false 0001460702 0001460702 2026-09-28 2026-09-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2026 (September 25, 2026) AIxCrypto Holdings,
Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37428 26-3474527 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1990 E. Grand Ave. El Segundo , California 90245 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area
Code: (310) 853-1683 (Former name or former address, if changed since last
report) Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 AIXC The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01. Other Events. Entry into a Non-Binding Term Sheet regarding
Acquisition of Robotics Business On September 25, 2026, the Company entered
into a non-binding term sheet (the “Term Sheet”) with Faraday Future Intelligent Electric Inc. (“FFAI” or the
“Seller”), the Company’s majority stockholder, concerning the proposed acquisition by the Company, directly or through
one or more designated affiliates or subsidiaries, of all outstanding equity interests of the parent company of the existing entity operating
FFAI’s robotics business (such parent company, “RobotCo,” and such business, the “Robotics Business”),
excluding outstanding options to purchase equity in RobotCo (the “Outstanding Options”), from the Seller (the “Proposed
Transaction”). At the closing of the Proposed Transaction (the “Closing”), (i) the Company, directly or through one
or more affiliates or subsidiaries, would acquire all outstanding equity interests of RobotCo, excluding the Outstanding Options, from
FFAI, free and clear of all liens, claims and encumbrances, through stock purchase, reverse subsidiary merger or other form as mutually
agreed by the Company and FFAI, and (ii) all Outstanding Options would be assumed and converted into the right to purchase equity in
the Company. The parties currently expect to effect the Proposed Transaction as a two-step transaction, in which the Company would acquire
RobotCo and then merge RobotCo with and into a newly formed subsidiary of the Company in a forward merger. Special Committee Review Due to the related party nature of the Proposed Transaction
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 and empowered
and delegated the full power and authority of the Board to (i) review, evaluate, investigate and negotiate terms and conditions of the
Proposed Transaction, (ii) determine whether the Proposed Transaction is advisable and in the best interests of the Company and its stockholders
other than FFAI and its affiliates, (iii) reject the Proposed Transaction and determine not to pursue the Proposed Transaction or any
alternative thereto, (iv) recommend to the Board what action, if any, should be taken by the Company with respect to the Proposed Transaction,
and (v) take such other actions as the Special Committee deems necessary or appropriate in connection with the foregoing. The Board will
not approve, authorize, recommend or cause the Company to enter into the Proposed Transaction or submit the Proposed Transaction to the
stockholders of the Company without the prior favorable recommendation of the Special Committee. On September 28, 2026, the Special Committee unanimously
approved the execution of the Term Sheet and recommended the same to the Board. On the same day, acting upon the recommendation of the
Special Committee, the Board unanimously approved the execution of the Term Sheet. The Special Committee’s approval of the Term
Sheet does not constitute approval of the Proposed Transaction or any Definitive Agreement. The Proposed Transaction or any Definitive
Agreement remains 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, including receipt of a fairness opinion satisfactory to it, and approval
by the Board acting upon the recommendation of the Special Committee. Internal Restructuring The Term Sheet contemplates that before execution
of a definitive acquisition agreement for the Proposed Transaction (the “Definitive Agreement”), the Seller and RobotCo would
complete an internal restructuring under which the Robotics Business and the assets, intellectual property, data, contracts, employees
and liabilities related to the Robotics Business would be contributed to RobotCo. The Seller and RobotCo would also promptly prepare PCAOB-audited
financial statements relating to the Robotics Business. Proposed Consideration and Related Arrangements Subject to completion of due diligence, negotiation
of the Definitive Agreement and required internal corporate approvals of the Proposed Transaction by the Company and FFAI (including approvals
of the Special Committee and special committee of FFAI, and receipt of fairness opinions satisfactory to the Special Committee and the
special committee of FFAI, respectively), the aggregate purchase price for all outstanding equity interests of RobotCo is expected to
be US$200 million. The purchase price would be paid through the issuance to the Seller of 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”), subject to the number of authorized shares of Preferred Stock available under the Company’s certificate
of incorporation. The Company would not issue Common Stock or Preferred
Stock in excess of the maximum amount that may be issued without stockholder approval under the Company’s certificate of incorporation
and applicable Nasdaq Listing Rules. The Preferred Stock would have no discount, interest, preferential dividend, redemption right or
other special economic rights. It would be subject to an absolute blocker that would prohibit conversion into Common Stock and the exercise
of voting rights arising from such conversion unless and until the Company obtains the requisite stockholder approval. Any issuance of
consideration securities or conversion of Preferred Stock that would require stockholder approval under applicable Nasdaq Listing Rules,
including Rules 5635(a)(1) and (a)(2) governing the size and related-party nature of the acquisition, would be subject to receipt of stockholder
approval. Subject to completion of due diligence, negotiation
of the Definitive Agreement and required internal corporate approvals of the Proposed Transaction by the Company and FFAI (including approvals
of the Special Committee and special committee of FFAI, and receipt of fairness opinions satisfactory to the Special Committee and the
special committee of FFAI, respectively), the price per share of the Common Stock and the Preferred Stock is expected to be the lower
of (i) US$2.246 and (ii) the average Nasdaq Official Closing Price for the five trading days immediately preceding the signing of the
Definitive Agreement (the “Per Share Price”). For illustrative purposes only, based on the share
price of the Company of US$2.246, the pre-Closing equity valuation of the Company on an as-converted basis is expected to be approximately
US$54.87 million (=US$2.246/share * 24,428,874 shares on a fully diluted basis) (the “Company Valuation”). If the Per Share
Price is less than US$2.24, the Company plans to declare a one-time special stock dividend (the “Special Stock Dividend”)
on the Common Stock and the Preferred Stock issued and outstanding as of a record date prior to the Closing. The Special Stock Dividend
is payable conditional upon and subject to the Closing. The number of shares of Common Stock that will be issued to each outstanding share
of the Common Stock and the Preferred Stock pursuant to the Special Stock Dividend is expected to be the result of (i) US$2.246 minus
the Per Share Price, then divided by (ii) the Per Share Price. Any declaration of the Special Stock Dividend is subject to further tax
analysis and review and would require determination of the final Per Share Price, determination of record date, approval by the Board
after receiving recommendation of the Special Committee and satisfaction of applicable legal and regulatory requirements. There can be
no assurance that it will be declared or paid . At the Closing, FFAI would enter into an 18-month
lock-up agreement covering the equity securities received in the Proposed Transaction, subject to (i) an exception for the pledge as collateral
in bona fide financing transactions with any transferee or foreclosing party being bound by the lock-up for the remaining lock-up period,
and (ii) other customary exceptions. After the twelve-month anniversary of the Closing, FFAI would have the right to request a resale
registration statement for the Common Stock received in the Proposed Transaction, including shares issued or issuable upon conversion
of the Preferred Stock, with the Company to use commercially reasonable efforts to cause it to become effective no later than the end
of the 18-month lock-up period. At the signing of the definitive agreements, the Company
and FFAI or another entity designated by FFAI would enter into an investor rights agreement setting forth the parties’ agreed governance
arrangements, including any rights of the Seller to nominate one or more members of the Board and any other agreed voting arrangements. The Term Sheet also contemplates two-year noncompetition
and nonsolicitation covenants applicable to FFAI and its affiliates, subject to specified exceptions for non-robotics electric vehicle
and automotive businesses, related software and services and aftermarket activities. Closing Conditions and Concurrent Financing The Company’s obligation to consummate the Proposed
Transaction would be subject to customary conditions, including completion of the internal restructuring to the extent not completed before
execution of the Definitive Agreement; receipt of all required internal corporate approvals by the Company (including approval by the
Special Committee), FFAI and RobotCo; execution of the Definitive Agreement and material ancillary agreements; satisfaction of applicable
Nasdaq requirements and receipt of required regulatory and third-party approvals; absence of a material adverse change in the Robotics
Business; no material litigation or proceeding to challenge, restrain or otherwise interfere with the Proposed Transaction; satisfactory
arrangements with agreed key employees; and accuracy of representations and warranties with respect to FFAI, RobotCo and its subsidiaries
and compliance with applicable covenants. Non-Binding Effect Except for the confidentiality, non-binding effect
and miscellaneous provisions contained in Sections 7, 8 and 9 of the Term Sheet, the Term Sheet is non-binding and does not obligate either
party to negotiate or execute the Definitive Agreement or to consummate the Proposed Transaction. The foregoing description of the Term Sheet does not
purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference. On September 28, 2026, the Company issued a press
release announcing its entry into the Term Sheet. The full text of the press release is filed as Exhibit 99.2 to this Current Report on
Form 8-K and incorporated herein by reference. Name and Trading Symbol Changes The same press release also announced that the
Company intends to change its corporate name from “AIxCrypto Holdings, Inc.” to “FF EAI Robotics Ecosystem Inc.”
