Lucid Group, Inc S-3ASR, filed Oct 16, 2024

Lucid Group, Inc. (LCID)

S-3ASR 2024-10-16

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
FREQUENTLY USED TERMS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
THE COMPANY		7
RISK FACTORS		8
USE OF PROCEEDS		9
DESCRIPTION OF SECURITIES		10
DESCRIPTION OF CAPITAL STOCK		11
DESCRIPTION OF DEPOSITARY SHARES		22
DESCRIPTION OF DEBT SECURITIES		24
DESCRIPTION OF WARRANTS		27
DESCRIPTION OF SUBSCRIPTION RIGHTS		28
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS		29
SELLING SECURITYHOLDERS		30
PLAN OF DISTRIBUTION		31
LEGAL MATTERS		32
EXPERTS		33

Securities and Exchange Commission Registration Fee	$	*
Blue Sky Qualification Fees and Expenses	$	**
Accounting Fees and Expenses	$	**
Legal Fees and Expenses	$	**
Printing Fees	$	**
Transfer Agents and Trustees’ Fees and Expenses	$	**
Rating Agency Fees	$	**
Warrant Agent Fees and Expenses	$	**
Nasdaq Listing Fees	$	**
Miscellaneous	$	**
Total	$	—

Exhibit No.			Description of Exhibits
1.1*			Form of Underwriting Agreement.
3.1			Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed April 24, 2023).
3.2			Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed March 3, 2023).
3.3			Certificate of Designations of Series A Convertible Preferred Stock of Lucid Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 29, 2024).
3.4			Certificate of Designations of Series B Convertible Preferred Stock of Lucid Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed August 19, 2024).
4.1			Specimen Class A Common Stock Certificate of Lucid Group, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 26, 2021).
4.2*			Form of Depositary Agreement (including form of Depositary Receipt).
4.3			Form of Indenture for debt securities between the registrant and the trustee to be named therein.

Exhibit No.			Description of Exhibits
4.4*			Form of Warrant Agreement (including form of Warrant Certificate).
4.5*			Form of Subscription Rights Agreement (including form of Subscription Rights Certificate).
4.6*			Form of Purchase Contract Agreement (including form of Purchase Contract Certificate).
4.7*			Form of Purchase Unit Agreement (including form of Purchase Unit Certificate).
4.8			Investor Rights Agreement, dated as of February 22, 2021, by and among Churchill Capital Corp IV, Ayar Third Investment Company, Churchill Sponsor IV LLC and the other parties named therein (incorporated by reference to Exhibit 10.1 to Churchill Capital Corp IV’s Current Report on Form 8-K filed February 22, 2021).
4.9			Amendment No. 1 to the Investor Rights Agreement, dated November 8, 2022, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 8, 2022).
4.10			Amendment No. 2 to the Investor Rights Agreement, dated May 31, 2023, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 5, 2023).
4.11			Amendment No. 3 to the Investor Rights Agreement, dated March 24, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 29, 2024).
4.12			Amendment No. 4 to the Investor Rights Agreement, dated August 16, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 19, 2024).
5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1			Consent of KPMG LLC, Independent Registered Public Accounting Firm.
23.2			Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.3			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24.1			Powers of Attorney (included on signature pages hereto).
25.1			Statement of Eligibility on Form T-1 of trustee under the Indenture.
107			Filing Fee Table

	Signature			Title
	/s/ Peter Rawlinson Peter Rawlinson			Chief Executive Officer, Chief Technology Officer and Director (Principal Executive Officer)
	/s/ Gagan Dhingra Gagan Dhingra			Interim Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
	/s/ Turqi Alnowaiser Turqi Alnowaiser			Director
	/s/ Lisa M. Lambert Lisa M. Lambert			Director
	/s/ Andrew Liveris Andrew Liveris			Director
	/s/ Sherif Marakby Sherif Marakby			Director
	/s/ Nichelle Maynard-Elliott Nichelle Maynard-Elliott			Director

	Signature			Title
	/s/ Chabi Nouri Chabi Nouri			Director
	/s/ Ori Winitzer Ori Winitzer			Director
	/s/ Janet S. Wong Janet S. Wong			Director

