Item 8.01Other Events

Private Offering of Convertible Senior Notes

On December 8, 2021, Lucid Group, Inc. (the "Company") distributed a confidential preliminary offering memorandum dated December 8, 2021 relating to a proposed private offering (the "Private Offering") of Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.



On December 8, 2021, the Company issued a press release relating to the Private
Offering. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Neither this Current Report on Form 8-K nor the press release constitutes an
offer to sell, or the solicitation of an offer to buy, any securities.

Recast of Historical Financial Statements


The Company is filing the attached Exhibit 99.2 and Exhibit 99.3 to recast its
financial statements for the years ended December 31, 2020 and 2019 and related
disclosures to retrospectively reflect the effects of the reverse
recapitalization that occurred in connection with the Merger, as further
described below. Exhibits 99.2 and 99.3 are incorporated by reference into this
Item 8.01. The Company provided the information in Exhibit 99.2 and Exhibit 99.3
to investors in connection with the Private Offering described above.

As previously disclosed, on July 23, 2021 (the "Closing Date"), the Company
(f/k/a Churchill Capital Corp IV), consummated the previously announced merger
transactions (collectively, the "Merger") pursuant to that certain Agreement and
Plan of Merger, dated February 22, 2021, by and among the Company (at such time
named Churchill Capital Corp IV), Air Merger Sub, Inc. ("Merger Sub"), a direct,
wholly owned subsidiary of the Company, and Atieva, Inc. ("Legacy Lucid").

The Merger was accounted for as a reverse recapitalization in accordance with
U.S. generally accepted accounting principles. Under this method of accounting,
Churchill Capital Corp IV was treated as the "acquired" company for financial
reporting purposes. The financial statements of the combined entity upon
consummation of the Merger represented a continuation of the financial
statements of Lucid with the Merger being treated as the equivalent of Lucid
issuing stock for the net assets of Churchill Capital Corp IV, accompanied by a
recapitalization. The net assets of Churchill Capital Corp IV are stated at
historical cost, with no goodwill or other intangible assets recorded.
Operations prior to the Merger are presented as those of Legacy Lucid in future
reports of the combined entity. All periods prior to the Merger have been
retroactively adjusted using the exchange ratio in the Merger of approximately
2.644 for the equivalent number of shares outstanding immediately after the
Merger to effect the reverse recapitalization.

Included herein as Exhibit 99.3 are the audited consolidated financial
statements of the Company as of December 31, 2020 and 2019, and for each of the
two years in the period ended December 31, 2020. These financial statements
update the audited consolidated financial statements of Legacy Lucid included in
Item 2.01 and Item 9.01 of the Company's Current Report on Form 8-K filed with
the SEC on July 26, 2021, (the "Super 8-K") and in the Company's proxy
statement/prospectus dated June 11, 2021 (the "Proxy Statement") to reflect the
effects of the reverse recapitalization. Also included herein as Exhibit 99.2 is
Management's Discussion and Analysis of Financial Condition and Results of
Operations, which relates to the audited consolidated financial statements, and
updates Management's Discussion and Analysis of Financial Condition and Results
of Operations included in Item 2.01 of the Super 8-K and in the Proxy Statement.


Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.



Exhibit Number    Description
23.1                Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
99.1                Press Release dated December 8, 2021
99.2                Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3                Audited Consolidated Financial Statements of Lucid 

Group, Inc. for the Years Ended December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 104

               Cover Page Interactive Data File (embedded within the 

Inline XBRL document)

© Edgar Online, source Glimpses