AIxCrypto Holdings (Nasdaq ticker: AIXC, expected to be changed to FFR) announced that it has signed a non-binding term sheet with Faraday Future Intelligent Electric Inc (Nasdaq ticker: FFAI), intending to acquire the latter's robotics assets and business. The goal is to become the first company listed on NASDAQ that specializes in a pure robotics ecosystem, and to transform into a platform-based robotics ecosystem company centered around “Four - Core Full - Stack AI”. Both companies' boards of directors have approved this term sheet.
AIxCrypto Holdings and Inc will be renamed FF EAI Robotics Ecosystem Inc. The NASDAQ stock code will also be changed to FFR, effective from September 30, 2026. The company stated that with this proposed acquisition, AIxCrypto will completely abandon its crypto strategy, shift towards a pure robotics ecosystem company, and accelerate the achievement of its five-year goal of maintaining a top three comprehensive ranking in the EAI robotics ecosystem market.
According to this non-binding terms list, AIxCrypto will acquire the robotics business of FFAI for approximately $200 million in stock. The price per share will be the lower of the average closing price over the five trading days prior to signing and $2.246. If calculated at $2.246, the fully diluted equity value of AIxCrypto before delivery is approximately $55 million, for illustrative purposes only. If the price per share is below $2.246, AIxCrypto will distribute a one-time special stock dividend to shareholders registered before the delivery date. This dividend will be paid only at the time of delivery and is subject to tax analysis. The transaction still requires due diligence, a formal agreement, and approval from the company's special committee.
According to FFAI, its robotics business has made significant progress in less than a year, exceeding initial expectations. The company has completed the first phase of the " Built in USA " acceleration plan and is now advancing with the " One - Form Multi-Capability " FF EAI Robot World 2.0" initiative. FFAI has launched 24 products in three different robot forms, all of which have obtained FCC certification, and user deliveries are underway. The company's " Four - Core Full - Stack AI " ecosystem is taking shape. As of the end of August, the cumulative sales volume and shipments of EAI devices reached 552 units. In the second quarter, the average gross profit margin of FFAI robot products exceeded 30%, with cumulative revenue amounting to approximately $1.52 million.
According to the preliminary forecast prepared by the management of FFAI specifically for the FF EAI Robotics business, this business is expected to achieve positive operating cash flow in the third quarter of 2028.
These forecasts assume that the unaudited revenue in 2026 will be approximately $7.1 million, and in 2027 it will be around $45.17 million, with gross margins improving over time; the cumulative revenue from 2026 to 2030 is estimated to be about $1.98 billion, and the cumulative sales volume of EAI devices will exceed 130,000 units. The forecasts also assume that the revenue structure will gradually shift from the sale of EAI devices to EAI Brain, Developer Platform, Industry Productivity Solutions, EAI Data Factory and related services, with the proportion of revenue from the ecosystem expected to increase significantly. AIxC has not adopted these forecasts as company guidance.
If the transaction is completed, FF EAI Robotics will become a wholly-owned subsidiary of AIxC. Its operating performance, capital requirements, and uses of capital will be incorporated into the financial statements of AIxC, subject to the terms of the transaction settlement.
After the transaction is completed, FFAI is expected to incorporate the financial results of FFR into its own financial statements in accordance with the accounting treatment applicable to its interest in FFR under U.S. Generally Accepted Accounting Principles (GAAP). This is expected to be reflected starting from the 10-K report for the fiscal year 2026, which is close to the settlement date.
The company stated that it will proceed in an orderly manner with the formal agreement, financing, and transaction settlement.
AIxCrypto indicates that the proposed transaction still requires formal agreement, approval from a special committee and shareholders, as well as other customary delivery conditions, and may not necessarily be completed.
