FFR ( AIxC ) and Faraday Future Intelligent Electric Inc (. FFAI ) have disclosed more details regarding the proposed acquisition of FFAI's robotics business. Both parties stated that the transaction is valued at approximately $200 million for FFAI's robotics assets and business, and mentioned a potential special stock dividend of $2.246 per share, which they said will directly benefit existing shareholders.
According to the announcement, FFR has signed a non-binding term sheet with FFAI to acquire the robot assets and business of FFAI in the form of all shares. Calculated at $2.246 per share, the equity value of FFR before delivery is approximately 55 million US dollars, based on a fully diluted basis, for illustrative purposes only.
If the price per share at the time of signing is lower than $2.246, FFR will announce a one-time special stock dividend to shareholders registered before the delivery date in order to bring the total equity value up to $2.246 per share. This dividend will be paid only after the transaction is completed and is subject to tax analysis.
AIxCrypto Holdings and Inc will be renamed FF EAI Robotics Ecosystem Inc. Starting from September 30, 2026, their NASDAQ ticker will also be changed to FFR. The company stated that through this proposed acquisition, FFR will completely abandon its crypto strategy and transform into a pure robotics ecosystem company, accelerating its goal of maintaining a top three comprehensive ranking in the EAI robotics ecosystem market within five years.
Announcement states that in less than a year, FFAI has launched 24 products, covering three types of robot forms, all of which have obtained FCC certification. As of the end of August, the cumulative sales and shipments of EAI devices reached 552 units. In the second quarter, the average gross profit margin of FFAI's " Four - Core Full - Stack AI " robot products exceeded 30%, with cumulative revenue of approximately 1.52 million US dollars.
According to preliminary forecasts, the business is expected to achieve positive operating cash flow in the third quarter of 2028. The forecast also includes: unaudited revenue of approximately $7.1 million in 2026 and about $45.17 million in 2027; gross margin is expected to gradually increase from 30.5% in 2027 to 54% by 2030; cumulative revenue from 2026 to 2030 is estimated at approximately $1.98 billion, and the cumulative sales volume of EAI devices will exceed 130,000 units.
The company also expects that the revenue structure will gradually shift from EAI device sales to EAI Brain and developer platforms, industry productivity solutions, EAI data factories, and related services, with the proportion of revenue from the ecosystem expected to increase significantly.
FFR, headquartered in Los Angeles, announced on September 29th that it has signed a non-binding term sheet with Faraday Future Intelligent Electric Inc., a NASDAQ-listed company (NASDAQ : FFAI), intending to acquire the robot assets and business of FFAI in exchange for all its shares, with an estimated value of about 200 million US dollars. FFR stated that upon completion of the transaction, its goal is to become the first pure robotics ecosystem company listed on NASDAQ.
This transaction still requires the completion of due diligence, signing of a formal agreement, and approval from the special committees of FFR and FFAI, as well as relevant approvals and other customary delivery conditions, and it is not certain that it will be completed.
If the transaction is completed, FFR is expected to obtain an independent platform for advancing the commercialization, deployment, and long-term development of its robotics business.
Reasons for a $200 million valuation
FFAI and FFR believe that robotics represents one of the most attractive opportunities in the emerging Physical AI sector. The driving factors include an accelerating demand for automation, broader adoption of AI, and the potential for creating long-term shareholder value. Unlike traditional manufacturing businesses, the robotics industry is expected to adopt a low-capital model that combines software, AI services, data, industry-specific solutions, and ecosystem revenues with more capital-efficient production and deployment strategies.
FFAI and FFR believe that a focused, independent robotics platform, equipped with dedicated capital, independent reporting, and a single strategic goal, can unleash business value.
If the transaction is completed, FFR plans to build a platform-based EAI robot ecosystem that covers the entire lifecycle of robots, including research and development, supply chain, manufacturing, sales, deployment, data management, and operations.
The ecosystem is expected to consist of EAI Brain, a developer platform, EAI devices, industry productivity solutions, and EAI data factories. EAI Brain supports the development of FFR's " One - Brain Multi - Form , Multi-Capability " technology, products, and ecosystem, and the developer platform will also continue to expand.
In less than a year, the business of FF EAI Robotics that FFR intends to acquire has launched three types of robots, five product series, 11 models, and 24 products in total. All of these have obtained FCC certification and are ready for sale and delivery. This business has already achieved commercial delivery of humanoid and bionic robot products.
