Lucid Group, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on their evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2023, our disclosure controls and procedures are designed to, and are effective to, provide reasonable assurance that the information we are required to disclose in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. 131 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Our management, under the supervision of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by KPMG LLP , an independent registered public accounting firm, as stated in their report, which is included in Item 8 of Part II of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Item 9B. Other Information. None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 132 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item will be included in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders, and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this Item will be included in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item will be included in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item will be included in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this Item will be included in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference. 133 PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1) The financial statements filed as part of this Annual Report are listed in Item 8 of this Annual Report. (a)(2) No financial statement schedules are required to be filed as part of this Annual Report because all such schedules have been omitted. Such omission has been made on the basis that information is provided in the financial statements, or in the related notes thereto, in Item 8 of this Annual Report or is not required to be filed as the information is not applicable. (a)(3) The exhibits listed on the Exhibit Index to this Annual Report are incorporated herein by reference. EXHIBIT INDEX Incorporation by Reference Exhibit Number Form File Number Filing Date Exhibit Number Filed Herewith 2.1 Agreement and Plan of Merger, dated as of February 22, 2021, by and among Churchill Capital Corp IV, Air Merger Sub, Inc., and Atieva, Inc. 8-K 001-39408 July 26, 2021 2.1 3.1 Third Amended and Restated Certificate of Incorporation 8-K 001-39408 April 25, 2023 3.1 3.2 Second Amended and Restated Bylaws 8-K 001-39408 March 3, 2023 3.2 4.1 Specimen Class A Common Stock Certificate of Lucid Group, Inc. 8-K 001-39408 July 26, 2021 4.1 4.2 Specimen Warrant Certificate (included as Exhibit A to Exhibit 4.2 herewith) 8-K 001-39408 August 4, 2020 4.1 4.3 Warrant Agreement, dated July 29, 2020, between Continental Stock Transfer & Trust Company and Churchill Capital Corp IV 8-K 001-39408 August 4, 2020 4.1 4.4 Indenture, dated as of December 14, 2021, between Lucid Group, Inc. and U.S. Bank National Association, as trustee 8-K 001-39408 December 14, 2021 4.1 4.5 Form of certificate representing the 1.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.5 herewith) 8-K 001-39408 December 14, 2021 4.1 4.6 Description of Registrant’s Securities 10-K 001-39408 February 28, 2022 4.6 10.1^ Form of Indemnification Agreement S-4/A 333-254543 May 14, 2021 10.22 10.2^ Lucid Group, Inc. 2021. Performance Bonus Plan 8-K 001-39408 July 26, 2021 10.25 10.3^ Lucid Group, Inc. 2021 Executive Severance Benefit Plan and Summary Plan Description 8-K 001-39408 July 26, 2021 10.26 10.4^ Form of Participation Agreement under the Lucid Group, Inc. 2021 Executive Severance Benefit Plan 8-K 001-39408 July 26, 2021 10.27 10.5^ Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan, attached thereto) 8-K 001-39408 April 25, 2023 10.1 10.6^ Form of Stock Option Agreement under the Second Amended and Restated 2021 Stock Incentive Plan 10-Q 001-39408 November 7, 2023 10.2 10.7^ Form of PSU Agreement under the Second Amended and Restated 2021 Stock Incentive Plan 10-Q 001-39408 November 7, 2023 10.3 10.8^ Form of RSU Agreement under the Second Amended and Restated 2021 Stock Incentive Plan 10-Q 001-39408 November 7, 2023 10.4 10.9 Investor Rights Agreement, dated as of February 22, 2021, by and among Churchill Capital Corp IV, Ayar Third Investment Company, Churchill Sponsor IV LLC and the other parties named therein 8-K 001-39408 February 23, 2021 10.1 10.10 Amendment No. 1 to the Investor Rights Agreement, dated November 8, 2022, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto 8-K 001-39408 November 8, 2022 10.2 10.11 Amendment No. 2 to the Investor Rights Agreement, dated May 31, 2023, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto 8-K 001-39408 June 5, 2023 10.2 10.12 Form of Subscription Agreement 8-K 001-39408 February 23, 2021 10.2 134 10.13 Amended and Restated Sponsor Agreement, dated as of February 22, 2021, by and among Churchill Capital Corp IV, Churchill Sponsor IV LLC, and Michael Klein, Lee Jay Taragin, Glenn R. August, William J. Bynum, Bonnie Jonas, Mark Klein, Malcom S. McDermid and Karen G. Mills 8-K 001-39408 February 23, 2021 10.3 10.14 Promissory Note, dated as of February 22, 2021, by and between Churchill Capital Corp IV and Churchill Sponsor IV LLC 8-K 001-39408 February 23, 2021 10.4 10.15^ Form of Option Agreement under the Lucid Group, Inc. 2021 Stock Incentive Plan S-4 333-254543 March 22, 2021 10.6 10.16^ Form of RSU Agreement under the Lucid Group, Inc. 2021 Stock Incentive Plan S-4 333-254543 March 22, 2021 10.7 10.17^ Atieva, Inc. 2009 Share Plan S-4 333-254543 March 22, 2021 10.8 10.18^ Form of Amended and Restated Notice of Share Option Grant under the Atieva, Inc. 2009 Share Plan S-4 333-254543 March 22, 2021 10.9 10.19^ Atieva, Inc. 2014 Share Plan, as amended January 11, 2021 S-4 333-254543 March 22, 2021 10.10 10.20^ Form of Amended and Restated Notice of Share Option Grant under the Atieva, Inc. 2014 Share Plan S-4 333-254543 March 22, 2021 10.11 10.21^ Atieva, Inc. 2021 Stock Incentive Plan, as amended February 22, 2021 S-4 333-254543 March 22, 2021 10.12 10.22^ Form of Stock Option Agreement under the Atieva, Inc. 2021 Stock Incentive Plan S-4 333-254543 March 22, 2021 10.13 10.23^ Form of RSU Agreement under the Atieva, Inc. 2021 Stock Incentive Plan S-4 333-254543 March 22, 2021 10.14 10.24^ Form of RSU Agreement under the Atieva, Inc. 2021 Stock Incentive Plan (for Rule 144 Affiliates) S-4 333-254543 March 22, 2021 10.15 10.25^ Atieva USA, Inc. Severance Benefit Plan S-4 333-254543 March 22, 2021 10.16 10.26 Lease by and between CADC Partners, LLC and Atieva USA, Inc., dated January 17, 2020 S-4 333-254543 March 22, 2021 10.19 10.27^ Transaction Bonus Letter Agreement, dated March 29, 2021 S-4/A 333-254543 May 14, 2021 10.23 10.28^ Notice of Restricted Stock Unit Grant, dated March 27, 2021 S-4/A 333-254543 May 14, 2021 10.24 10.29^ Offer of Employment to Sherry House, dated April 1, 2021 S-4/A 333-254543 May 14, 2021 10.25 10.30^ Offer of Employment to Gagan Dhingra, dated October 29, 2021 10-K 001-39408 February 28, 2022 10.27 10.31^ Offer of Employment to Marc Winterhoff, dated November 7 , 2023 X 10.32^ Separation Agreement between Lucid Group, Inc. and Sherry House, dated December 11 , 2023 X 10.33# Loan Agreement, dated as of February 27, 2022, between Lucid LLC and Saudi Industrial Development Fund (English version only) 10-Q 001-39408 May 5, 2022 10.1 10.34# Side Letter to Loan Agreement, dated as of February 27, 2022, between Lucid LLC and Saudi Industrial Development Fund (English version only) 10-Q 001-39408 May 5, 2022 10.2 10.35 Letter of Undertaking, dated as of April 20, 2022, between Lucid LLC and Ministry of Finance of the Kingdom of Saudi Arabia (English version only) 10-Q 001-39408 May 5, 2022 10.3 10.36 Credit Agreement, dated as of June 9, 2022, by and among Lucid Group, Inc., as the Borrower Representative, the other Borrowers party thereto from time to time, the Lenders and Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent 8-K 001-39408 June 15, 2022 10.1 10.37 Facilities Letter, entered into as of April 29, 2022, between Lucid LLC and Gulf International Bank Saudi Arabia (English version only) 10-Q 001-39408 August 3, 2022 10.2 10.38 Lease and Option to Purchase between Pinal County, as landlord, and Lucid USA, Inc., as tenant, dated August 10, 2022 10-Q 001-39408 November 8, 2022 10.1 10.39 Subscription Agreement, dated November 8, 2022, between Lucid Group, Inc. and Ayar Third Investment Company 8-K 001-39408 November 8, 2022 10.1 10.40 Subscription Agreement, dated May 31, 2023, between Lucid Group, Inc. and Ayar Third Investment Company 8-K 001-39408 June 5, 2023 10.1 10.41 Amendment to the Credit Facility Agreement, entered into on March 12, 2023, between Lucid LLC and Gulf International Bank Saudi Arabia (English version only) 10-Q 001-39408 May 8, 2023 10.1 135 10.42# Implementation Agreement, dated June 26, 2023, by and among Lucid Group, Inc., Atieva, Inc., Lucid Group Technologies, LLC, Aston Martin Lagonda Global Holdings plc and Aston Martin Lagonda Limited 10-Q 001-39408 August 7, 2023 10.4 10.43 Electric Vehicle Purchase Agreement, dated August 7, 2023, between the Government of the Kingdom of Saudi Arabia (as Represented by the Ministry of Finance) and Lucid LLC. 10-Q 001-39408 November 7, 2023 10.1 10.44# General Terms and Conditions for Prototype and Production Parts and Services, effective as of December 1, 2022, by and between Lucid USA, Inc. and Panasonic Energy Co., Ltd. 10-K 001-39408 February 28, 2023 10.34 10.45# Production Pricing Agreement, effective as of December 1, 2022, by and between Lucid USA, Inc. and Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America 10-K 001-39408 February 28, 2023 10.35 10.46# Production Pricing Agreement, effective as of December 1, 2022, by and between Lucid USA, Inc. and Panasonic Energy Corporation of North America 10-K 001-39408 February 28, 2023 10.36 10.47 Affiliate Participation Agreement, effective as of December 1, 2022, by and between Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America and Lucid USA, Inc. 10-K 001-39408 February 28, 2023 10.37 10.48 Affiliate Participation Agreement, effective as of December 1, 2022, by and between Panasonic Energy Corporation of North America and Lucid USA, Inc. 10-K 001-39408 February 28, 2023 10.38 10.49# Interim Supply Agreement, dated June 26, 2023, by and among Lucid Group Technologies, LLC, Atieva, Inc., and Aston Martin Lagonda Limited. X 21.1 List of Significant Subsidiaries of Lucid Group, Inc. X 23.1 Consent of Independent Registered Public Accounting Firm (KPMG LLP). X 23.2 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP). X 31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended X 31.2 Certification of Princip a l Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended X 32.1 Certification of C hief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Lucid Group, Inc. Compensation Recoupment Policy X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH Inline XBRL Taxonomy Schema Linkbase Document X 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X ^ Indicates management contract or compensatory plan # Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). Item 16. Form 10-K Summary. None. 136 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LUCID GROUP, INC. Date: February 27, 2024 By: /s/ Gagan Dhingra Gagan Dhingra Interim Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Date: February 27, 2024 By: /s/ Peter Rawlinson Peter Rawlinson Chief Executive Officer (Principal Executive Officer) Date: February 27, 2024 By: /s/ Gagan Dhingra Gagan Dhingra Interim Chief Financial Officer (Interim Principal Financial Officer and Principal Accounting Officer) Date: February 27, 2024 By: /s/ Turqi Alnowaiser Turqi Alnowaiser Director Date: February 27, 2024 By: /s/ Glenn R. August Glenn R. August Director Date: February 27, 2024 By: /s/ Andrew Liveris Andrew Liveris Director Date: February 27, 2024 By: /s/ Sherif Marakby Sherif Marakby Director Date: February 27, 2024 By: /s/ Nichelle Maynard-Elliott Nichelle Maynard-Elliott Director Date: February 27, 2024 By: /s/ Chabi Nouri Chabi Nouri Director Date: February 27, 2024 By: /s/ Ori Winitzer Ori Winitzer Director 137 Date: February 27, 2024 By: /s/ Janet S. Wong Janet S. Wong Director 138