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, Sept. 28, 2026 /PRNewswire/ -- 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.