Item 7.01 Regulation FD Disclosure.
On May 5, 2021, Atieva, Inc. d/b/a Lucid Motors ("Lucid") issued a press
release, which is attached as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of Churchill Capital Corp IV ("CCIV") under the
Securities Act of 1933, as amended or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report will not be
deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibit 99.1.
Additional Information About the Proposed Transactions and Where to Find It
The proposed business combination between Lucid and CCIV and the related PIPE
investment (together, the "proposed transactions") will be submitted to
shareholders of CCIV for their consideration. CCIV has filed a registration
statement on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") which will include preliminary and definitive
proxy statements to be distributed to CCIV's shareholders in connection with
CCIV's solicitation for proxies for the vote by CCIV's shareholders in
connection with the proposed transactions and other matters as described in the
Registration Statement, as well as the prospectus relating to the offer of the
securities to be issued to Lucid's shareholders in connection with the
completion of the proposed business combination. After the Registration
Statement has been declared effective, CCIV will mail a definitive proxy
statement and other relevant documents to its stockholders as of the record date
established for voting on the proposed transactions. CCIV's stockholders and
other interested persons are advised to read the preliminary proxy
statement/prospectus and any amendments thereto and, once available, the
definitive proxy statement/prospectus, in connection with CCIV's solicitation of
proxies for its special meeting of shareholders to be held to approve, among
other things, the proposed transactions, because these documents contain or will
contain important information about CCIV, Lucid and the proposed transactions.
Shareholders may also obtain a copy of the preliminary or definitive proxy
statement, once available, as well as other documents filed with the SEC
regarding the proposed transactions and other documents filed with the SEC by
CCIV, without charge, at the SEC's website located at www.sec.gov or by
directing a request to CCIV.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
CCIV, Lucid and certain of their respective directors, executive officers and
other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from CCIV's shareholders in
connection with the proposed transactions. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of CCIV's
shareholders in connection with the proposed transactions is set forth in CCIV's
proxy statement/prospectus included in the Registration Statement. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Trademarks
This communication contains trademarks, service marks, trade names and
copyrights of Lucid, CCIV and other companies, which are the property of their
respective owners.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target," "continue," "could," "may,"
"might," "possible," "potential," "predict" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding expectations and timing related to commercial
product launches, including the start of production and launch of the Lucid Air
and any future products, the performance, range and other features of the Lucid
Air, future manufacturing capabilities and facilities, the potential success of
Lucid's go-to-market strategy and expectations related to the terms and timing
of the proposed transactions, including the timing of Lucid's planned public
listing. These statements are based on various assumptions, whether or not
identified in this communication, and on the current expectations of Lucid's and
CCIV's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Lucid and CCIV. These forward-looking statements are
subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
transactions, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed
transactions or that the approval of the shareholders of CCIV or Lucid is not
obtained; the outcome of any legal proceedings that have been or may be
instituted against Lucid or CCIV following announcement of the proposed
transactions; failure to realize the anticipated benefits of the proposed
transactions; risks related to the timing of expected business milestones and
commercial launch, including Lucid's ability to mass produce the Lucid Air and
complete the tooling of its manufacturing facility; risks related to the
expansion of Lucid's manufacturing facility and the increase of Lucid's
production capacity; risks related to future market adoption of Lucid's
offerings; the effects of competition and the pace and depth of electric vehicle
adoption generally on Lucid's future business; changes in regulatory
requirements, governmental incentives and fuel and energy prices; Lucid's
ability to rapidly innovate; Lucid's ability to deliver Environmental Protection
Agency ("EPA") estimated driving ranges that match or exceed its pre-production
projected driving ranges; future changes to vehicle specifications which may
impact performance, pricing, and other expectations; Lucid's ability to enter
into or maintain partnerships with original equipment manufacturers, vendors and
technology providers; Lucid's ability to effectively manage its growth and
recruit and retain key employees, including its chief executive officer and
executive team; Lucid's ability to establish its brand and capture additional
market share, and the risks associated with negative press or reputational harm;
Lucid's ability to manage expenses; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; and the
impact of the global COVID-19 pandemic on Lucid, CCIV, the combined company's
projected results of operations, financial performance or other financial
metrics, or on any of the foregoing risks; and those factors discussed under the
heading "Risk Factors" in the Registration Statement and CCIV's Annual Report on
Form 10-K for the year ended December 31, 2020, as well as other documents of
CCIV filed, or to be filed, with the SEC. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that neither Lucid nor CCIV presently know or that Lucid and CCIV
currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Lucid's and CCIV's expectations, plans or
forecasts of future events and views as of the date of this communication. Lucid
and CCIV anticipate that subsequent events and developments will cause Lucid's
and CCIV's assessments to change. However, while Lucid and CCIV may elect to
update these forward-looking statements at some point in the future, Lucid and
CCIV specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Lucid's and CCIV's
assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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