Securities Registration: Employee Benefit Plan (s-8)
May 08 2023 - 4:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 8, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCID GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
85-0891392 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
7373 Gateway Blvd
Newark, CA 94560
Telephone: (510) 648-3553 |
|
| (Address of Principal Executive Offices, Including Zip Code) |
Lucid Group, Inc. Second Amended and Restated
2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto)
(Full title of the plan)
Peter Rawlinson
Chief Executive Officer
7373 Gateway Blvd.
Newark, CA 94560
Telephone: (510) 648-3553
(Name, address and telephone number, including
area code, of agent for service)
With a copy to:
Emily Roberts
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
Jonathan Butler
General Counsel and Secretary
Lucid Group, Inc.
7373 Gateway Blvd.
Newark, CA 94560
(510) 648-3553
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
Accelerated filer ¨ |
| |
|
| Non-accelerated filer ¨ (Do
not check if a smaller reporting company) |
Smaller reporting company ¨ |
| |
|
| |
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
Lucid Group, Inc.
(the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”)
to register (i) an additional 39,166,575 shares of common stock, $0.0001 par value per share (the “Common Stock”),
issuable to eligible persons under the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan (the “Incentive
Plan”) and (ii) an additional 3,215,226 shares of Common Stock issuable to eligible persons under the Incentive Plan by
reason of the recycling provisions of Section 5 of the Incentive Plan.
The
Registrant previously filed with the Commission a registration statement on Form S-8
on September 24, 2021 (File No. 333-259794) (the “Prior Registration Statement”). This
Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates. Pursuant
to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by
reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the
information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein
by reference:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Commission on February 28, 2023 (the “Annual Report”);
(b) The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on March 13, 2023, that are incorporated by reference into the Annual Report;
(c) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the Commission on May 8, 2023;
(d) The
Registrant’s Current Reports on Form 8-K, as filed with the Commission on January 27,
2023, February 1,
2023, February 6,
2023, February 22,
2023, March 3,
2023, March 28,
2023, April 25,
2023 and May 2,
2023 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and
any corresponding exhibits thereto not filed with the Commission); and
(e) The
description of the Registrant’s capital stock which is contained in Exhibit 4.6
of the Annual Report, including any amendment or report filed for the purpose of updating such description.
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except
as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items
2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Newark, State of California on the 8th day of May 2023.
| |
LUCID GROUP, INC. |
| |
|
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By: |
/s/ Sherry House |
| |
|
Name: |
Sherry House |
| |
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Title: |
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Peter Rawlinson and Sherry House, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement
and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date |
| |
|
|
|
/s/ Peter Rawlinson
Peter Rawlinson |
Chief Executive Officer, Chief Technology Officer and Director
(Principal Executive Officer) |
May 8, 2023 |
| |
|
|
|
/s/ Sherry House
Sherry House |
Chief Financial Officer
(Principal Financial Officer) |
May 8, 2023 |
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|
/s/ Gagan Dhingra
Gagan Dhingra |
Vice President of Accounting
(Principal Accounting Officer) |
May 8, 2023 |
| |
|
|
/s/ Turqi Alnowaiser
Turqi Alnowaiser |
Director |
May 8, 2023 |
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/s/ Glenn R. August
Glenn R. August |
Director |
May 8, 2023 |
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/s/ Andrew Liveris
Andrew Liveris |
Director |
May 8, 2023 |
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/s/ Sherif Marakby
Sherif Marakby |
Director |
May 8, 2023 |
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/s/ Nichelle Maynard-Elliott
Nichelle Maynard-Elliott |
Director |
May 8, 2023 |
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/s/ Chabi Nouri
Chabi Nouri |
Director |
May 8, 2023 |
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/s/ Ori Winitzer
Ori Winitzer |
Director |
May 8, 2023 |
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/s/ Janet S. Wong
Janet S. Wong |
Director |
May 8, 2023 |
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