to be the result of (i) US$2.246 minus the Per Share Price, then divided by (ii) the Per Share Price. Any declaration of the Special Stock Dividend is subject to further tax analysis and review and would require determination of the final Per Share Price, determination of record date, approval by the Board after receiving recommendation of the Special Committee and satisfaction of applicable legal and regulatory requirements. There can be no assurance that it will be declared or paid.
At the Closing, FFAI would enter into an 18-month lock-up agreement covering the equity securities received in the Proposed Transaction, subject to (i) an exception for the pledge as collateral in bona fide financing transactions with any transferee or foreclosing party being bound by the lock-up for the remaining lock-up period, and (ii) other customary exceptions. After the twelve-month anniversary of the Closing, FFAI would have the right to request a resale registration statement for the Common Stock received in the Proposed Transaction, including shares issued or issuable upon conversion of the Preferred Stock, with the Company to use commercially reasonable efforts to cause it to become effective no later than the end of the 18-month lock-up period.
At the signing of the definitive agreements, the Company and FFAI or another entity designated by FFAI would enter into an investor rights agreement setting forth the parties’ agreed governance arrangements, including any rights of the Seller to nominate one or more members of the Board and any other agreed voting arrangements.
The Term Sheet also contemplates two-year noncompetition and nonsolicitation covenants applicable to FFAI and its affiliates, subject to specified exceptions for non-robotics electric vehicle and automotive businesses, related software and services and aftermarket activities.
Closing Conditions and Concurrent Financing
The Company’s obligation to consummate the Proposed Transaction would be subject to customary conditions, including completion of the internal restructuring to the extent not completed before execution of the Definitive Agreement; receipt of all required internal corporate approvals by the Company (including approval by the Special Committee), FFAI and RobotCo; execution of the Definitive Agreement and material ancillary agreements; satisfaction of applicable Nasdaq requirements and receipt of required regulatory and third-party approvals; absence of a material adverse change in the Robotics Business; no material litigation or proceeding to challenge, restrain or otherwise interfere with the Proposed Transaction; satisfactory arrangements with agreed key employees; and accuracy of representations and warranties with respect to FFAI, RobotCo and its subsidiaries and compliance with applicable covenants.
Non-Binding Effect
Except for the confidentiality, non-binding effect and miscellaneous provisions contained in Sections 7, 8 and 9 of the Term Sheet, the Term Sheet is non-binding and does not obligate either party to negotiate or execute the Definitive Agreement or to consummate the Proposed Transaction.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On September 28, 2026, the Company issued a press release announcing its entry into the Term Sheet. The full text of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Name and Trading Symbol Changes
The same press release also announced that the Company intends to change its corporate name from “AIxCrypto Holdings, Inc.” to “FF EAI Robotics Ecosystem Inc.” (the “Name Change”) and that, in connection with the Name Change, the trading symbol for the Company’s common stock on The Nasdaq Capital Market will change from “AIXC” to “FFR,” effective at market open on September 30, 2026 (the “Symbol Change”). The Company’s common stock will continue to trade under the symbol “AIXC” until that time. No action is required by stockholders in connection with the Name Change or the Symbol Change.