FFAI describes this business as a “four-core full-stack AI” ecosystem composed of EAI Brain, Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. EAI Brain supports the company's development of technology, products, and ecosystems in the “One - Brain Multi - Form Multi - Capability” areas, and Developer Platform is also continuously expanding. FF EAI Robot World 2.0 covers three types of robots, five product series, 11 models, and 24 products, all of which are now available for sale and delivery. As of the end of August, a total of 552 FF EAI robots have been shipped; in the company's unaudited financial report for the second quarter of 2026, the gross profit margin of the robotics business was approximately 30.9%. FFAI has also launched four industry productivity solutions for K-12 education, scientific research, security, and inspection, and will accumulate real-world data through continuous sales and multi-scenario deployments to strengthen the data collection, training, and application loop, further driving the evolution and growth of technology and business.
As the proposed acquisition involves related-party transactions, and FFAI is the controlling shareholder of the company, the board of directors has established a special committee consisting of two independent directors, Chen Shi and Jason E. The special committee unanimously approved the terms list and recommended it to the board of directors for agreement. After adopting the special committee's recommendation, the board of directors also unanimously approved the signing of the terms list. However, the approval of the terms list by both the special committee and the board of directors does not constitute an approval of the proposed acquisition or any related formal agreements. Any formal agreement and proposed acquisition still require ongoing review and favorable recommendations from the special committee after its assessment, including consideration of the terms of the formal agreement and receipt of opinions on fairness that satisfy the special committee, as well as approval by the board of directors upon the recommendation of the special committee.
In the proposed transaction, AIxCrypto will acquire FFAI's robotics business for 200 million US dollars in stock.
The price per share will be the lower of $2.246 and the average closing price over the five trading days prior to the signing. Based on $2.246, the fully diluted equity value of AIxCrypto before delivery is approximately $55 million, for illustrative purposes only.
If the price per share is below $2.246, AIxCrypto will distribute a one-time special stock dividend to shareholders registered before the delivery date. This dividend will be paid only at the time of delivery and is subject to tax analysis.
Transactions still require due diligence, a formal agreement, and approval from the company's special committee.
The shares issued to FFAI will be subject to a 18-month lock-up period, with the specific terms subject to the formal agreement.
After completing its strategic transformation, FFR (currently AIxC) plans to establish a platform that covers the entire lifecycle of robotics services, including research and development, supply chain, manufacturing, sales, deployment, data management, and operations. Through its "four-core full-stack AI" approach, FFR aims to build a platform-based robotics ecosystem and drive the American embodied AI robotics industry into an era of full-ecosystem competition. The company stated that after becoming the first robotics ecosystem company to list on NASDAQ, FFR will be committed to defining and establishing core EAI for the robotics industry as well as valuation benchmarks, in order to promote a broader recognition of its value.
With continuous growth in sales and revenue, significant breakthroughs achieved in " Four - Core Full - Stack AI ", accelerated progress in " Built in USA ", and the continuous accumulation of data across multiple scenarios, FFR aims to maintain a top-three comprehensive ranking in the EAI robotics ecosystem market over the next five years and to rapidly advance towards the realization of its five-year business plan objectives.
The company will also continue to advance its existing businesses, including RoboShare. The goal of RoboShare is to become one of the top two robot sharing and leasing platforms in the United States. FFR will explore business synergies among robot sales, leasing, deployment, and operational services, expand the application scenarios of robots, and enhance the value of user services.
According to the preliminary forecasts of the management at FFAI, the total revenue of the “four-core full-stack AI” ecosystem of FF EAI Robotics business is expected to reach $7.1 million in 2026, with a positive gross margin. In 2027, the total revenue is expected to reach $45.17 million, and the gross margin is projected to increase to 30.5%, marking the business as entering a stage with higher gross margins. The cumulative revenue over five years is estimated to be about $1.98 billion, with the gross margin gradually rising to around 54% by 2030. With the development of EAI Brain, Developer Platform, Industry Productivity Solutions, EAI Data Factory and the service business, the proportion of ecosystem revenue is expected to increase from 22% in 2026 to 49%, further reflecting the value of the “four-core full-stack AI” ecosystem. The company also plans to significantly increase its research and development investment, with a cumulative investment of about $300 million over five years, in order to maintain its leadership in products and technology. The actual results may differ significantly from these projections.