As of the end of August, the cumulative shipment volume of the FF EAI robot reached 552 units; in the unaudited financial report for the second quarter of 2026, the average gross profit margin for this robot business's products " Four - Core Full - Stack AI " was approximately 30.9%, with cumulative revenue amounting to about 1.52 million US dollars. This business also launched four industry productivity solutions targeting K-12 education, scientific research, security, and inspection tasks.
According to the preliminary forecast prepared by the management of FFAI for the FF EAI Robotics business as an independent entity, this business is expected to achieve positive operating cash flow in the third quarter of 2028. The total revenue of the Four - Core Full - Stack AI ecosystem is estimated to be around $7.1 million in 2026, with a positive gross margin. In 2027, the total revenue is expected to be around $45.17 million, and as the business enters a stage with higher gross margins, the gross margin is expected to increase to 30.5%.
Within a five-year period, the cumulative revenue is expected to be approximately $1.98 billion, with the gross margin gradually rising to around 54% by 2030. With the development of EAI Brain, developer platforms, industry productivity solutions, EAI data factories, and related services, the proportion of ecosystem revenue in total revenue is expected to increase from 22% in 2026 to 49% over the five-year period.
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, with a cumulative data supply of over 19 million hours over the same period, to support the continuous optimization and enhancement of computing power of EAI Brain.
The above forecasts were prepared by the management of FFAI for the FF EAI Robotics business as independent entities, and have not been adopted by FFR as company guidelines. Furthermore, these forecasts may change, and the actual results could differ significantly from the predicted outcomes.
A potential special stock dividend of $2.246 per share provides direct benefits to existing shareholders.
According to the non-binding terms list, the proposed price per share will be the lower of the average closing price over the five trading days prior to signing and $2.246. If the price per share is below $2.246 at the time of signing, FFR will announce a one-time special stock dividend to shareholders registered before the delivery date in order to bring the total equity value up to $2.246 per share. This dividend will only be paid after the transaction is completed and is still subject to tax analysis. The specific terms of the proposed transaction, including the special stock dividend mechanism, still require due diligence, a formal agreement, and approval from a special committee.
FFR strives to rank among the top three in the EAI robotics ecosystem within the next five years
FFR believes that the robotics business is an attractive, low-capital-intensive venture that can generate continuous revenue and growth. It boasts a positive gross profit margin on products, a clear path for growth, relatively limited overall capital requirements to achieve profitability, and a steadily increasing cash flow from operations.
FFR indicates that the company can utilize its listing platform and independent financing capabilities to transform from a platform whose valuation is primarily driven by external asset price fluctuations to a listed company centered on the real economy business of emerging industries. The company's capital efficiency and business growth will become clearer and more traceable, and the transparency and quality of its financial reporting are also expected to improve. As resources are fully focused on the robotics strategy, changes in the operating environment may reshape financing logic, transaction terms, and capital costs. Improved financing conditions may in turn accelerate business development, creating a positive cycle where value creation and financing optimization promote each other.
FFR will continue to advance the formal agreement, financing arrangements, and transaction completion in an orderly manner. After the transaction is completed, FFR is expected to announce the next phase of its strategy and business plan.
Management Teleconference
FFR will hold a teleconference and live webcast to discuss this proposed transaction, strategic reasons, expected financial and operational benefits, as well as long-term growth plans. Executives from both companies will provide more details about the transaction and there will also be a Q&A session.
Date: September 29, 2026
Time: 8:30 a.m. Eastern Time / 5:30 a.m. Pacific Time
Dial the following numbers: 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 dial-in: 1-844-512-2921 or 1-412-317-6671
Visit ID: 13762866
Regarding FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. ( NASDAQ : FFR ) (to be renamed from AIxCrypto Holdings, Inc. and AIXC starting from September 30, 2026) is a humanoid AI ( EAI ) robotics company headquartered in the United States. It is acquiring the FF EAI Robotics business. After the acquisition is completed, the company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotics technologies, products, and industry solutions.
