LUCID GROUP, INC. Item 1.01. Entry into Material Definitive Agreement.
Indemnification Agreements
On
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, the form of which is included as Exhibit 10.21 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
On
Holders of 21,644 shares of Churchill's Class A common stock sold in its initial
public offering (the "public shares") properly exercised their right to have
such shares redeemed for a full pro rata portion of the trust account holding
the proceeds from Churchill's initial public offering, calculated as of two
business days prior to the consummation of the Merger, or
Immediately prior to the Closing, all of Lucid's preferred shares (the "Lucid
Preferred Shares") then issued and outstanding were converted into Lucid's
common shares, par value
2
At the Effective Time, all share incentive plans or similar equity-based
compensation plans maintained for employees of Lucid were assumed by the Company
and all outstanding options to purchase
At the Effective Time, each Lucid Option became an option to purchase shares of
Common Stock (each, an "Assumed Option"), on the same terms and conditions
(including applicable vesting, exercise and expiration provisions) as applied to
the Lucid Option immediately prior to the Effective Time, except that (i) the
number of shares of Common Stock subject to such Assumed Option equals the
product of (x) the number of
Item 3.02. Unregistered Sales of
At the Closing, the Company consummated the
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
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This summary is qualified in its entirety by reference to the text of the form of Subscription Agreements, which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
On
The audit report of Marcum on Churchill's, the Company's legal predecessor,
balance sheet as of
12
During the period from
During the period from
The Company has provided Marcum with a copy of the foregoing disclosures and has
requested that Marcum furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company set
forth above. A copy of Marcum's letter, dated
(b) Disclosures regarding the new independent auditor.
On
Item 5.01. Changes in Control of Registrant.
The information described in the Proxy Statement/Prospectus in the Section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 122 thereof and the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
After giving effect to the Transactions and the redemption of public shares as
described above, there are currently 1,618,621,534 shares of Common Stock issued
and outstanding. Immediately after giving effect to the Transactions, former
Churchill's public stockholders owned approximately 12.8% of the outstanding
shares of Common Stock, former Lucid's shareholders owned approximately 73.7% of
the outstanding shares of Common Stock (with Ayar owning approximately 62.7% of
the outstanding shares of Common Stock), the Sponsor owned approximately 3.2% of
the outstanding shares of Common Stock and the investors in the
Holders of uncertificated Churchill's public shares immediately prior to the Merger have continued as holders of uncertificated shares of Common Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under Item 1.01 and Item 2.01 of this Current Report on Form 8-K and in the Proxy Statement/Prospectus in the Sections titled "Proposal No. 5-The Director Election Proposal," "Management after the Business Combination," "Executive Compensation," "Director Compensation" and "Certain Relationships and Related Party Transactions" beginning on pages 184, 228, 236, 240 and 301 thereof, respectively, is incorporated by reference herein.
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In addition, the Incentive Plan became effective upon the Closing. The information set forth under Item 2.01 of this Current Report on Form 8-K related to the Incentive Plan is incorporated herein by reference.
Executive Severance Plan
In connection with the Closing, the Company approved the
In the event of a termination without "cause" or on a "constructive termination" within 3 months prior to or 12 months following a change in control (a "Change in Control Termination"), participants are entitled to receive the following: (i) a continuation of base salary and bonus for the number of months as set forth in the participant's Participation Agreement, (ii) COBRA continuation premium payments for the number of months as set forth in the participant's Participation Agreement, and (iii) accelerated vesting of 100% of the participant's outstanding equity awards.
This summary is qualified in its entirety by the copies of the Executive Severance Plan and form of the Participation Agreement, which are filed as Exhibits 10.26 and 10.27, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Director Compensation
In connection with the Closing, the Company approved the Outside Director Compensation Policy as described in the Proxy Statement/Prospectus in the Section entitled "Director Compensation" beginning on page 240 thereof, which information is incorporated herein by reference.
Performance Bonus Plan
In connection with the Closing, the Company approved the
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the close of business on
At the Special Meeting, Churchill's stockholders considered the following proposals:
Proposal No. 1. A proposal to approve the business combination described in the Proxy Statement/Prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement/Prospectus.The following is a tabulation of the votes with respect to this proposal, which was approved by Churchill's stockholders:
For Against Abstain Broker Non-Votes 127,266,945 684,979 2,130,932 N/A
Holders of 21,644 of Churchill's public shares properly exercised their right to
have such shares redeemed for a full pro rata portion of the trust account
holding the proceeds from Churchill's initial public offering, or
Proposal No. 2. A proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation. The following is a tabulation of the votes with respect to this proposal, which was approved by Churchill's stockholders:
For Against Abstain Broker Non-Votes
135,235,022 1,726,180 2,722,465 N/A
Proposal No. 3. A proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the Second Amended and Restated Certificate of Incorporation, presented separately in accordance with the Commission requirements.
