As filed with the Securities and Exchange Commission on June 21, 2022

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. 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:

 

Jonathan Butler Emily Roberts
General Counsel and Secretary Davis Polk & Wardwell LLP
Lucid Group, Inc. 1600 El Camino Real
7373 Gateway Blvd. Menlo Park, CA 94025
Newark, CA 94560 (650) 752-2000
(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 15,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), issuable to eligible persons under the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (the “Incentive Plan”) and (ii) an additional 10,185,388 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 a registration statement on Form S-8 filed with the Commission on September 24, 2021 (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, 2021, as filed with the Commission on February 28, 2022 (the “Annual Report”);

 

(b) The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 28, 2022, 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, 2022, as filed with the Commission on May 5, 2022;

 

(d) The Registrant’s Current Reports on Form 8-K, as filed with the Commission on February 28, 2022, April 26, 2022, May 5, 2022, June 2, 2022, June 13, 2022 and June 15, 2022 (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);

 

(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 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.

 

Exhibit Number   Description
5.1   Opinion of Davis Polk & Wardwell LLP (filed herewith)
23.1   Consent of Grant Thornton LLP (filed herewith)
23.2   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1   Power of Attorney (included in signature page hereof)
99.1   Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan, attached hereto) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lucid Group, Inc. on June 13, 2022)
107   Filing Fee Table

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 21st day of June 2022.

 

  LUCID GROUP, INC.
   
  By: /s/ Sherry House
    Name: Sherry House
    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)
  June 21, 2022
         

/s/ Sherry House

Sherry House

  Chief Financial Officer
(Principal Financial Officer)
  June 21, 2022
         

/s/ Gagan Dhingra

Gagan Dhingra

  Principal Accounting Officer   June 21, 2022
         
       

/s/ Turqi Alnowaiser

Turqi Alnowaiser

  Director   June 21, 2022
         

/s/ Glenn R. August

Glenn R. August

  Director   June 21, 2022
         

/s/ Nancy Gioia

Nancy Gioia

  Director   June 21, 2022
         

/s/ Frank Lindenberg

Frank Lindenberg

  Director   June 21, 2022
         

/s/ Andrew Liveris

Andrew Liveris

  Director   June 21, 2022
         

/s/ Nichelle Maynard-Elliott

Nichelle Maynard-Elliott

  Director   June 21, 2022
         

/s/ Tony Posawatz

Tony Posawatz

  Director   June 21, 2022
         

/s/ Janet S. Wong

Janet S. Wong

  Director   June 21, 2022

 

 

 

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