Filed by Churchill Capital Corp IV
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Churchill Capital Corp IV
Commission File No. 001-39408
Date: February 23, 2021
Squawk on the Street – Interview with David Farber, Jim
Cramer and Peter Rawlinson
CNBC
February 23, 2021
David Faber: Where the stock appears to be based on where
the stock appears to be poised to open this morning, you're going
to be overseeing a company that will have roughly a $16 billion
market value. Does that make you nervous? Do you feel like you can
deliver on that kind of expectation in the marketplace?
Peter Rawlinson: I think the great news is that Lucid's a
tech company, and we're bringing the world's best technology to the
market this year, here in the US. And I think that the valuation is
a reflection of our technology. I think that that has been
validated and endorsed, through the due diligence that Churchill
Capital have undertaken, and they are thrilled with the product,
everything they've seen, I'm very confident, we've got world class
tech, what we need to do now is humbly and diligently execute and
get this into production. And that is what will truly drive the
value.
Faber: Ah, yes, it will. And it is behind some of the
numbers that you're putting out there. And let me just share some
of them because they're, they're impressive. You are looking for
generating as much as $2.885 billion in EBITDA by 2026. So within
the next five years, what gives you the confidence, Peter, that you
can ramp up production and sales, obviously, to the point where
you're going to be able to deliver on that kind of a target?
Rawlinson: Well, we've got to be ambitious to get real
realizable plan. We've shown that we can execute. If you look at
the factory that we've built today, we did that in record time. The
first greenfield, purpose built EV factory in North America. So the
team I've got and surrounded myself with are consummate
professionals. And we've got the expertise, we've got the track
record of delivery. What's really important now, though,
particularly over the next few months, is to get our first product
into production. That's the great litmus.
Jim Cramer: Okay, so Peter, you say you’re a technology
company, and I share that and on page 37, of your excellent deck
that has everything that people should know, leading charging
speeds, I happen to think that the differential for many, many
people and many, many cars is how quick you can get on the road and
how quick you can charge. Give us what you can do versus the other
guys.
Rawlinson: Absolutely, Jim, couldn't agree more. It's a huge
differential. So, we have a charging speed where we can put 300
miles in the car in around 20 minutes. And we're doing that with
ultra-high voltage, over 900 volt charging through our partnership
with Electrify America. This is next generation technology. And
we're doing that with our Wunderbox boost charger. And not only
that, we've got two way charging onboard. So, we can actually go
vehicle to grid—you can run your house off the car.
Cramer: Well, I also like as someone who has kids who drive,
I see that you have 32 sensors on board, a comprehensive sensor
suite. I always ask my kids how many sensors. Why? Because this is
what a parent cares about. This is the most, correct? This is the
maybe the safest car on the road.
Rawlinson: To the best of my knowledge. It's the most
comprehensive and beautifully integrated sensor suite for
autonomous driving and ADAS. Over 14 cameras, 32 sensors and we
fuse long and short-range radars, surround radar with long range
plus a 120-degree solid state LIDAR in the nose.
* * * * *
Forward-Looking Statements
This communication includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
operational metrics, projections of market opportunity, market
share and product sales, expectations and timing related to
commercial product launches, including the start of production and
launch of the Lucid Air and any future products, the performance,
range, autonomous driving and other features of the Lucid Air,
future market opportunities, including with respect to energy
storage systems and automotive partnerships, future manufacturing
capabilities and facilities, future sales channels and strategies,
future market launches and expansion, potential benefits of the
proposed business combination and PIPE investment (collectively,
the “proposed transactions”) and the potential success of Lucid’s
go-to-market strategy, and expectations related to the terms and
timing of the proposed transactions. These statements are based on
various assumptions, whether or not identified in this
communication, and on the current expectations of Lucid’s and
CCIV’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Lucid and CCIV. These forward-looking
statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the
parties to successfully or timely consummate the proposed
transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed transactions or
that the approval of the shareholders of CCIV or Lucid is not
obtained; the outcome of any legal proceedings that may be
instituted against Lucid or CCIV following announcement of the
proposed transactions; failure to realize the anticipated benefits
of the proposed transactions; risks relating to the uncertainty of
the projected financial information with respect to Lucid,
including conversion of reservations into binding orders; risks
related to the timing of expected business milestones and
commercial launch, including Lucid’s ability to mass produce the
Lucid Air and complete the tooling of its manufacturing facility;
risks related to the expansion of Lucid’s manufacturing facility
and the increase of Lucid’s production capacity; risks related to
future market adoption of Lucid’s offerings; the effects of
competition and the pace and depth of electric vehicle adoption
generally on Lucid’s future business; changes in regulatory
requirements, governmental incentives and fuel and energy prices;
Lucid’s ability to rapidly innovate; Lucid’s ability to deliver
Environmental Protection Agency (“EPA”) estimated driving ranges
that match or exceed its pre-production projected driving ranges;
future changes to vehicle specifications which may impact
performance, pricing, and other expectations; Lucid’s ability to
enter into or maintain partnerships with original equipment
manufacturers, vendors and technology providers; Lucid’s ability to
effectively manage its growth and recruit and retain key employees,
including its chief executive officer and executive team; Lucid’s
ability to establish its brand and capture additional market share,
and the risks associated with negative press or reputational harm;
