Key Highlights

● The company signed a non-binding term sheet to acquire its majority stockholder's robotics Business for about US$200 million in stock.

● The per-share price is set at the lower of US$2.246 or a five-trading-day average Nasdaq closing price.

● A special committee and the board approved the term sheet on September 28, 2026, and stockholder approval is still expected.

● The company is now FF EAI Robotics Ecosystem, and its Nasdaq symbol changed from AIXC to FFR on September 30.

FF EAI Robotics Ecosystem Inc. (NASDAQ:FFR), formerly AIxCrypto Holdings, Inc. (AIXC), made two Form 8-K filings on September 29, 2026. One reports that the company signed a non-binding term sheet with its majority stockholder, Faraday Future Intelligent Electric Inc. (NASDAQ:FFAI), to acquire FFAI's robotics business for about US$200 million, paid in common stock and non-voting convertible preferred stock. The other reports the company's name change to FF EAI Robotics Ecosystem Inc. and a Nasdaq ticker change from AIXC to FFR, both effective September 30, 2026, and furnishes an investor presentation.

The Non-Binding Term Sheet

The first filing, under Item 8.01 (Other Events), describes a term sheet for the Acquisition of all outstanding Equity interests in the Parent Company of FFAI's robotics business, excluding outstanding options. The consideration is approximately US$200 million, to be paid by issuing shares of the company's common stock and non-voting convertible preferred stock to the seller. The per-share price is set at the lower of US$2.246 or the average Nasdaq Official Closing Price for the five trading days before the definitive agreement is signed. The filing also contemplates a special Stock Dividend if the per-share price falls below US$2.246.

Other terms include an 18-month lock-up on the seller's shares, with exceptions for financing, resale registration rights after the 12-month anniversary, and two-year non-competition and non-solicitation covenants. The filing states that, except for the confidentiality, non-binding effect and miscellaneous provisions in Sections 7, 8 and 9 of the term sheet, the term sheet is non-binding. That means neither side is obliged to complete the acquisition on these terms, and the parties may not enter into definitive agreements or may change the terms.

Governance and Related-Party Issues

Because FFAI is the company's majority stockholder, the deal is a transaction with a controlling holder, and the filing identifies a resulting conflict-of-interest risk. A special committee of independent directors, Chen Shi and Jason E. Dodier, was formed to evaluate the transaction. According to the filing, the committee unanimously approved execution of the term sheet on September 28, 2026, and the board approved it the same day. The transaction is expected to require fairness opinions, stockholder approval and compliance with Nasdaq requirements.

Name and Ticker Change

The second filing, under Items 5.03, 7.01 and 9.01, reports that the company amended its certificate of incorporation to change its name from AIxCrypto Holdings, Inc. to FF EAI Robotics Ecosystem Inc., effective at 12:01 a.m. Eastern time on September 30, 2026. The board approved the amendment, along with a bylaws amendment, by unanimous written consent on September 23, 2026, and the filing states that no stockholder vote was required under Section 242 of the Delaware General Corporation Law. The common stock is to trade on The Nasdaq Capital Market under the symbol FFR at market open on September 30, 2026.

Under Item 7.01, the company furnished an investor presentation dated September 2026 that addresses its strategy, its transition to robotics and the proposed FFAI acquisition. The filing notes that projections in it were prepared by FFAI management, and that the company has not independently verified them or adopted them as guidance. Jiawei Wang, Chief Executive Officer and a director, signed the filing on September 29, 2026.

Steps Between Term Sheet and Definitive Agreement

The new name and FFR symbol take effect on September 30, 2026. On the acquisition, the term sheet is only a first step. The company said the parties may not reach definitive agreements, and any agreement would be expected to be disclosed in a further Form 8-K, with details of the final terms. Approvals to look for include fairness opinions, the special committee's and board's decisions on a definitive agreement, a stockholder vote and Nasdaq compliance. The filings do not give a timetable for any of these steps.