FFAI Management expects that the sales target for EAI devices will be 2,001 units in 2026 and 7,400 units in 2027, with a cumulative total of over 130,000 units over five years. Data services are expected to grow rapidly, and the cumulative data supply over five years will exceed 19 million hours to support the continuous optimization and improvement of computing power of EAI Brain. The company believes that, unlike the "One Form Does It All" model pursued by competitors such as Figure AI and Agility Robotics, a single form is difficult to cover all application scenarios. By continuously advancing the research and development of "One Brain and Multiple Forms", the company will support the scaled deployment of various robot forms while maintaining strong product competitiveness.
FFR It is expected that Industry Productivity Solutions will first focus on applications in education and scientific research, safety and inspection, as well as industrial and service sectors, and then expand to more vertical fields, thereby accelerating the industry deployment and application of multi-form, multi-capability robots.
Through this proposed acquisition, FFR plans to establish an independent platform to uncover and unleash the value of its robotics business, and to support the five-year business plan objectives of the management team at FFAI.
Within two years after the delivery, FFAI and its related parties intend to comply with non-compete agreements in the regions where FFR and its related parties carry out robotics business. The specific terms and scope of application will still depend on the formal agreement signed by both parties.
At the time of the formal agreement signing, FFAI and AIxC plan to sign an Investor Rights Agreement that clarifies the governance arrangements agreed upon by both parties, including the right to nominate members of the board of directors for AIxC. It is expected that these arrangements will be similar to those between FFGP and FFAI.
Subsequently, FFR will proceed in an orderly manner with the formal agreement, financing, and transaction settlement. Once the transaction is completed, the company will announce the strategy and business plan for the next phase under FFR.
AIxC, the Global CEO and Director, Jerry Wang, as well as FF, the Global Executive Chairman Jerry Wang, stated: "We would like to thank FFAI for their support of this proposed transaction, and also acknowledge the solid foundation laid by FFAI in the areas of robotics technology, products, supply chain, and ecosystem construction. This proposed acquisition is an important step in AIxC's strategic transformation. Upon completion of the transaction, AIxC will focus on its robotics business, driving the commercialization, scaled deployment, and value creation of its 'Four - Core Full - Stack AI' ecosystem, with the goal of creating significant value for shareholders."
The company will hold a teleconference and webcast on September 29, 2026, to discuss this proposed transaction, strategic reasons, expected financial and operational benefits, as well as the company's long-term growth plans. Executives from both companies will provide more details about the transaction and answer questions.
Time:September 29, 2026, 8:30 AM Eastern Time / 5:30 AM Pacific Time
Telephone Access:1-877-407-9716 or 1-201-493-6779
Participation link:https :// callme.viavid.com / viavid /? callme = true & passcode =13759533&h= true & info = company &r= true &B=6
Telephone playback:
Playback Integration:1-844-512-2921 or 1-412-317-6671
Visit ID:13762866
Regarding FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc (Nasdaq ticker: FFR, formerly AIxCrypto Holdings, Inc, and AIXC; expected to change its name starting from September 30, 2026) is a US-based company specializing in AI (EAI) robots. The company is 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 robot technologies, products, and industry solutions.
The company is committed to building a “four-core full-stack” AI ecosystem that covers the entire lifecycle of robots, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technical and product philosophy of “One Brain, Multi-forms, Multi-capabilities”, the company aims to empower humanoid, bionic, and other robot forms through a unified EAI Brain approach, and continuously expand their capabilities for multiple tasks and scenarios. This ecosystem is designed to support the entire lifecycle of robots, including research and development, deployment, data collection and training, operation, as well as commercial applications.
FF EAI Robotics has achieved commercial delivery of humanoid and bionic robot products. Through a variety of robot products, the EAI technology platform, closed-loop data capabilities, and industry solutions, this business continues to promote the scaled adoption of robots in the real world. The company also operates RoboShare, which is a robot sharing and service platform aimed at connecting robot assets, service capabilities, customer needs, and ecosystem partners, further strengthening its robot commercialization and service ecosystem.
For more information, please visit www.ff.com.
Forward-looking Statements
This communication material, including any presentations, press releases, investor materials, or other documents attached to it (collectively referred to as “this communication material”), contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and other securities laws. It relates to AIxCrypto Holdings, Inc (“AIxCrypto” or “the Company”) and its industry. Except for statements of historical facts, all statements, including any financial forecasts, regarding future events, company strategy, transformation to a robotics business, RoboShare plans, digital asset disposal plans, proposed acquisitions of FF EAI Robotics businesses, forecasts mentioned in this document, changes in company names and stock codes, any related financing, and the expected benefits and timing of the aforementioned matters, as well as the Company’s objectives, anticipated or intended actions, or results, are forward-looking statements. You can typically 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”, “continue”, or their negative forms, or other similar expressions; the absence of these words does not mean that a statement is not a forward-looking statement. These statements reflect the Company’s current expectations and forecasts regarding future events as of the date of this communication material and are necessarily based on estimates and assumptions that management deems reasonable but that are inherently uncertain.AIxCrypto cannot guarantee that these forward-looking statements or financial forecasts will necessarily be accurate.
The actual results may differ significantly from those explicitly or implicitly stated in these forward-looking statements, due to reasons including but not limited to the following risks and uncertainties:
Proposed transaction. The terms listed are not binding and may not result in a formal agreement; the proposed transaction may not obtain approval from the company's independent directors' special committee, shareholders, or applicable regulatory authorities, and may not be completed according to the stated terms or may not be able to be completed at all; delivery conditions and the ability of each party to meet these conditions; timing of the transaction and associated costs; issuance of a large number of shares as consideration and the resulting dilution; proposed special stock dividends and the company's ability to announce and pay such dividends; the counterparty to the transaction is the company's controlling shareholder, along with the inherent conflict of interests in this transaction; the company's dependence on the counterparty for transition, supply, and support after delivery; the scope and enforceability of the proposed non-compete and governance arrangements; potential consequences of the transaction under NASDAQ listing rules, including the company's possible need to meet initial listing requirements in the event of a change in control or a change in the nature of the business; the company's ability to integrate and operate the acquired business; and the risk that the performance of the acquired business may differ from expectations.
Predictions. The forecasts mentioned in this document are prepared separately by the management of FFAI for the FF EAI Robotics business and do not reflect the company's current operations, transaction-related expenses, or the situation of the merged company. The company has not independently verified these forecasts, nor has it adopted them as a guide. These forecasts are not prepared for public disclosure or in compliance with the guidelines issued by the U.S. Securities and Exchange Commission (SEC) or the American Institute of Certified Public Accountants regarding forward-looking financial information. No independent registered accounting firm has audited these forecasts, prepared them, or performed any procedures on them, nor has any such firm issued an opinion or provided any form of assurance regarding them. These forecasts reflect estimates and assumptions that are inherently uncertain and subject to change, including changes that may occur during due diligence and the review process by the company's special committee and its financial advisors. Actual results may differ significantly.
Liquidity, capital, and ongoing operations. The company has limited cash and liquidity, and has a history of operating losses and negative operating cash flows; as stated in the periodic reports, there are significant doubts regarding the company's ability to continue as a going concern; the company needs to obtain additional financing under acceptable conditions, which may not even be possible, and such additional financing could lead to a significant dilution of existing shareholders, including financing related to the proposed transaction, which may not be completed or may have more unfavorable terms than expected; the company's ability to fund its operations before and after disposing of its digital asset positions; as well as the company's ability to meet NASDAQ's continued listing requirements, including shareholder equity, minimum stock price, and other applicable standards.
Strategic transformation and disposal of digital assets. Risks associated with the company's fundamental shift from a digital asset treasury strategy to robot operations and the reallocation of resources; whether the company can dispose of its digital asset positions under orderly and acceptable conditions; the risk that the proceeds from disposal may be significantly lower than their book value due to price fluctuations, market depth, timing of execution, custody or transfer restrictions, or other limitations; tax, accounting, and regulatory consequences of such disposal; the continued volatility and regulatory uncertainties surrounding digital assets and cryptocurrencies during the exit period; a significant portion of the company's assets being concentrated in a single equity investment, including investments in related parties, along with related issues such as insufficient liquidity, uncertain valuation, holding period, and transfer restrictions; as well as risks arising from the company's relationships and agreements with related parties and major shareholders.