3A. A proposal to increase total number of authorized shares of all classes of capital stock from 501,000,000 shares to 15,010,000,000 shares, which would consist of (i) increasing Churchill's Class A common stock from 400,000,000 shares to 15,000,000,000 shares and (ii) and increasing Churchill's preferred stock from 1,000,000 to 10,000,000. The following is a tabulation of the votes with respect to this proposal, which was approved by Churchill's stockholders:
For Against Abstain Broker Non-Votes 111,376,744 14,766,018 3,940,094 N/A
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3B. A proposal to include provisions in the Second Amended and Restated
Certificate of Incorporation that provide that, for so long as
For Against Abstain Broker Non-Votes
120,283,426 5,699,073 4,100,357 N/A
3C. A proposal that each director on Churchill's board of directors will be elected annually by the stockholders and serve for a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was elected. The following is a tabulation of the votes with respect to this proposal, which was approved by Churchill's stockholders:
For Against Abstain Broker Non-Votes 127,024,295 655,821 2,402,739 N/A
Proposal No. 4. A proposal to approve and adopt the Incentive Plan, including the ESPP attached thereto, and the material terms thereof, including the authorization of the initial share reserve thereunder. The following is a tabulation of the votes with respect to this proposal, which was approved by Churchill's stockholders:
For Against Abstain Broker Non-Votes
124,677,388 2,447,278 2,958,190 N/A
Proposal No. 5. A proposal to elect nine directors to serve on Churchill's board of directors, effective immediately upon the Closing, with each director having a term ending on the date of the next annual stockholder meeting, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. The following is a tabulation of the votes with respect to each director elected at the Special Meeting:
Director For Abstain Withhold Broker Non-Votes
Andrew Liveris 127,050,306 - 3,002,550 N/A
Turqi Alnowaiser 126,985,003 - 3,097,853 N/A
Glenn R. August 127,106,818 - 2,976,038 N/A
Nancy Gioia 127,120,269 - 2,962,587 N/A
Frank Lindenberg 127,113,115 - 2,969,741 N/A
Nichelle Maynard-Elliott 127,095,296 - 2,987,560 N/A
Tony Posawatz 127,085,634 - 2,997,222 N/A
Peter Rawlinson 127,211,280 - 2,871,576 N/A
Janet Wong 127,055,661 - 3,027,195 N/A
Proposal No. 6. A proposal to approve, for purposes of complying with the
applicable provisions of Section 312.03 of the NYSE's Listed Company Manual, (a)
the issuance of more than 20% of Churchill's issued and outstanding shares of
common stock in connection with the Transactions, including, without limitation,
the
Item 8.01. Other Events.
Churchill's outstanding units that have not been previously separated into the underlying shares of Churchill's Class A common stock and one-fifth of a Churchill's public warrant were cancelled and each unitholder received one share of Common Stock and one-fifth of a Company's public warrant, provided that no fractional Company warrants were issued upon separation of Churchill's units. Such units no longer trade as a separate security and were delisted from the NYSE. The Company's outstanding warrants are exercisable for shares of Common Stock on the same terms as were contained in such warrants prior to the Transactions.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with Rule 12b-23 promulgated under the Exchange Act ("Rule
12b-23"), Lucid's audited consolidated balance sheets as of
In accordance with Rule 12b-23, Lucid's unaudited condensed consolidated balance
sheet as of
In accordance with Rule 12b-23, Churchill's audited balance sheet as of
In accordance with Rule 12b-23, Churchill's unaudited condensed consolidated
balance sheet as of
(b) Pro Forma Financial Information.
In accordance with Rule 12b-23, certain unaudited pro forma condensed combined financial information regarding the Company to reflect the consummation of the Transactions appears in Exhibit 99.1 and is incorporated herein by reference.
17 (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 22, 2021 , by and amongChurchill Capital Corp IV ,Air Merger Sub, Inc. , andAtieva, Inc. (incorporated by reference to Exhibit 2.1 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 3.1* Second Amended and Restated Certificate of Incorporation 3.2* Amended and Restated Bylaws 4.1* Specimen Class A Common Stock Certificate ofLucid Group, Inc. 4.2 Specimen Warrant Certificate (included in Exhibit 4.3) 4.3 Warrant Agreement, datedJuly 29, 2020 , between Continental StockTransfer & Trust Company andChurchill Capital Corp IV (incorporated by reference to Exhibit 4.1 toChurchill Capital Corp IV's Current Report on Form 8-K filedAugust 3, 2020 ) 10.1 Investor Rights Agreement, dated as ofFebruary 22, 2021 , by and amongChurchill Capital Corp IV ,Ayar Third Investment Company ,Churchill Sponsor IV LLC and the other parties named therein (incorporated by reference to Exhibit 10.1 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 10.2 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 10.3 Private Placement Warrant Purchase Agreement, dated as ofJuly 29, 2020 , betweenChurchill Capital Corp IV and the Sponsor (incorporated by reference to Exhibit 10.4 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 10.4 Amended and Restated Sponsor Agreement, dated as ofFebruary 22, 2021 , by and amongChurchill Capital Corp IV ,Churchill Sponsor IV LLC , andMichael Klein ,Lee Jay Taragin ,Glenn R. August ,William J. Bynum ,Bonnie Jonas ,Mark Klein ,Malcom S. McDermid andKaren G. Mills (incorporated by reference to Exhibit 10.3 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 10.5 Promissory Note, dated as ofFebruary 22, 2021 , by and betweenChurchill Capital Corp IV andChurchill Sponsor IV LLC (incorporated by reference to Exhibit 10.4 toChurchill Capital Corp IV's Current Report on Form 8-K filedFebruary 22, 2021 ) 10.6^Lucid Group, Inc. 2021 Stock Incentive Plan (including the LucidGroup, Inc. 2021 Employee Stock Purchase Plan, attached thereto) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4, as amended (File No. 333-254543), filedJune 11, 2021 ("Amendment No. 2 to the Registration Statement") 10.7^ Form of Option Agreement under theLucid Group, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Registration Statement) 10.8^ Form of RSU Agreement under theLucid Group, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Registration Statement) 10.9^Atieva, Inc. 2009 Share Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Registration Statement) 10.10^ Form of Amended and Restated Notice of Share Option Grant under theAtieva, Inc. 2009 Share Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement) 10.11^Atieva, Inc. 2014 Share Plan, as amendedJanuary 11, 2021 (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement) 10.12^ Form of Amended and Restated Notice of Share Option Grant under theAtieva, Inc. 2014 Share Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Registration Statement) 10.13^Atieva, Inc. 2021 Stock Incentive Plan, as amendedFebruary 22, 2021 (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement) . . .
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