Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
June 02 2022 - 5:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-258348
Prospectus Supplement No. 2
(to prospectus dated April 28, 2022)
Up to 44,350,000 Shares of Class A Common
Stock
and
Up to 1,195,006,622 Shares of Class A Common Stock
Up to 44,350,000 Warrants to Purchase Class A Common Stock
Offered by the Selling Securityholders
This prospectus supplement
is being filed to update and supplement the information contained in the prospectus dated April 28, 2022 (the “Prospectus”),
which forms part of our registration statement on Form S-1 (No. 333-258348), as amended, with the information contained in our Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2022 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to: (1) the issuance by us of an aggregate of up to 44,350,000 shares of our common stock, par value $0.0001 per share
(“Class A common stock”), consisting of (a) 42,850,000 shares of Class A common stock issuable upon exercise of the
Private Placement Warrants and (b) 1,500,000 shares of Class A common stock issuable upon exercise of the Working Capital Warrants, and
(2) the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”),
or their permitted transferees, of (a) up to 1,195,006,622 shares of Class A common stock, consisting of (i) 1,118,905,164 issued and
outstanding shares of Class A common stock, (ii) 31,751,458 shares of Class A common stock subject to vesting and/or exercise of the assumed
Lucid Equity Awards and (iii) 44,350,000 shares of Class A common stock issuable upon exercise of the Private Placement Warrants and the
Working Capital Warrants, and (b) 44,350,000 warrants representing the Private Placement Warrants and the Working Capital Warrants.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the
meanings given to such terms in the Prospectus.
We are a “controlled
company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.
Ayar, our majority stockholder, also currently has the ability to nominate five of the nine directors to our Board.
You should read the Prospectus,
this prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities. Our Class
A common stock is listed on The Nasdaq Stock Market LLC under the symbol “LCID”. On June 1, 2022, the closing price of our
Class A common stock was $19.50 per share.
Investing in our Class A
common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 7 of the Prospectus
and in our other documents subsequently filed with the SEC.
Neither the SEC nor any
other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus
or this prospectus supplement. Any representation to the contrary is a criminal offense.
June 2, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2022
Lucid Group, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
001-39408 |
85-0891392 |
(State or other
jurisdiction of
incorporation) |
(Commission File
Number) |
(I.R.S.
Employer
Identification No.) |
7373 Gateway Blvd
Newark, CA
(Address of principal executive offices) |
94560
(Zip Code) |
Registrant’s telephone number, including area code: (510) 648-3553 |
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(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | |
Trading
Symbol(s) | |
Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | |
LCID | |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On
May 26, 2022, the Compensation Committee of the Board of Directors of Lucid Group, Inc. approved an increase to the annual
base salaries of the following named executive officers of the Company effective as of June 6, 2022.
Name | |
Title | |
New Annual Base Salary | |
Sherry House | |
Chief Financial Officer | |
$ | 535,000 | |
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Eric Bach | |
Senior Vice President, Product and Chief Engineer | |
$ | 525,000 | |
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Michael Bell | |
Senior Vice President, Digital | |
$ | 525,000 | |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: June 2, 2022 |
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LUCID GROUP, INC. |
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By: |
/s/ Sherry House |
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Name: Sherry House
Title: Chief Financial Officer |
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