Forward-Looking Statements
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 Proposed Transaction; its proposed structure, valuation and consideration price; the indicative Company Valuation; the Special Stock Dividend; the internal restructuring; the negotiation and execution of the Definitive Agreement and other ancillary agreements; required corporate, Nasdaq, regulatory and third-party approvals; the Concurrent PIPE; and the anticipated timing and effectiveness of the Name Change and Symbol Change. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
These risks and uncertainties include, among others, the possibility that the parties may not enter into the Definitive Agreement or may change the terms or structure of the Proposed Transaction; the possibility that the Special Committee or the Board may not approve or proceed with the Proposed Transaction; conflicts of interest arising from FFAI’s status as the Company’s majority stockholder; the inability to complete the internal restructuring or required financial statements on the anticipated terms or timing; failure to obtain required corporate, Nasdaq, regulatory or third-party approvals; failure to satisfy closing conditions; the inability to complete the Concurrent PIPE; disruption to the Company’s or the Robotics Business’s operations from the announcement or pendency of the Proposed Transaction; the costs of the Proposed Transaction; integration risks; dilution resulting from the proposed equity consideration; the Company’s liquidity and need for additional capital; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings. 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
The following exhibits are filed or furnished with this Current Report on Form 8-K:
| Exhibit Number | Exhibit Description | |
| 99.1 | Term Sheet, dated as of September 28, 2026, by and between AIxCrypto Holdings, Inc. and Faraday Future Intelligent Electric Inc. | |
| 99.2 | Press release, dated as of September 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIxCrypto Holdings, Inc. | ||
| Date: September 28, 2026 | By: | /s/ Jiawei Wang |
| Jiawei Wang | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Exhibit 99.1
Exhibit 99.2
AIxCrypto Holdings (NASDAQ: AIXC soon to be traded under FFR), Signs Term Sheet with Faraday Future to Acquire its Robotics Business at an Estimated $200 Million Valuation, Aiming to be the First Nasdaq-Listed Pure-Play Robotics Ecosystem Company
| ● | AIxC (FFR) proposes to acquire FFAI’s robotics business, targeting to become the first Nasdaq-listed pure-play robotics ecosystem company and transforming into a platform-based EAI robotics ecosystem company centered on “Four-Core Full-Stack AI.” Now both the Board of FFAI and AIxC have approved the Term Sheet. |
| ● | AIxCrypto Holdings, Inc. will be renamed FF EAI Robotics Ecosystem Inc. and change its NASDAQ symbol to FFR, effective September 30, 2026. Through this proposed acquisition, AIxC will discontinue its crypto strategy entirely and transform into a pure-play Robotics Ecosystem Company, accelerate achievement of its five-year goal to maintain a Top 3 comprehensive ranking in the EAI robotics ecosystem market. |
| ● | Under the non-binding term sheet, AIxC would acquire FFAI’s robotics business for around $200 million in stock. |
| ● | The per share price would be the lower of $2.246 or the five-day average closing price prior to signing. At $2.246, AIxC’s pre-closing equity value would be approximately $55 million on a fully diluted basis, shown for illustrative purposes only. If the per share price is below $2.246, AIxC would declare a one-time special stock dividend to holders of record prior to closing. The dividend would be payable only on closing and remains subject to tax analysis. The transaction is subject to diligence, definitive agreements, and approval of the Company’s special committee. |
| ● | In less than one year, FFAI’s EAI robotics business has achieved significant progress, exceeding initial expectations. The Company has completed Phase One of its “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, all of which have received FCC certification, with user deliveries underway. The Company’s “Four-Core Full-Stack AI” Ecosystem is beginning to take shape. By the end of August, cumulative EAI Device sales and shipments reached 552 units. In the second quarter, the average gross margin of FFAI’s robotics products exceeded 30%, while cumulative revenue reached approximately $1.52 million. |
| ● | Under preliminary projections prepared by FFAI management for the FF EAI Robotics business on a standalone basis, the business is projected to reach positive operating cash flow in the third quarter of 2028. |
| ● | Those projections contemplate unaudited revenue of approximately $7.1 million in 2026 and approximately $45.17 million in 2027, with gross margins expected to improve over time, along with cumulative 2026–2030 revenue of approximately $1.98 billion and growing cumulative EAI Device sales exceeding 130,000 units. They also contemplate a shift in revenue mix from EAI Device sales toward the EAI Brain and Developer Platform, Industry Productivity Solutions, the EAI Data Factory and related services, with ecosystem revenue expected to become a materially larger share. AIxC has not adopted these projections as Company guidance. |
| ● | If the transaction is completed, FF EAI Robotics would become a wholly owned subsidiary of AIxC, and its operating performance, capital requirements and uses of capital would be reported within AIxC’s financial statements, subject to the deal closing. |
| ● | Following completion of the proposed transaction, FFAI is expected to consolidate FFR’s financial results into its own financial statements based on the applicable accounting treatment of FFAI’s interest in FFR under U.S. GAAP, with such consolidation expected to be reflected beginning with FFAI’s fiscal year 2026 Form 10-K, around the time of closing. |
| ● | The Company will advance definitive agreements, financing, and transaction closing in an orderly manner. |
Los Angeles, California (September 28, 2026) — AIxCrypto Holdings, Inc. (“AIxC” or the “Company”) today announced that it has entered into a non-binding term sheet with Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“FFAI”) for a proposed all-stock acquisition of FFAI’s robotics assets and businesses and a major strategic transformation. AIxC will be renamed FF EAI Robotics Ecosystem Inc., with its ticker changing to FFR, effective September 30, 2026. The proposed transaction remains subject to definitive agreements, special committee and stockholder approvals, and other customary closing conditions, and may not be completed.
FFAI has described that business as a “Four-Core Full-Stack AI” ecosystem comprising the EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and the EAI Data Factory. The EAI Brain supports the Company’s “One-Brain Multi-Form Multi-Capability” technology, product and ecosystem development, while the Developer Platform continues to expand. FF EAI Robot World 2.0 covers three robot forms, five product series, 11 models and 24 products, all of which are available for sale and delivery. As of the end of August, cumulative shipments of FF EAI robots reached 552 units, and the robotics business recorded a gross margin of approximately 30.9% in the Company’s unaudited second quarter 2026 financial results. FFAI’s robotics business has also launched four Industry Productivity Solutions for K-12 Education, Research, Security and Inspection, and will use continued sales and multi-scenario deployments to accumulate scenario-specific real-world data, strengthen the data collection, training and application loop, and further power an evolutionary flywheel for technology and business development.
Due to the related-party nature of the proposed acquisition as FFAI is the Company’s majority stockholder, a special committee (the “Special Committee”) of the Company’s board of directors (the “Board”), composed of Chen Shi and Jason E. Dodier, both independent directors, was formed in connection with the proposed acquisition. The Special Committee unanimously approved the execution of the term sheet and recommended the same to the Board. Acting upon the recommendation of the Special Committee, the Board unanimously approved the execution of the term sheet. Approval of the term sheet by the Special Committee and the Board does not constitute approval of the proposed acquisition or any definitive agreement related thereto. Any definitive agreement and the proposed acquisition remain subject to the Special Committee’s ongoing review and favorable recommendation following completion of its evaluation, including consideration of the terms of the definitive agreement and receipt of a fairness opinion satisfactory to the Special Committee, and approval by the Board acting upon the recommendation of the Special Committee.
AIxC Proposes a Special Stock Dividend Mechanism Based on a $2.246 Per-Share Reference Price
Under the non-binding term sheet, AIxC would acquire FFAI’s robotics business for $200 million in stock.
The per share price would be the lower of $2.246 or the five-day average closing price prior to signing. At $2.246, AIxC’s pre-closing equity value would be approximately $55 million on a fully diluted basis, shown for illustrative purposes only.
If the per share price is below $2.246, AIxC would declare a one-time special stock dividend to holders of record prior to closing. The dividend would be payable only on closing and remains subject to tax analysis.
The transaction is subject to diligence, definitive agreements, and approval of the Company’s special committee.
Shares issued to FFAI would be subject to an 18-month lock-up period, with specific terms subject to the definitive agreements.
FFR Aims to Maintain a Top-Three Comprehensive Ranking in the EAI Robotics Ecosystem Market Over Five Years Through “Four-Core Full-Stack AI” Strategy
Following its strategic transformation, FFR (currently AIxC) anticipates that it will build a business covering the full lifecycle of the robotics business, including R&D, supply chain, manufacturing, sales, deployment, data and operations. Through “Four-Core Full-Stack AI,” FFR expects to build a platform-based EAI robotics ecosystem and usher in an era of competition across the full ecosystem in the U.S. embodied AI robotics industry. In anticipation of becoming the first Nasdaq-listed pure-play robotics ecosystem company, FFR intends to define and establish core EAI robotics industry and valuation benchmarks that drive broader value recognition.
With continued growth in sales and revenue, major breakthroughs in “Four-Core Full-Stack AI,” accelerated implementation of Built in USA, and ongoing multi-scenario data accumulation, FFR aims to achieve and maintain a top-three comprehensive ranking in the EAI robotics ecosystem market over the next five years and rapidly advance achievement of its five-year business-plan objectives.
The Company will continue to pursue its existing businesses, including RoboShare, following the proposed transaction. RoboShare aims to become one of the top two robot-sharing and rental platforms in the United States. FFR will explore business synergies across robot sales, leasing, deployment and operating services, expand robotics application scenarios, and enhance user-service value.
