FF EAI Robotics Ecosystem Inc.

Item 1.01. Entry into a Material Definitive Agreement. Transaction Agreement In its Current Report on Form 8-K filed on September 28, 2026, FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.) (the “Company”) disclosed its entry into a non-binding term sheet with Faraday Future Intelligent Electric Inc. (“FFAI”), the Company’s majority stockholder, concerning the proposed acquisition by the Company of FFAI’s robotics business (the “Robotics Business”). On October 12, 2026, the Company entered into that certain transaction agreement (the “Transaction Agreement”) with Smart Technology Holdings Ltd., a Cayman Islands company (the “Cayman Seller”), FFAI (together with the Cayman Seller, the “Seller Parties”), FF EAI Robotics Inc., a California corporation (“RobotCo”), and FFR Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company agreed to acquire the Robotics Business from the Seller Parties. Due to the related-party nature of the transactions contemplated under the Transaction Agreement and other transaction documents (the “Transactions”) as FFAI is the Company’s majority stockholder, a special committee of the Company’s board of directors (the “Board”), composed of independent directors Chen Shi and Jason E. Dodier (the “Special Committee”), unanimously determined that the Transactions are fair to, and in the best interests of, the Company, and unanimously recommended that the Board approve the Transaction Agreement and the Transactions. Based on the Special Committee’s recommendation, the Board unanimously (i) determined that the Transactions are fair to, and in the best interests of, the Company, and (ii) approved entry into the Transaction Agreement and the consummation of the Transactions. The Special Committee and the Board received a fairness opinion from the Special Committee’s financial advisor, Advanture Capital Solutions LLC. At the closing of the Transactions (the “Closing”), the Company will acquire all issued and outstanding shares of RobotCo from the Cayman Seller in exchange for 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”) (the “Equity Exchange”). Immediately following the Equity Exchange, RobotCo will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned direct subsidiary of the Company (the “Merger”). The purchase price payable to the Cayman Seller is (a) US$200 million multiplied by (b)(i) one minus (ii)(A) the number of shares of RobotCo common stock issuable upon exercise of outstanding options immediately before the Closing divided by (B) the number of shares of RobotCo common stock outstanding immediately before the Closing on a fully diluted basis (the “Purchase Price”). The Purchase Price excludes consideration attributable to those outstanding options of RobotCo, which will be assumed by the Company as described below. The consideration share price is US$2.246 per share. The Transaction Agreement does not provide for the special stock dividend contemplated by the previously announced term sheet. The Purchase Price will be paid through the issuance of 1,315,313 shares of Common Stock and 65,475 shares of Preferred Stock. Each share of Preferred Stock will be convertible into one thousand shares of Common Stock. The Preferred Stock will be non-voting and will have no discount, interest, preferential dividend, redemption right or other special economic rights. Before issuance, the Company will adopt and file a certificate of designation specifying its terms. No Common Stock or Preferred Stock may be issued in excess of the amount authorized by the Company’s certificate of incorporation or, without the requisite stockholder approval, the maximum amount permitted under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable. The Preferred Stock may not be converted into Common Stock, and voting rights arising from conversion may not be exercised, unless and until the requisite stockholder approval of the Company is obtained. This absolute blocker applies to the Seller Parties, their affiliates and subsequent holders, including upon distributions, transfers or pledges, and cannot be circumvented through cash settlement, waiver, amendment or another arrangement. At the effective time of the Merger, each outstanding and unexercised option to acquire RobotCo common stock, whether vested or unvested, will be converted into an option to acquire Common Stock. The exchange ratio is 0.89, subject to adjustment for specified corporate actions. The number of shares underlying each assumed option will equal the current number of underlying RobotCo shares multiplied by the exchange ratio, and its per-share exercise price will equal its existing exercise price divided by the exchange ratio. 2 Before the Closing, FFAI and RobotCo are required to complete an internal restructuring (the “Internal Restructuring”) that transfers the Robotics Business and related assets, data, contracts, employees and liabilities to RobotCo or its subsidiaries. Certain identified shared software and technology will be licensed under long-term intellectual property license agreements. In addition, the Company will cooperate with the Seller Parties and RobotCo in completing employee transition and onboarding of employees of RobotCo and the Robotics Business, effective as of the Closing or the applicable transfer date. In anticipation of the entry into the Transaction Agreement, FFAI, RobotCo and the Company entered into that certain transition services agreement (the “Transition Services Agreement”), effective on October 1, 2026, pursuant to which FFAI will provide transition services to RobotCo in (i) EAI Device; (ii) EAI Brain & Open Source and Open Developer Platform; (iii) Data Factory; and (iv) Industry Solutions, and other relevant services. Fees for the services equal FFAI’s actual, direct and documented costs of providing the services, without markup. No fees are payable before the date of the Transaction Agreement. The Company will be liable for service fees during the period from October 1, 2026, until the earlier of (i) the date of the Closing, or (ii) termination of the Transaction Agreement. The initial term of the Transition Services Agreement is twelve months, and FFAI and RobotCo may extend the term upon mutual consent. The foregoing description of the Transition Services Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference. The Transactions are subject to closing conditions, including completion of the Internal Restructuring; required regulatory, corporate and third-party approvals and consents; absence of specified restraints and material adverse effects; accuracy of representations and warranties and performance of covenants; arrangements with specified key employees; and execution and delivery of the ancillary transaction documents. The Transaction Agreement contemplates that, as promptly as reasonably practicable after the Closing, the Company will obtain stockholder approval by written consent in lieu of a meeting, in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”), of (i) the issuance of the consideration securities and the Common Stock issuable upon conversion of the Preferred Stock for purposes of applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable, and (ii) any amendment to the Company’s certificate of incorporation, as amended, required to authorize sufficient shares (collectively, the “Stockholder Proposals”). Following receipt of the written consent, the Company will file an information statement on Schedule 14C with the SEC. Shares of Common Stock issued as consideration before the requisite stockholder approval will not be entitled to vote or consent on the Stockholder Proposals to the extent prohibited by applicable Nasdaq Listing Rules. Upon written request at any time following the twelve-month anniversary of the Closing, the Company will prepare and file a resale registration statement with the SEC covering the resale of the Common Stock issued, or issuable upon conversion of the Preferred Stock, under the Transaction Agreement and held by the Seller Parties or any permitted transferee. The Company and the Seller Parties have agreed to cooperate in a potential concurrent private placement financing consisting solely of equity securities, with gross proceeds of no more than US$30 million and a purchase price at the “Minimum Price” determined in accordance with Nasdaq Listing Rule 5635(d). The Transactions are not conditioned on that financing or any other financing. The Transaction Agreement contains representations, warranties, interim operating covenants, exclusivity obligations, termination, and post-Closing indemnification provisions that are customary for transactions of this type. Furthermore, for a period of two years after the Closing, the Seller Parties and their affiliates will be subject to noncompetition and nonsolicitation restrictions, subject to specified exceptions for non-robotics electric vehicle and automotive businesses, related software and services and aftermarket activities. 3 The Transaction Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. In particular, the representations and warranties contained in the Transaction Agreement were made only for the purposes of the Transaction Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Transaction Agreement. The representations and warranties contained in the Transaction Agreement may be subject to limitations agreed upon by the parties to the Transaction Agreement and are qualified by information in confidential disclosure schedules provided in connection with the signing of the Transaction Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement may be subject to a standard of materiality provided for in the Transaction Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The foregoing description of the Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement, attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by this reference. Lock-up Agreement The Transaction Agreement contemplates that a lock-up agreement (the “Lock-up Agreement”) will be executed and delivered by each Seller Party on or prior to the Closing. Under the Lock-up Agreement, each Seller Party will be subject to restrictions for a period of eighteen months following the Closing with respect to 100% of the consideration securities received pursuant to the Transaction Agreement, including Common Stock issued or issuable upon conversion of the Preferred Stock and securities issued in respect thereof in specified corporate events. The restrictions prohibit sales, transfers, hedging and public announcements of an intention to engage in such transactions, subject to specified consent and transfer exceptions. The Lock-up Agreement terminates automatically upon termination of the Transaction Agreement in accordance with its terms. The foregoing description of the Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Lock-up Agreement, attached hereto as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by this reference. Support Agreement The Transaction Agreement contemplates that a support agreement (the “Support Agreement”) will be entered into by and among the Company, FFAI, Yueting Jia and Jiawei Wang on or prior to the Closing. Each undersigned stockholder undertakes to approve the stockholder proposals described above by written consent and, if a meeting is held, to attend for quorum purposes and vote in favor of the proposals and against specified competing or obstructive actions. These voting obligations apply to shares that each undersigned stockholder is entitled to vote and exclude proposals that would materially and disproportionately adversely affect such stockholder compared with other Company stockholders. The Support Agreement also restricts transfers, subject to specified exceptions, and prohibits inconsistent voting arrangements. The voting and transfer obligations continue until the earlier of receipt of all approvals of the stockholder proposals and termination of the Transaction Agreement in accordance with its terms. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Support Agreement, attached hereto as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by this reference. Amended and Restated Lead Investor Agreement On October 12, 2026, the Company entered into that certain amended and restated lead investor agreement (the “Lead Investor Agreement”) with FF Global Partners LLC (“FFGP” or the “Lead Investor”), FFAI, Yueting Jia and Jiawei Wang (together with FFGP and FFAI, the “Group Members”). The Lead Investor Agreement constitutes the investor rights agreement contemplated by the Transaction Agreement and amends and restates the lead investor agreement, dated September 19, 2025, by and between the Company and FFAI (the “Original Agreement”). Except for specified provisions effective as of signing, the Lead Investor Agreement will become effective automatically upon satisfaction of specified conditions, including consummation of the Transactions and approval by the Board and the applicable governing bodies of FFAI and FFGP (the “Amendment Effective Date”), at which time FFAI’s rights as lead investor under the Original Agreement will be assigned to FFGP. Until then, the Original Agreement remains in full force and effect. 4 Upon the Amendment Effective Date, FFAI, Yueting Jia and Jiawei Wang will grant FFGP an irrevocable proxy to exercise, in FFGP’s sole discretion, all voting and consent rights attaching to Company securities now or subsequently owned of record or beneficially owned by them or their affiliates, subject to specified transfer exceptions and their obligations under any support agreement entered into in connection with the Transactions, including the Support Agreement. Each of them retains all other rights of ownership, including the right to receive dividends and distributions. If the Closing has not occurred within 180 days after signing, each grantor may revoke the proxy. The Group Members have acknowledged that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the proxy, FFGP will hold more than 50% of the voting power for the election of directors, and the Company will qualify as a “controlled company” under the Nasdaq Listing Rules. Upon FFGP’s request, the Company must rely on available controlled company exemptions and may not cease such reliance without FFGP’s consent. The Board will have seven members, subject to specified exceptions and FFGP’s consent to changes in size. FFGP may designate four directors and, in any event, a Board majority until the aggregate Group Shares (as defined in the Lead Investor Agreement) fall below 3,339,270 shares of Common Stock on an as-converted basis (equal to 25% of FFAI’s beneficially owned Common Stock at signing, adjusted for specified corporate actions) for 365 consecutive days (the “Majority Designation Period”), subject to an exception for specified financing facilitation transactions. Company issuances do not adjust this share threshold. Thereafter, FFGP retains proportional designation rights based on the Group Members’ voting percentage under the Lead Investor Agreement, calculated on an as-converted basis without giving effect to conversion caps or voting blockers, rounded up, with at least one designee. FFGP is also entitled, to the extent permitted by applicable SEC and Nasdaq requirements, to proportional representation, rounded up, on each Board committee and at least one designee on each committee. FFGP may select the Chairperson during the Majority Designation Period and may remove and replace its designees at any time. If an FFGP designee is not elected at a stockholder meeting, FFGP may require the Company to temporarily expand the Board and appoint a replacement designee. FFGP designees are not required to qualify as independent directors, and their appointment or nomination is subject only to limited review by the Board’s nominating and corporate governance committee, with a designee deemed approved if the committee does not respond within 15 business days, subject to tolling while requested information necessary to assess a designee remains outstanding. The Company must cause the Board to include sufficient independent directors to satisfy Nasdaq listing standards, taking into account any controlled company exemptions. Each designee must deliver to FFGP an undated, pre-signed resignation and reassignment letter, which FFGP may deliver to the Company at any time. The Company must amend its bylaws to reflect the fixed Board size after the Amendment Effective Date. While FFGP has director designation rights, the appointment, removal or replacement of, and any material change to the title, authority, reporting line or compensation of, the Chairperson and the Chief Executive Officer, including any Co-Chief Executive Officer, are reserved to the full Board, may not be delegated, and require approval by a majority of FFGP’s serving designees. Designees may share information with FFGP, subject to Delaware law, confidentiality undertakings for material nonpublic information and Board restrictions where a Group Member or its affiliate is adverse to the Company. During the Majority Designation Period, FFGP has consent rights over specified equity issuances, including issuances of 15% or more over a rolling twelve-month period, subject to exceptions; transactions requiring a vote under Nasdaq Listing Rule 5635; below-Minimum Price issuances; issuances of securities ranking senior to or on parity with, or amendments to the terms of, the Company’s Series B Convertible Preferred Stock; anti-takeover arrangements; and new equity incentive plans or reserve increases exceeding 10% of outstanding Common Stock annually. The Company also may not amend its organizational documents in a manner adverse to the rights of FFGP or the other Group Members under the Lead Investor Agreement without FFGP’s prior approval and, upon FFGP’s request, must take specified actions to conform its organizational documents to those rights. In addition, during the Majority Designation Period, FFGP has rights to participate in subsequent equity and debt financings, subject to specified exclusions, and a top-up right, exercisable by FFGP or another Group Member or affiliate, to purchase additional securities to restore the Group Members’ pre-issuance voting percentage following issuances that reduce it, including certain issuances excluded from the participation right. If any such purchase requires stockholder approval under Nasdaq rules, the Company must call a stockholder meeting within 60 days, and the Board must recommend approval. The Company is also prohibited from taking actions intended to, or that would reasonably be expected to, impair FFGP’s rights, and must provide substantially identical rights with respect to any spin-off or similar entity in which a Group Member receives equity. 