Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 2, 2023, the Board of Directors (the "Board") of Lucid Group, Inc. (the "Company") approved and adopted amended and restated by-laws (the "Second Amended and Restated Bylaws") of the Company to: (i) reflect recent amendments to, and align certain provisions with, the Delaware General Corporation Law; (ii) implement procedural and disclosure requirements for director nominees and stockholders proposing director nominees and other business for consideration at the Company's annual or special meetings of stockholders, including to address the U.S. Securities and Exchange Commission's recently adopted "universal proxy card" rules; and (iii) make technical and conforming revisions and clarifications. Among other updates, the Second Amended and Restated Bylaws:

· Add a requirement that any stockholder submitting a director nomination notice


   make a representation as to whether such stockholder intends to comply with
   Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the
   "Exchange Act"), and a requirement that a stockholder submitting a director
   nomination notice deliver reasonable evidence that it has complied with the
   requirements of Rule 14a-19 of the Exchange Act;

· Add a requirement that the Board or an executive officer of the Company


   determine whether a stockholder submitting a director nomination has complied
   with the applicable notice requirements of the Second Amended and Restated
   Bylaws;

· Require that a stockholder directly or indirectly soliciting proxies from other


   stockholder use a proxy card color other than white;

· Incorporate changes to conform to the Company's proposed amended and restated


   certificate of incorporation, included as Annex B to the Company's preliminary
   proxy statement on Schedule 14A filed on March 3, 2023; and

· Remove certain outdated and inapplicable restrictions on transfer of the


   Company's securities.

Notwithstanding the foregoing and consistent with the Company's prior bylaws, as long as the Investor Rights Agreement, dated as of February 22, 2021 and as amended on November 8, 2022, by and among the Company, Churchill Sponsor IV LLC, Ayar Third Investment Company ("Ayar") and certain other parties thereto (the "Investor Rights Agreement"), remains in effect with respect to Ayar, Ayar shall not be subject to the notice procedures set forth in Section 2.09 of the Second Amended and Restated Bylaws with respect to any annual or special meeting of stockholders in respect of any matters that are contemplated by the Investor Rights Agreement.

The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto.

Item 9.01 - Financial Statements and Exhibits





(d) Exhibits



Exhibit
Number    Description
  3.2       Second Amended and Restated Bylaws of the Company
104       Cover Page Interactive Data File (embedded within the inline XBRL document)

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