FFR Anticipates Revenue to Evolve from EAI Device Sales to Four-Core Ecosystem Growth, With Ecosystem Revenue Reaching 49% Over Five Years
Under preliminary projections prepared by FFAI management, the FF EAI Robotics business anticipates total revenue from the Four-Core Full-Stack AI ecosystem is expected to reach $7.1 million in 2026, with a positive gross margin. Total revenue is expected to reach $45.17 million in 2027, with gross margin increasing to 30.5% as the business enters a higher-margin phase. Over five years, the projected cumulative revenue of around $1.98 billion, with gross margin gradually rising to about 54% in 2030. As the EAI Brain and Developer Platform, Industry Productivity Solutions, EAI Data Factory and service businesses develop, ecosystem revenue is expected to increase from 22% in 2026 to 49%, further demonstrating the value of the Four-Core Full-Stack AI ecosystem. The Company also expects to significantly increase R&D investment, with a cumulative five-year investment of approximately $300 million to maintain product and technology leadership. Actual results may differ materially.
FFAI management projects that EAI Device unit sales are targeted at 2,001 units in 2026 and 7,400 units in 2027, exceeding 130,000 units cumulatively over five years. The data business is expected to grow rapidly, with cumulative five-year data supply exceeding 19 million hours, supporting the continued optimization of the EAI Brain and advancement of its computing capabilities. While peers such as Figure AI and Agility Robotics pursue a “One Form Does It All” model, FFR believes that relying on a single form to address every use case has inherent limits. Through ongoing “One Brain, Multiple Forms” R&D, the Company will support the scaled deployment of multiple robot forms while maintaining strong product competitiveness.
FFR anticipates that Industry Productivity Solutions will initially focus on education and research, security and inspection, industrial, and service-sector productivity applications, before expanding into additional verticals. This will accelerate the industry’s deployment and application of robots with multiple forms and capabilities.
Standalone Listing of Robotics Business Expected to Unlock Value
Through the proposed acquisition, FFR plans to establish a standalone platform to discover and unlock the value of the robotics business and support FFAI management’s five-year business-plan objectives.
For two years following closing, FFAI and its affiliates propose to observe non-competition restrictions in territories where FFR and its affiliates conduct robotics business. The specific terms and applicable scope remain subject to definitive agreements signed by the parties.
At the signing of the definitive agreements, FFAI and AIxC plan to enter into an Investor Rights Agreement setting forth governance arrangements agreed by the parties, including rights to nominate members of AIxC’s Board of Directors. These arrangements are expected to be like the governance arrangements between FFGP and FFAI.
Next, FFR will advance definitive agreements, financing, and transaction closing in an orderly manner. Upon completion of the transaction, the Company will announce FFR’s next-stage strategy and business plan.
“AIxC appreciates FFAI’s support for this proposed transaction, as well as the strong foundation FFAI has built in EAI robotics technology, products, supply chain and ecosystem development. This proposed acquisition represents an important step in AIxC’s strategic transformation. Following completion of the transaction, AIxC will focus on the robotics business and drive the commercialization, scaled deployment and value creation of its Four-Core Full-Stack AI ecosystem, with the goal of creating substantial value for stockholders,” said Jerry Wang, Global CEO & Director of AIxC and Global Executive Chairman of FF.
Management Conference Call
The Company will host a conference call and webcast to discuss the proposed transaction, its strategic rationale, expected financial and operational benefits, and the Company’s long-term growth plans. Executives from both organizations will provide additional details regarding the transaction, followed by a question-and-answer session.
Date: September 29, 2026
Time: 8:30 a.m. ET / 5:30 a.m. PT
Dial-In: 1-877-407-9716 or 1-201-493-6779
Participant Link: https://callme.viavid.com/viavid/?callme=true&passcode=13759533&h=true&info=company&r=true&B=6
Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Access ID: 13762866
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (to be 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 AIxCrypto Holdings, Inc. (“AIxCrypto,” 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. AIxCrypto 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 transaction. The term sheet is non-binding and may not result in definitive agreements; the proposed transaction may not be approved by our special committee of independent directors, our stockholders or applicable regulators, and may not be completed on the terms described or at all; the conditions to closing and the parties’ ability to satisfy them; 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; the proposed special stock dividend and our ability to declare and pay it; the fact that the counterparty is our controlling stockholder and the conflicts of interest inherent in the transaction; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the proposed non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that we must satisfy initial listing requirements in connection with a change of control or change in the nature of our business; 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 AIxCrypto 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. AIxCrypto 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.
SOURCE AIxCrypto Holdings, Inc.
AIxCrypto Holdings, Inc., Email: [email protected], Phone: +1 (760) 452-8111