Robot operation business. The company has limited experience in robot operation and commercialization, and lacks a meaningful history of revenue; RoboShare is still in its early stages, and customer demand, repurchase demand, pricing, utilization rates, or unit economic benefits may not develop as expected; the company relies on a few customers, a single initial geographic market, and individual activities or collaborations, and any loss of such relationships or changes in terms could have a disproportionate impact; the company depends on third-party robot owners, operators, suppliers, original equipment manufacturers, and local partners, as well as their willingness to provide robots on the platform; risks related to the availability, cost, quality, maintenance, transportation, insurance, and technological obsolescence of robots and related equipment, as well as supply chain, tariffs, and trade measures that affect these factors; and the company's ability to expand into more markets and attract and retain participants from both sides of the market.
Operation, safety, and liability. The risks of property damage, personal injury, or death associated with the operation of humanoid robots, quadruped robots, and other autonomous or semi-autonomous machines in environments near performers, employees, guests, and the public, including at live events and in uncontrolled settings; product liability, venue liability, negligence, and related claims; as well as whether the company's insurance coverage and contractual compensation from customers, owners, and suppliers are sufficient in scope, available, and what the costs are; how responsibility is allocated among the company, robot owners, venue operators, event organizers, and customers; licensing, permits, occupational safety, and specific regulatory requirements for events; and the reputational consequences of any safety incidents.
Technology, data, and intellectual property. Interruptions, failures, defects, or cyberattacks on systems, networks, telecommunications, or services; limitations in the performance, reliability, and autonomy of support robot systems, their software, models, and networks; the company's collection, use, storage, transmission, and protection of personal information, including images captured during the deployment of robots as well as any biometric or bioidentical data, as well as the evolving privacy, biometrics, and artificial intelligence laws and regulations in the judicial jurisdictions where the company operates or intends to operate; the company's ability to acquire, maintain, protect, and enforce intellectual property rights, as well as its ability to respond to claims of infringement or misappropriation by third parties; and the company's dependence on third-party technologies, platforms, and licenses.
Legal, regulatory, and general risks. Regulatory characteristics of the industries in which the company operates and the judicial jurisdictions; current or future laws and regulations, as well as new interpretations of existing laws and regulations, including those applicable to digital assets, robots, autonomous systems, consumer protection, advertising, and endorsements; the company's market arrangements or the way they are described may be interpreted by regulatory authorities or courts in a manner different from what the company expects; counterparty non-performance of contractual obligations; litigation, regulatory inquiries, investigations, and law enforcement actions, along with their costs and outcomes; business, economic, market, and capital market conditions; industry competition; changes in market demand for the company's products and services and pricing; the company's ability to promptly define, design, and launch new products and services that meet customer needs; the company's ability to attract, retain, and motivate qualified employees (including key management); the company's ability to manage growth and transformation; and the company's ability to maintain effective internal controls and disclosure procedures for financial reporting.
The above factors are not exhaustive. For more risks and uncertainties, please refer to the documents submitted by the company to the U.S. Securities and Exchange Commission (SEC), including the annual report 10-K for the year ending December 31, 2025, the quarterly report 10-Q, as well as subsequent filing documents. These relevant documents can be found on the SEC website at www.sec.gov. Investors are advised to review the disclosures regarding liquidity, capital resources, and ongoing operations contained in these reports.
The forward-looking statements in this communication material are only valid as of the date of issuance. Except as required by law, AIxCrypto or any other party has no obligation to update or revise any of the forward-looking statements or financial projections contained herein due to new information, future events, or other reasons. This communication material is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any securities, nor does it constitute investment, tax, or legal advice, or any investment recommendation. It also does not take into account the investment objectives or financial circumstances of any individual. AIxCrypto reserves the right to modify or replace all or part of the information in this document at any time without notice to any recipients. Readers are advised not to rely excessively on these forward-looking statements. This reminder is made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and these forward-looking statements are intended to be protected under such provisions.
