Securities Registration: Employee Benefit Plan (s-8)
June 21 2022 - 4:07PM
Edgar (US Regulatory)
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.) |
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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 ¨ |
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| Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
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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.
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.
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LUCID GROUP, INC. |
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By: |
/s/ Sherry House |
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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 |
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Title |
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Date |
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/s/ Peter Rawlinson
Peter Rawlinson |
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Chief Executive Officer, Chief Technology Officer and Director
(Principal Executive Officer) |
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June 21, 2022 |
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/s/ Sherry House
Sherry House |
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Chief Financial Officer
(Principal Financial Officer) |
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June 21, 2022 |
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/s/ Gagan Dhingra
Gagan Dhingra |
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Principal Accounting Officer |
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June 21, 2022 |
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/s/ Turqi Alnowaiser
Turqi Alnowaiser |
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Director |
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June 21, 2022 |
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/s/ Glenn R. August
Glenn R. August |
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Director |
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June 21, 2022 |
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/s/ Nancy Gioia
Nancy Gioia |
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Director |
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June 21, 2022 |
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/s/ Frank Lindenberg
Frank Lindenberg |
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Director |
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June 21, 2022 |
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/s/ Andrew Liveris
Andrew Liveris |
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Director |
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June 21, 2022 |
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/s/ Nichelle Maynard-Elliott
Nichelle Maynard-Elliott |
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Director |
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June 21, 2022 |
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/s/ Tony Posawatz
Tony Posawatz |
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Director |
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June 21, 2022 |
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/s/ Janet S. Wong
Janet S. Wong |
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Director |
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June 21, 2022 |
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