(the “Name Change”) and that, in connection with the Name Change, the trading symbol for the Company’s common stock
on The Nasdaq Capital Market will change from “AIXC” to “FFR,” effective at market open on September 30, 2026
(the “Symbol Change”). The Company’s common stock will continue to trade under the symbol “AIXC” until
that time. No action is required by stockholders in connection with the Name Change or the Symbol Change. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Proposed Transaction; its
proposed structure, valuation and consideration price; the indicative Company Valuation; the Special Stock Dividend; the internal restructuring;
the negotiation and execution of the Definitive Agreement and other ancillary agreements; required corporate, Nasdaq, regulatory and
third-party approvals; the Concurrent PIPE; and the anticipated timing and effectiveness of the Name Change and Symbol Change. Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially. These risks and uncertainties include, among others,
the possibility that the parties may not enter into the Definitive Agreement or may change the terms or structure of the Proposed Transaction;
the possibility that the Special Committee or the Board may not approve or proceed with the Proposed Transaction; conflicts of interest
arising from FFAI’s status as the Company’s majority stockholder; the inability to complete the internal restructuring or
required financial statements on the anticipated terms or timing; failure to obtain required corporate, Nasdaq, regulatory or third-party
approvals; failure to satisfy closing conditions; the inability to complete the Concurrent PIPE; disruption to the Company’s or
the Robotics Business’s operations from the announcement or pendency of the Proposed Transaction; the costs of the Proposed Transaction;
integration risks; dilution resulting from the proposed equity consideration; the Company’s liquidity and need for additional capital;
and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading
“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings.
Forward-looking statements speak only as of the date of this report. Except as required by law, the Company undertakes no obligation
to update them. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed or furnished with this Current
Report on Form 8-K: Exhibit Number Exhibit Description 99.1 Term Sheet, dated as of September 28, 2026, by and between AIxCrypto Holdings, Inc. and Faraday Future Intelligent Electric Inc. 99.2 Press release, dated as of September 28, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIxCrypto Holdings, Inc. Date: September 28, 2026 By: /s/ Jiawei Wang Jiawei Wang Chief Executive Officer and Director (Principal Executive Officer)

AIxCrypto Holdings entered into a non-binding term sheet on September 25, 2026 to acquire RobotCo, the parent company of Faraday Future's robotics business, from majority stockholder Faraday Future Intelligent Electric Inc. This strategic acquisition aims to enhance AIxCrypto's portfolio with advanced robotics technology, though the deal remains preliminary and subject to unnamed closing conditions.

On September 25, 2026, AIxCrypto Holdings, Inc. entered into a non-binding term sheet with Faraday Future Intelligent Electric Inc. concerning the proposed acquisition of all outstanding equity interests of RobotCo, the parent company of Faraday Future's robotics business. This strategic move could significantly enhance AIxCrypto's portfolio by integrating advanced robotics technology. The transaction excludes outstanding options to purchase equity in RobotCo, indicating a focused approach on equity acquisition. The closing is contingent on various unnamed conditions, emphasizing the preliminary nature of the agreement.

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