5 The term is 99 years from the Amendment Effective Date. The Lead Investor Agreement automatically terminates if the Closing does not occur within 180 days after signing, in which case the Original Agreement continues in effect with FFAI as lead investor. FFGP may terminate the Lead Investor Agreement in its sole discretion on five days’ written notice, or by mutual agreement with the Company; the Company has no unilateral termination right. The proxy terminates upon termination of the Lead Investor Agreement. The foregoing description of the Lead Investor Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lead Investor Agreement, attached hereto as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by this reference. PIPE Securities Purchase Agreement On October 12, 2026, the Company entered into a securities purchase agreement (the “PIPE SPA”) with the investors named therein (the “PIPE Investors”) for a private placement of Common Stock and, to the extent required by the beneficial ownership limitation described below, Series D non-voting convertible preferred stock, par value $0.001 per share (the “PIPE Preferred Stock”), for aggregate gross proceeds of up to US$10 million (the “PIPE”). There is no minimum aggregate funding condition. The subscription price is the lower of (i) the Nasdaq Official Closing Price immediately preceding execution of the PIPE SPA and (ii) US$2.246. Schedule I to the PIPE SPA specifies a subscription price of US$1.50 per share of Common Stock. The PIPE closing is conditioned on, among other things, and is to occur substantially concurrently with, the consummation of the Transactions. Each investor may fund its subscription amount on or before the fifteenth business day following the Closing without a funding default. The Company may accept a lesser amount actually funded in full satisfaction of an investor’s commitment; otherwise, the investor remains obligated to fund its subscription amount. Securities will be issued only against receipt of the applicable subscription amount. The Transactions are not conditioned on the PIPE. Net proceeds will be used entirely for the development and operations of the Company’s robotics business following the consummation of the Transactions. Issuance of Common Stock, including upon conversion of the PIPE Preferred Stock, is subject to a 4.99% beneficial ownership limitation, which an investor may increase to no more than 9.99% on at least 61 days’ prior written notice. An investor whose allocation would exceed that limitation will receive the maximum permitted whole number of Common Stock shares and PIPE Preferred Stock representing the balance on an as-converted basis, subject to rounding. The PIPE Preferred Stock will be convertible into Common Stock in accordance with its certificate of designation. Issuances are also subject to the applicable Nasdaq issuance cap unless and until any required stockholder approval becomes effective. The Company will file a resale registration statement covering the Common Stock issued in the PIPE and issuable upon conversion of the PIPE Preferred Stock within 30 calendar days after the Closing and use best efforts to obtain effectiveness within 60 calendar days after filing, subject to specified extensions, cut-backs and suspension rights. The PIPE securities are not subject to a contractual lock-up and remain subject to applicable securities-law transfer restrictions. The foregoing description of the PIPE SPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the PIPE SPA, attached hereto as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated herein by this reference.

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the consideration securities, the conversion terms of the Preferred Stock and the assumption of RobotCo options is incorporated by reference into this Item 3.02. The Company intends to issue the consideration securities to the Cayman Seller in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company is relying on the private nature of the negotiated transaction with the Cayman Seller, the Cayman Seller’s access to information concerning the Company, and its investment and transfer-restriction representations. The Company will receive all issued and outstanding RobotCo shares in exchange for the consideration securities and will receive no cash proceeds from that issuance. No underwriting discounts or commissions will be paid in connection with the issuance of the consideration securities. 6 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the PIPE is incorporated by reference into this Item 3.02. The Company intends to offer and sell the PIPE securities in reliance on Regulation S under the Securities Act for offshore sales to non-U.S. persons, based on the PIPE Investors’ investment, non-U.S.-person and transfer-restriction representations and the absence of directed selling efforts. No underwriting discounts or commissions will be paid in connection with the issuance of the PIPE securities.

Item 7.01. Regulation FD Disclosure. On October 14, 2026, the Company issued a press release announcing entry into the Transaction Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Also on October 14, 2026, the Company will make an investor presentation relating to the Transactions. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.