Lucid’s ability to manage expenses; Lucid’s ability to effectively
utilize zero emission vehicle credits; the amount of redemption
requests made by CCIV’s public shareholders; the ability of CCIV or
the combined company to issue equity or equity-linked securities in
connection with the proposed transactions or in the future; the
outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; and the impact of the
global COVID-19 pandemic on Lucid, CCIV, the combined company’s
projected results of operations, financial performance or other
financial metrics, or on any of the foregoing risks; and those
factors discussed in CCIV’s final prospectus dated July 30, 2020
and the Quarterly Reports on Form 10-Q for the quarters ended July
30, 2020 and September 30, 2020, in each case, under the heading
“Risk Factors,” and other documents of CCIV filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither Lucid nor CCIV presently know or that
Lucid and CCIV currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Lucid’s and CCIV’s expectations, plans or forecasts of
future events and views as of the date of this communication. Lucid
and CCIV anticipate that subsequent events and developments will
cause Lucid’s and CCIV’s assessments to change. However, while
Lucid and CCIV may elect to update these forward-looking statements
at some point in the future, Lucid and CCIV specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Lucid’s and CCIV’s assessments
as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Use of Projections
This communication contains projected financial information with
respect to the combined company, namely revenue, cost of goods
sold, gross profit, capital expenditures, EBIT, EBITDA and Free
Cash Flow for 2021–2026. Such projected financial information
constitutes forward-looking information, and is for illustrative
purposes only and should not be relied upon as necessarily being
indicative of future results. The assumptions and estimates
underlying such projected financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic, competitive and other risks and uncertainties
that could cause actual results to differ materially from those
contained in the prospective financial information. See
“Forward-Looking Statements” above. Actual results may differ
materially from the results contemplated by the projected financial
information contained in this communication, and the inclusion of
such information in this communication should not be regarded as a
representation by any person that the results reflected in such
projections will be achieved. Neither the independent auditors of
CCIV nor the independent registered public accounting firm of Lucid
has audited, reviewed, compiled, or performed any procedures with
respect to the projections for the purpose of their inclusion in
this communication, and accordingly, neither of them expressed an
opinion or provided any other form of assurance with respect
thereto for the purpose of this communication.
Industry, Market and Vehicle Data
Industry and market data used in this communication have been
obtained from third-party industry publications and sources as well
as from research reports prepared for other purposes. Neither Lucid
nor CCIV has independently verified the data obtained from these
sources, and they cannot assure you of the data’s accuracy or
completeness. This data is subject to change. In addition, this
communication does not purport to be all-inclusive or to contain
all of the information that may be required to make a full analysis
of Lucid or the proposed transactions. Readers of this
communication should each make their own evaluation of Lucid and of
the relevance and adequacy of the information and should make such
other investigations as they deem necessary. Information in this
communication about non-Lucid vehicles is derived from figures
published by manufacturers and other publicly available
information. Neither Lucid nor CCIV has independently verified the
data obtained from these sources, and they cannot assure you of the
data’s accuracy or completeness. Ranges for Lucid vehicles in this
communication are projected EPA estimated ranges and are made using
an approximation of an EPA test cycle. Lucid vehicles are in
pre-production, and specifications (including range) are subject to
change. Final EPA estimated ranges for Lucid vehicles are not
available. Certain vehicle performance characteristics included in
this communication are not available in every trim.
Additional Information About the Proposed Transactions and Where
to Find It
The proposed transactions will be submitted to shareholders of CCIV
for their consideration. CCIV intends to file a registration
statement on Form S-4 (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) which will include
preliminary and definitive proxy statements to be distributed to
CCIV’s shareholders in connection with CCIV’s solicitation for
proxies for the vote by CCIV’s shareholders in connection with the
proposed transactions and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Lucid’s shareholders in
connection with the completion of the proposed business
combination. After the Registration Statement has been filed and
declared effective, CCIV will mail a definitive proxy statement and
other relevant documents to its shareholders as of the record date
established for voting on the proposed transactions. CCIV’s
shareholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with CCIV’s solicitation of
proxies for its special meeting of shareholders to be held to
approve, among other things, the proposed transactions, because
these documents will contain important information about CCIV,
Lucid and the proposed transactions. Shareholders may also obtain a
copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding
the proposed transactions and other documents filed with the SEC by
CCIV, without charge, at the SEC's website located at www.sec.gov
or by directing a request to CCIV.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
CCIV, Lucid and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from CCIV’s shareholders in connection with the proposed
transactions. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of CCIV’s
shareholders in connection with the proposed transactions will be
set forth in CCIV’s proxy statement/prospectus when it is filed
with the SEC. You can find more information about CCIV’s directors
and executive officers in CCIV’s final prospectus filed with the
SEC on July 30, 2020. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Trademarks
This communication contains trademarks, service marks, trade names
and copyrights of Lucid, CCIV and other companies, which are the
property of their respective owners.