The company is committed to building an ecosystem that covers the entire lifecycle of robots, known as “Four - Core Full - Stack AI”, which consists of EAI Brain and a developer platform, EAI devices, industry productivity solutions, and EAI data factories. Guided by the technical and product philosophies of “One Brain, Multi-forms, Multi-capabilities”, the company aims to empower humanoid, bionic, and other forms of robots through a unified EAI Brain, 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, and 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 large-scale application of robots in real-world scenarios. The company also operates RoboShare, which is a robot sharing and service platform aimed at connecting robot assets, service capabilities, customer needs, and ecological 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, regarding AIxCrypto Holdings, Inc, and their industries. Except for statements of historical facts, all statements, including any financial forecasts, as well as those concerning 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 communication material, changes in company names and codes, related financing, and expected benefits and timing for the aforementioned matters, are forward-looking statements. Such statements can typically be identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “plan,” “target,” “estimate,” “forecast,” “prospect,” and similar phrases or their negatives. However, the absence of these words does not mean that the statements are not forward-looking. These statements reflect the company’s current expectations and projections for future events as of the date of this communication material, 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 expressed or implied in the forward-looking statements due to various risks and uncertainties, including but not limited to:
Proposed transaction. The terms listed are not binding and may not result in a formal agreement; the proposed transaction may not be approved by the Independent Directors' Special Committee, shareholders, or relevant regulatory authorities, and may not be completed according to the stated terms, or may not 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 inherent conflicts of interest in the transaction; the company's dependence on the counterparty for transition, supply, and support after the transaction is completed; the scope and enforceability of proposed non-compete and governance arrangements; the impact of the transaction on NASDAQ listing requirements, including the potential need to meet initial listing requirements in case of a change in control or business nature; the company's ability to integrate and operate the acquired business; and the risk that the performance of the acquired business may fall short of expectations.
Predictions. The forecasts mentioned in this communication material were prepared by the management of FFAI for the FF EAI Robotics business as independent entities, and do not reflect the company's current business, 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. They were not prepared for public disclosure or in compliance with the public guidelines of the U.S. Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding forward-looking financial information. There has been no independent registered accounting firm to audit, prepare, or perform any procedures on them, nor has any institution issued an opinion or provided any other form of assurance regarding them. The forecasts are based on estimates and assumptions that are inherently uncertain and subject to change, including due diligence and reviews by the company's special committee and its financial advisors. Actual results may differ significantly, and there could be substantial variations.
Liquidity, capital, and ongoing operations. The company has limited cash and liquidity, and has a history of operating losses and negative operating cash flows; according to periodic reports, there are significant doubts regarding the company's ability to continue as a going concern; the company may not be able to obtain additional financing under acceptable terms or at all, and such additional financing could lead to a significant dilution of existing shareholders, including any financing related to the proposed transaction, which may not be completed or may have terms that differ from expectations; the company's ability to fund its operations before and after disposing of its digital asset holdings; as well as the company's ability to meet NASDAQ's continued listing requirements, including shareholder equity, minimum stock price, and other applicable criteria.
Strategic transformation and disposal of digital assets. Risks associated with the fundamental shift in the company's business strategy and the reallocation of resources from a digital asset portfolio to robotics operations; whether the company can dispose of digital assets in an orderly manner at acceptable terms; the risk that proceeds from disposal may be significantly lower than their book value due to price fluctuations, market liquidity, timing of execution, custody or transfer restrictions, or other constraints; tax, accounting, and regulatory consequences of such disposal; the ongoing volatility and regulatory uncertainties surrounding digital assets and cryptocurrencies during the deleveraging 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; and 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, recurring needs, 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 partnerships, 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 bilateral participants in the market.
Operation, safety, and liability. The risks of property damage, personal injury, or death that may arise from the operation of humanoid robots, quadruped robots, and other autonomous or semi-autonomous machines in close proximity to performers, employees, guests, and the public, including at on-site events and in uncontrolled environments; product liability, venue liability, negligence, and related claims; as well as the coverage, scope, availability, and cost of company insurance; whether contractual compensation from customers, owners, and suppliers is sufficient; the division of liability among the company, robot owners, event organizers, and customers; licensing, permits, occupational safety, and regulatory requirements for specific activities; 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 robotic systems and the software, models, and networks that support their operation; the company's ability to collect, use, store, transmit, and protect personal information during the deployment of robots, including images and any biometric or near-biometric 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 other general risks. The nature of regulations in the industry in which the company operates and in 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 in which they are described, may be characterized 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 enforcement actions, along with their costs and outcomes; business, economic, market, and capital market conditions; industry competition; changes in market demand for and pricing of the company's products and services; 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 personnel); the company's ability to manage growth and transformation; and the company's ability to maintain the effectiveness of 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 Form 10-K annual report for the fiscal year ending December 31, 2025, the Form 10-Q quarterly report, and subsequent documents. These 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 in these reports.
The forward-looking statements in this communication material are only valid as of their date of issuance. Except as required by law, AIxCrypto or any other party has no obligation to update or revise any such forward-looking statements or financial projections 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 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 should be cautious and not rely excessively on these forward-looking statements. This communication is protected under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