Trust Indenture
Act Section	Indenture Section

§ 310 (a)	11.04(a), 16.02
(b)	11.01(f), 11.04(b), 11.05(1), 16.02
(b)(1)	11.04(b), 16.02
§ 311	11.01(f), 16.02
§ 312	14.02(d), 16.02
(b)	11.10, 16.02
(c)	11.10, 16.02
§ 313 (a)	10.01(a), 16.02
§ 314	16.02
§ 315 (e)	11.05, 16.02
§ 316	16.02
§ 317	16.02
§ 318	16.02

ARTICLE I

DEFINITIONS

Section 1.01	Definitions	1

ARTICLE II

FORMS OF SECURITIES

Section 2.01	Terms of the Securities	12
Section 2.02	Form of Trustee’s Certificate of Authentication	12
Section 2.03	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	13

ARTICLE III

THE DEBT SECURITIES

Section 3.01	Amount Unlimited; Issuable in Series	14
Section 3.02	Denominations	17
Section 3.03	Execution, Authentication, Delivery and Dating	17
Section 3.04	Temporary Securities	19
Section 3.05	Registrar	20
Section 3.06	Transfer and Exchange	20
Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	24
Section 3.08	Payment of Interest; Interest Rights Preserved	25
Section 3.09	Cancellation	26
Section 3.10	Computation of Interest	27
Section 3.11	Currency of Payments in Respect of Securities	27
Section 3.12	Judgments	27
Section 3.13	CUSIP Numbers	28

ARTICLE IV

REDEMPTION OF SECURITIES

Section 4.01	Applicability of Right of Redemption	28
Section 4.02	Selection of Securities to be Redeemed	28

Section 4.03	Notice of Redemption	29
Section 4.04	Deposit of Redemption Price	30
Section 4.05	Securities Payable on Redemption Date	30
Section 4.06	Securities Redeemed in Part	30

ARTICLE V

SINKING FUNDS

Section 5.01	Applicability of Sinking Fund	31
Section 5.02	Mandatory Sinking Fund Obligation	31
Section 5.03	Optional Redemption at Sinking Fund Redemption Price	31
Section 5.04	Application of Sinking Fund Payment	32

ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY

Section 6.01	Payments of Securities	33
Section 6.02	Paying Agent	33
Section 6.03	To Hold Payment in Trust	33
Section 6.04	Merger, Consolidation and Sale of Assets	35
Section 6.05	Compliance Certificate	36
Section 6.06	Conditional Waiver by Holders of Securities	36
Section 6.07	Statement by Officers as to Default	36

ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

Section 7.01	Events of Default	36
Section 7.02	Acceleration; Rescission and Annulment	38
Section 7.03	Other Remedies	40
Section 7.04	Trustee as Attorney-in-Fact	40
Section 7.05	Priorities	41
Section 7.06	Control by Securityholders; Waiver of Past Defaults	41
Section 7.07	Limitation on Suits	42
Section 7.08	Undertaking for Costs	42
Section 7.09	Remedies Cumulative	43

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01	Evidence of Action of Securityholders	43
Section 8.02	Proof of Execution or Holding of Securities	44
Section 8.03	Persons Deemed Owners	44
Section 8.04	Effect of Consents	45

ARTICLE IX

SECURITYHOLDERS’ MEETINGS

Section 9.01	Purposes of Meetings	45
Section 9.02	Call of Meetings by Trustee	45
Section 9.03	Call of Meetings by Company or Securityholders	45
Section 9.04	Qualifications for Voting	46
Section 9.05	Regulation of Meetings	46
Section 9.06	Voting	47
Section 9.07	No Delay of Rights by Meeting	47

ARTICLE X

REPORTS BY THE COMPANY AND THE TRUSTEE AND
SECURITYHOLDERS’ LISTS

Section 10.01	Reports by Trustee	47
Section 10.02	Reports by the Company	48
Section 10.03	Securityholders’ Lists	48

ARTICLE XI

CONCERNING THE TRUSTEE

Section 11.01	Rights of Trustees; Compensation and Indemnity	48
Section 11.02	Duties of Trustee	52
Section 11.03	Notice of Defaults	53
Section 11.04	Eligibility; Disqualification	53
Section 11.05	Resignation and Notice; Removal	54
Section 11.06	Successor Trustee by Appointment	55
Section 11.07	Successor Trustee by Merger	56
Section 11.08	Right to Rely on Officer’s Certificate	56
Section 11.09	Appointment of Authenticating Agent	57
Section 11.10	Communications by Securityholders with Other Securityholders	58

ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 12.01	Applicability of Article	58
Section 12.02	Satisfaction and Discharge of Indenture	58
Section 12.03	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	60
Section 12.04	Repayment to Company	61
Section 12.05	Indemnity for U.S. Government Obligations	62
Section 12.06	Deposits to Be Held in Escrow	62

Section 12.07	Application of Trust Money	62
Section 12.08	Deposits of Non-U.S. Currencies	62

ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS

Section 13.01	No Personal Liability	63

ARTICLE XIV

SUPPLEMENTAL INDENTURES

Section 14.01	Without Consent of Securityholders	63
Section 14.02	With Consent of Securityholders; Limitations	65
Section 14.03	Trustee Protected	66
Section 14.04	Effect of Execution of Supplemental Indenture	67
Section 14.05	Notation on or Exchange of Securities	67
Section 14.06	Conformity with TIA	67

ARTICLE XV

SUBORDINATION OF SECURITIES

Section 15.01	Agreement to Subordinate	67
Section 15.02	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	68
Section 15.03	No Payment on Securities in Event of Default on Senior Indebtedness	69
Section 15.04	Payments on Securities Permitted	69
Section 15.05	Authorization of Securityholders to Trustee to Effect Subordination	70
Section 15.06	Notices to Trustee	70
Section 15.07	Trustee as Holder of Senior Indebtedness	71
Section 15.08	Modifications of Terms of Senior Indebtedness	71
Section 15.09	Reliance on Judicial Order or Certificate of Liquidating Agent	71
Section 15.10	Satisfaction and Discharge; Defeasance and Covenant Defeasance	72
Section 15.11	Trustee Not Fiduciary for Holders of Senior Indebtedness	72

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.01	Certificates and Opinions as to Conditions Precedent	72
Section 16.02	Trust Indenture Act Controls	73
Section 16.03	Notices to the Company and Trustee	73
Section 16.04	Notices to Securityholders; Waiver	74
Section 16.05	Legal Holiday	74
Section 16.06	Effects of Headings and Table of Contents	74

Section 16.07	Successors and Assigns	75
Section 16.08	Separability Clause	75
Section 16.09	Benefits of Indenture	75
Section 16.10	Counterparts Originals	75
Section 16.11	Governing Law; Waiver of Trial by Jury	75
Section 16.12	Electronic Signatures	75

Date of authentication: ___________	U.S. Bank Trust Company, National Association, as Trustee

	By:
		Authorized Signatory

Date of authentication: ___________	U.S. Bank Trust Company, National Association, as Trustee

	By:
		as Authenticating Agent

Skadden, Arps, Slate, Meagher & Flom llp
	525 University Avenue	FIRM/AFFILIATE
	Palo Alto, California 94301	OFFICES
	_______	_______
	TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com	BOSTON
		CHICAGO
		HOUSTON
		LOS ANGELES
		NEW YORK
		WASHINGTON, D.C.
		WILMINGTON
		_______
		BEIJING
		BRUSSELS
		FRANKFURT
		HONG KONG
		LONDON
		MUNICH
		PARIS
		SÃO PAULO
		SEOUL
		SHANGHAI
		SINGAPORE
		TOKYO
		TORONTO

	KPMG LLP
	Mission Towers I
	Suite 600
	3975 Freedom Circle Drive
	Santa Clara, CA 95054

Delaware	85-0891392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

	By:	/s/ Bradley E. Scarbrough
		Bradley E. Scarbrough
		Vice President

	Lucid Group, Inc.,
	as Issuer

	By:
	Name:
	Title:

	U.S. Bank Trust Company, National Association,
	as Trustee

	By:
	Name:
	Title:

	Very truly yours,

	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P. K. Chatterjee
P. K. Chatterjee

/s/ Robert Lane
Robert Lane

		6/30/2024
Assets
Cash and Balances Due From Depository Institutions	$	1,420,557
Securities		4,393
Federal Funds		0
Loans& Lease Financing Receivables		0
Fixed Assets		1,164
Intangible Assets		577,338
Other Assets		153,812
Total Assets	$	2,157,264

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		215,138
Total Liabilities	$	215,138

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		770,291
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,942,126

Total Liabilities and Equity Capital	$	2,157,264