Lucid Group Files 8-K on Agreements and Securities

TL;DR

Lucid Group filed an 8-K detailing new agreements, equity sales, and changes to shareholder rights.

AI Summary

Lucid Group, Inc. filed an 8-K on August 19, 2024, reporting on events as of August 16, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements and modifications are not fully elaborated in the provided text.

Why It Matters

This filing signals significant corporate actions by Lucid Group, potentially impacting its financial structure, shareholder rights, and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity and modifications to security holder rights, which can introduce complexity and potential risks for investors.

Key Numbers

• 20240816 — Event Date (Earliest event reported in the 8-K filing.)
• 20240819 — Filing Date (Date the 8-K was filed with the SEC.)

Key Players & Entities

• Lucid Group, Inc. (company) — Registrant
• 001-39408 (company) — SEC File Number
• 850891392 (company) — IRS Employer Identification No.
• 7373 Gateway Boulevard Newark, CA 94560 (company) — Principal Executive Address
• Churchill Capital Corp IV (company) — Former Company Name
• Annetta Acquisition Corp (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value per share LCID The Nasdaq Sto
• $750,000,000 — ck") for an aggregate purchase price of $750,000,000 in a private placement (the "Private Pl

Filing Documents

• lcid-20240816.htm (8-K) — 32KB
• form8-kxex31.htm (EX-3.1) — 340KB
• form8-kxex101.htm (EX-10.1) — 27KB
• image_0a.jpg (GRAPHIC) — 1KB
• image_10a.jpg (GRAPHIC) — 1KB
• image_11a.jpg (GRAPHIC) — 0KB
• image_13a.jpg (GRAPHIC) — 1KB
• image_14a.jpg (GRAPHIC) — 0KB
• image_15a.jpg (GRAPHIC) — 1KB
• image_17.jpg (GRAPHIC) — 0KB
• image_18a.jpg (GRAPHIC) — 1KB
• image_19a.jpg (GRAPHIC) — 2KB
• image_22.jpg (GRAPHIC) — 1KB
• image_23a.jpg (GRAPHIC) — 1KB
• image_24a.jpg (GRAPHIC) — 0KB
• image_3a.jpg (GRAPHIC) — 1KB
• image_4a.jpg (GRAPHIC) — 0KB
• image_7a.jpg (GRAPHIC) — 1KB
• 0001628280-24-037638.txt ( ) — 600KB
• lcid-20240816.xsd (EX-101.SCH) — 2KB
• lcid-20240816_lab.xml (EX-101.LAB) — 22KB
• lcid-20240816_pre.xml (EX-101.PRE) — 13KB
• lcid-20240816_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on August 4, 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, on August 16, 2024 (the "Closing Date"), Ayar purchased from the Company 75,000 shares of its Series B Convertible Preferred Stock, par value $0.0001 per share (the "Convertible Preferred Stock") for an aggregate purchase price of $750,000,000 in a private placement (the "Private Placement"). The shares of Convertible Preferred Stock sold to Ayar pursuant to the Subscription Agreement were issued pursuant to a Certificate of Designations of Series B Convertible Preferred Stock of the Company (the "Certificate of Designations") filed with the Secretary of State of the State of Delaware on August 16, 2024 and were 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"). On the Closing Date, the Company entered into an amendment to the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company, Ayar, and the other parties thereto, as amended from time to time (the "Investor Rights Agreement" and the amendment, the "Fourth IRA Amendment"). The shares of Convertible Preferred Stock and the shares of Common Stock issuable upon conversion thereof are subject to the Fourth IRA Amendment, which governs the registration for resale of such shares of Convertible Preferred Stock and Common Stock. Pursuant to the Fourth IRA Amendment, Ayar is entitled to certain registration rights, including piggy-back and shelf registration rights, with respect to the shares of Converti

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report 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.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Designations of Series B Convertible Preferred Stock of Lucid Group, Inc. 10.1 Amendment No. 4 to the Investor Rights Agreement, dated August 16, 2024, by and among Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 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. Dated: August 19, 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