Lucid Group, Inc. Files 8-K with Material Agreements

TL;DR

Lucid Group filed an 8-K on Oct 16, 2024, detailing material agreements and equity sales.

AI Summary

On October 16, 2024, Lucid Group, Inc. entered into a Material Definitive Agreement. The filing also disclosed unregistered sales of equity securities and other events, including financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 7373 Gateway Boulevard, Newark, CA.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial transactions for Lucid Group, Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can signal significant financial or strategic shifts for the company, warranting closer investor scrutiny.

Key Players & Entities

• Lucid Group, Inc. (company) — Registrant
• October 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 7373 Gateway Boulevard, Newark, CA 94560 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share LCID The Nasdaq S
• $971 million — eeds, before expenses, of approximately $971 million. The Private Placement is expected to c
• $680 million — penses, to the Company of approximately $680 million. The Underwriter may offer the shares o

Filing Documents

• tm2426052d5_8k.htm (8-K) — 38KB
• tm2426052d5_ex1-1.htm (EX-1.1) — 206KB
• tm2426052d5_ex5-1.htm (EX-5.1) — 25KB
• tm2426052d5_ex10-1.htm (EX-10.1) — 129KB
• tm2426052d5_ex10-2.htm (EX-10.2) — 19KB
• 0001104659-24-109677.txt ( ) — 679KB
• lcid-20241016.xsd (EX-101.SCH) — 3KB
• lcid-20241016_lab.xml (EX-101.LAB) — 33KB
• lcid-20241016_pre.xml (EX-101.PRE) — 22KB
• tm2426052d5_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Private Placement On October 16, 2024, Lucid Group, Inc. (the " Company ") entered into a subscription agreement, dated October 16, 2024 (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 and the Company's majority shareholder. Pursuant to the Subscription Agreement, Ayar agreed to purchase from the Company 374,717,927 shares of the Company's Class A common stock (the " common stock ") in a private placement (the " Private Placement "), for aggregate net proceeds, before expenses, of approximately $971 million. The Private Placement is expected to close on October 31, 2024 and is subject to customary closing conditions. As a result of the offering described under the caption "Underwriting Agreement" in Item 8.01 below and the Private Placement, Ayar expects to continue to maintain its approximate 58.8 % ownership of the Company's outstanding common stock as of September 30, 2024 . In addition, given the Underwriter's (as defined below) exercise of the Overallotment Option (as defined below) disclosed in Item 8.01 below, Ayar has agreed to purchase from us an additional 21,470,459 shares of our common stock to maintain its percentage ownership of Lucid's outstanding common stock. The shares of common stock to be sold to Ayar pursuant to the Subscription Agreement 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 Subscription Agreement contains customary representations, warranties and covenants. Common stock acquired by Ayar under the Subscription Agreement will be subject to the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company, Ayar, and the other parties thereto, as ame

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 under the caption "Private Placement" above is incorporated by reference into this Item 3.02. 2

01

Item 8.01 Other Events. Underwriting Agreement On October 16, 2024, the Company entered into an underwriting agreement, dated October 16, 2024 (the " Underwriting Agreement "), between the Company and BofA Securities, Inc., (the " Underwriter ") relating to the issuance and sale of 262,446,931 shares of common stock for aggregate net proceeds, before expenses, to the Company of approximately $680 million. The Underwriter may offer the shares of common stock from time to time for sale in one or more transactions on the Nasdaq Global Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The common stock is being sold pursuant to a prospectus supplement, dated October 16, 2024 , and the accompanying prospectus, dated October 16, 2024 , each filed with the Securities and Exchange Commission, relating to the Company's shelf registration statement on Form S-3ASR (File No. 333- 282677 ). The Company granted the Underwriter a 30-day option to purchase up to 39,367,040 additional shares of common stock, solely to cover overallotments (the " Overallotment Option "). On October 17, 2024, the Underwriter exercised the Overallotment Option to purchase an additional 15,037,594 shares. The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated October 16, 2024, between Lucid Group, Inc., and BofA Securities, Inc. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 10.1 Subscription Agreement, dated October 16, 2024, between Lucid Group, Inc. and Ayar Third Investment Company. 10.2 Form of Amendment No. 5 to the Investor Rights Agreement, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as inline XBRL). 4 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: October 18, 2024 Lucid Group, Inc. By: /s/ Gagan Dhingra Gagan Dhingra Interim Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR