Item 8.01 Other Events.
On July 9, 2021, Churchill Capital Corp IV ("CCIV") and Atieva, Inc. d/b/a Lucid
Motors ("Lucid") issued a joint press release, which is attached as Exhibit 99.1
and incorporated by reference herein.
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 included a definitive proxy statement 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. CCIV mailed a
definitive proxy statement and has mailed or will mail 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 definitive proxy statement/prospectus and any amendments thereto 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 important information about CCIV,
Lucid and the proposed transactions. Shareholders may also obtain a copy of the
definitive proxy statement 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 is included in the proxy
statement/prospectus. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully 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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