The eleventh-hour investment that saved Faraday Future from running out of cash at the end of 2017 came at a steep price. While CEO and founder Jia Yueting has secured enough cash to keep his electric car efforts alive, The Verge has learned that Faraday Future’s fate now lies in the hands of a twisting series of offshore holding companies that trace back to Hong Kong and mainland China. And the entity at the top of this new structure now holds Faraday Future’s cards — including the company’s intellectual property.
The complete terms of the agreement in place have not been disclosed, though it’s now being reported that the total investment is close to $2 billion. New shareholder agreements sent to former employees, seen by The Verge, show that Class A shareholders now own non-voting stock in a new Cayman Islands company called “Smart King Ltd,” which now sits over all of Faraday Future’s subsidiaries in the new corporate structure. Smart King is a subsidiary of a British Virgin Islands company called Season Smart Limited.
Season Smart Limited has taken the place of Faraday Future as the assignee on the car company’s patents and trademarks in the United States. It is listed as the only secured party, or lessee, in a security agreement with Faraday Future that was signed last year as part of the investment deal. It is also listed as the secured party for at least six of Faraday Future’s various subsidiaries on financing statements registered with the California secretary of state, which cover “all of [each subsidiary’s] assets now owned or hereafter acquired and all proceeds thereof.”
Those documents, obtained by The Verge, help sketch out how much power this offshore company now has over the things owned and controlled by Faraday Future and its subsidiaries. The IP, the company’s headquarters in Gardena, California, the assets inside it — all of this has effectively been used as collateral to secure the investment.
If Faraday Future misses any one of a number of strict conditions laid out in the security agreement — including one that says the company has to pay off outstanding debts, something it has been doing with the $550 million it has received so far — then Season Smart Limited can act on these interests. A representative for Faraday Future declined to comment.
Agreements like this aren’t atypical, especially for a company that was backed against a wall like Faraday Future. But on top of all this, Season Smart Limited also now owns a 45 percent stake in the startup, according to the Financial Times, citing Chinese outlet Caixin Global. And 95 percent of the equity in one of Faraday Future’s Chinese affiliates, according to documents seen by The Verge.
So what is Season Smart Limited?
The person who signed for Season Smart Limited in the security agreement is Chiu Tao, the chairman of a company from Hong Kong called CST Group Limited. Another member of CST’s board is also in control of Season Smart Limited, according to Caixin Global. And a third CST employee is listed as a contact in the Chinese-language version of the equity pledge agreement.
People involved in the investment have ties to a Canadian coal company and “the Donald Trump of China”
CST deals in many things, from money lending to logistics and mining operations. Its most recent big-ticket purchase is an ailing Canadian coal company. While CST is publicly listed in Hong Kong, it has not reported any investment into Season Smart Limited (or Faraday Future) to its own investors, according to the documents published to its own investor portal. But one of its subsidiaries has disclosed a number of multimillion-dollar payments to an unnamed company in the British Virgin Islands over the last six months. This subsidiary, CST, and Season Smart Limited all share the same Hong Kong address, according to various documents obtained by The Verge.
Faraday Future has long talked about producing vehicles in China, and a “product cycle plan” from mid-2017 obtained by The Verge shows that the company planned to make 10,000 cars in China in 2019. But those plans remained on the horizon as it struggled to get its US operations up and running, thanks to a stalled factory effort in Nevada and multiple executive and employee departures. Flush with new cash from this investment group, though, the company is again turning its sights to China after recently starting work on the factory it leased in Hanford, California.
A new company called Ruichi Smart Car was established in February in Guangzhou and was used to secure a 99-acre plot of land where the factory will be built for nearly $60 million. This company is an affiliate of Faraday Future’s, according to its incorporation documents. The news was first reported by multiple Chinese news outlets but has since been confirmed by an internal Faraday Future email obtained by The Verge. “This land will house the future production site for FF in China, and represents a great win for our dual home-market strategy,” the email reads.
CST’s Chiu reportedly has close relationships with some of China’s richest real estate magnates, including one man who a number of Chinese media reports have claimed orchestrated the investment into Faraday Future: Hui Ka Yan, the chairman of Evergrande Group, one of the country’s biggest real estate companies. Evergrande has made Hui a fortune; as of March he was the second richest man in China, and he was its richest as recently as late last year. The aggressive path he took to accumulate that wealth involved saddling Evergrande with massive amounts of debt, causing some to call him the “Donald Trump of China.” CST has financial stakes in various companies within the Evergrande Group.
A person close to the investment tells The Verge that Hui was involved in the deal (though they didn’t clarify to what level) so that he could gain access to high-value, government-controlled land in Evergrande’s hometown of Guangzhou City. The plot that Faraday Future purchased (via Ruichi) was available as part of a program being run by the local government to attract an EV manufacturer, and it required approval from the National Development and Reform Commission, the Chinese government’s economic development arm. Securing this plot could open access to others controlled by the government, this person said. And expanding the amount of land owned by your company is currently one of the best ways to raise its value in China.
Faraday Future’s new backing means the startup has more financial leeway than at any point during its tumultuous 2017. But that breathing room has apparently required a sort of all-in bet. The result of that bet is that Faraday Future, a company that launched as a California-based Tesla competitor, is more intertwined with China than ever before.
For now, Jia remains the company’s CEO. He has lived in the US since last summer, when he left China amidst a massive financial crisis at LeEco, the ambitious tech conglomerate he founded in 2011. He has since been named to a national debtor blacklist in China and refusing an order from regulators to return to the country late last year. And he has watched a number of his assets there get seized — bank deposits, property, shares — as LeEco continues to writhe even after receiving its own $2 billion investment from another real estate magnate, Sun Hongbin.
During a February event at the company’s headquarters, Jia told a room full of suppliers that he is “100% focused on running the day-to-day operations” at Faraday Future. Exactly how much control he authors from here on out, though, is unclear. He was already no longer the majority shareholder before the investment was brokered, according to multiple people familiar with the company’s finances. The deal likely only dilutes what power he had left.
At that supplier event, Jia spoke about how the investment will help Faraday Future reach its goal of completing the first production vehicles by the end of this year. He also admitted that he made “fatal mistakes” that led to LeEco’s troubles. But he still made the case that he’s the man for the job.
“Not everyone believes we can achieve this vision,” he said. “But to make a miracle you have to be a little crazy.”