Lucid Group Files 8-K on Equity Sales and Security Holder Rights

TL;DR

Lucid Group filed an 8-K detailing unregistered equity sales and changes to security holder rights.

AI Summary

On March 24, 2024, Lucid Group, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. This filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits.

Why It Matters

This filing indicates potential dilution or changes in ownership structure for Lucid Group, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can signal a need for capital or changes in the company's financial structure, potentially impacting share value.

Key Players & Entities

• Lucid Group, Inc. (company) — Registrant
• March 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Class A Common Stock, $0.0001 par value per share LCID The Nasdaq S
• $1,000,000,000.00 — k"), for an aggregate purchase price of $1,000,000,000.00 in a private placement (the "Private Pl
• $3.5952 — ck ), at an initial conversion price of $3.5952 per share (the "Conversion Price"). The
• $10,000 — red Stock will have an initial value of $10,000 per share (the "Initial Value"). Divide
• $5.50 — levant notice of conversion is at least $5.50 (subject to certain adjustments), unles
• $2.77 — otient of the $10,000 Initial Value and $2.77 (the "Minimum Price" as calculated in a

Filing Documents

• tm249613d1_8k.htm (8-K) — 54KB
• tm249613d1_ex10-1.htm (EX-10.1) — 435KB
• tm249613d1_ex10-1sp1img001.jpg (GRAPHIC) — 2KB
• tm249613d1_ex10-1sp1img002.jpg (GRAPHIC) — 3KB
• tm249613d1_ex10-1sp1img003.jpg (GRAPHIC) — 3KB
• tm249613d1_ex10-1sp1img004.jpg (GRAPHIC) — 3KB
• tm249613d1_ex10-1sp1img005.jpg (GRAPHIC) — 2KB
• tm249613d1_ex10-1sp1img006.jpg (GRAPHIC) — 4KB
• 0001104659-24-038177.txt ( ) — 777KB
• lcid-20240324.xsd (EX-101.SCH) — 3KB
• lcid-20240324_lab.xml (EX-101.LAB) — 33KB
• lcid-20240324_pre.xml (EX-101.PRE) — 22KB
• tm249613d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Private Placement On March 24, 2024, Lucid Group, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") between the Company and Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia ("Ayar"), an affiliate of the Public Investment Fund ("PIF") and the Company's majority shareholder. Pursuant to the Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the "Convertible Preferred Stock"), for an aggregate purchase price of $1,000,000,000.00 in a private placement (the "Private Placement"). The Private Placement is expected to close no later than the 10 th business day following the date of the Subscription Agreement and is subject to customary closing conditions. The Convertible Preferred Stock will be convertible into the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), and initially convertible into approximately 278.15 million shares of Common Stock in the aggregate (approximately 12% of th e Company's issued and outstanding Common Stock ), at an initial conversion price of $3.5952 per share (the "Conversion Price"). The Conversion Price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The shares of Convertible Preferred Stock sold to Ayar pursuant to the Subscription Agreement will be issued pursuant to a Certificate of Designations to be filed with the Secretary of State of the State of Delaware on or before the closing of the Private Placement and will be sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The shares of Convertible Preferred Stock and the shares of Common Sto

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As described in Item 1.01 above, pursuant to the Subscription Agreement, the Company has agreed to sell an aggregate of 100,000 shares of Convertible Preferred Stock. The offer and sale of the shares of Convertible Preferred Stock will be made in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The Company will rely on this exemption from registration based in part on representations made by Ayar in the Subscription Agreement. The shares of Common Stock issuable upon conversion of shares of the Convertible Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act. The disclosure set forth in Item 1.01 under the caption "Private Placement" above is incorporated by reference into this Item 3.02.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Subscription Agreement , dated March 24, 2024, between Lucid Group, Inc. and Ayar Third Investment Company (including form of Certificate of Designations related to the Series A Convertible Preferred Stock and form of Amendment No. 3 to the Investor Rights Agreement by and among Lucid Group, Inc., Ayar Third Investment Company, and the other parties thereto). 104 Cover Page Interactive Data File (formatted as inline XBRL) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 25, 2024 Lucid Group, Inc. By: /s/ Gagan Dhingra Gagan Dhingra Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR