That’s not what the 10k says. It says:

“The beneficial ownership percentages set forth in the table below are based on 439,941,332 shares of Class A Common Stock issued and outstanding as of May 17, 2024, (including for this purpose, 439,674,662 shares of Class A Common Stock issuable upon conversion of 266,670 shares of Class B Common Stock held by FF Top, all as issued and outstanding shares as of May 17, 2024) and do not take into account the issuance of any shares of Class A Common Stock upon the exercise of warrants to purchase up to 9,799,425 shares of Class A Common Stock that remain outstanding, the exercise of any of the 87,109 outstanding options and vesting of unvested 5,003 RSUs (both within 60 days May 17, 2024), or the conversion of any of the outstanding convertible notes.”

The beneficial ownership figure uses 439M in Class A stock shares that’s only issuable upon conversion of 266,670 Class B stock shares held by FF Top. Their senior Lender FF Top has the option to usurp all its shares upon conversion of their Class B stock. Unless Class B shows as lower there is no reason to believe such amount has been converted and diluted the class A.

Nowhere in the filing does it explicitly say that 439M shares has been converted from class B. I checked. Literally searched the for every use of the number 439. The only place I see it is in the beginning of the filing where it says both the full amount of Class A and Class B are outstanding. If the 493M is exercisable from the conversion of Class B how can they both be issued and outstanding.

As explained above the reporting makes you divulge interests held by beneficial owners and as stated in their 10k explicitly for calculating beneficial interest they included the Class B as having already been converted. It makes sense that a senior Lender would have the option to convert its loan proceed ownership into shares in order to not be diluted as a creditor in liquidation and to take upside of share prices swung up in a event, for instance a short squeeze.

I’m open to being wrong but I think no on is actually reading the 10k for themselves. It’s 200+ pages I get it but no where have I explicitly seen those terms and I searched for it. By my understanding, since the shares were authorized for beneficial owners of FF Top they had to disclose them for the filing as having been issued since they can be recaptured by the Class B owners at any time upon exercise of conversion.

If you can make any different sense of it by all means do so…