Business Context and Reporting Period
Company: Aixcrypto Holdings, Inc. (AIXC)
Filing Type: Form 8-K (Current Report)
Date of Report: April 10, 2026
Reporting Period: Events occurring between April 10, 2026, and April 15, 2026.
Context: The filing details amendments to an Entrusted Investment Agreement and a Securities Purchase Agreement (SPA) involving Faraday Future Intelligent Electric Inc. (FFAI). Aixcrypto, through its fiduciary GOLD KING ARTHUR HOLDING LIMITED (GKA), is investing in FFAI equity and debt instruments.
Key Financial Metrics and Transaction Details
This filing describes specific transaction terms rather than periodic financial performance (revenue, profit, or cash flow). Key financial figures include:
- Total Subscription Amount: Increased to $12,000,000 under the Amended and Restated SPA.
- Allocation of Funds: $500,000 for FFAI Class A Common Stock; $11,500,000 for Series C Convertible Preferred Stock.
- Purchase Price: $0.26 per share (100% of the 10-day average closing price prior to signing).
- Warrant Issuance: 1,000,000 shares exercisable at $1.50 per share (subject to a 9.99% beneficial ownership cap).
- Loan Agreement: A $2,000,000 loan at 10% annual interest was executed but subsequently terminated and extinguished upon the execution of the SPA.
- Shares Issued at Closing (April 15, 2026): 1,926,337 Class A Common Shares and 11,502 Series C Convertible Preferred Shares.
Material Changes Versus Prior Period
Significant modifications were made to agreements previously disclosed in a February 2, 2026, 8-K:
- Scope of Investment: The definition of "FFAI Shares" was expanded to include preferred stock, loans, debt instruments, and convertible promissory notes.
- Removal of Provisions: Section 6 (share charge on GKA shares held by Song Wang) was deleted. The "True-Up Issuance" obligation was eliminated entirely.
- Consideration Adjustment: The elimination of the True-Up obligation was exchanged for the issuance of the FFAI Warrant.
- Loan Termination: A $2 million loan agreement entered on April 10 was terminated on April 14, with the principal and accrued interest extinguished as part of the subscription payment.
Outlook, Risks, and Contingencies
Management Commentary and Terms:
- Conversion Mechanics: Series C Preferred Stock is immediately convertible. Holders may elect an "Alternate Conversion" at the lower of the conversion price ($0.26) or a price based on the prior day's closing price (with a floor of $0.13).
- Warrant Exercise Conditions: The warrant is exercisable immediately after the delivery of the 500th FX Super One vehicle to customers. It has a four-year term.
- Ownership Caps: Warrant exercise is restricted if it causes GKA to exceed 9.99% beneficial ownership. Total issuance (Subject Shares + Warrant Shares + Converted Preferred) is capped at 19.99% of FFAI's outstanding Class A Common Stock as of the Purchase Agreement date.
Risks and Contingencies:
- Regulatory Approval: Issuance of Warrant Shares is contingent on FFAI obtaining stockholder approval or a financial viability exception under Nasdaq Rule 5635(d).
- Default Events: The terminated Loan Agreement contained standard default provisions (e.g., bankruptcy, material breach) that would have accelerated debt repayment.
Investor Verification Checklist
- Verify the closing status and share issuance confirmation for the 1,926,337 Common Shares and 11,502 Preferred Shares on April 15, 2026.
- Confirm FFAI's progress toward delivering the 500th FX Super One vehicle, which triggers warrant exercisability.
- Monitor FFAI's stock price relative to the $0.26 conversion price and the $0.13 floor for potential immediate conversion of Preferred Stock.
- Check for any pending stockholder approval or Nasdaq Rule 5635(d) exception filings required for the full exercise of the 1,000,000 warrants.
- Review the full text of the Amended and Restated SPA (Exhibit 10.3) for specific adjustment formulas regarding stock splits or dividends.