Item 9A. Controls and Procedures
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, 2024, 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.
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, 2024, 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, 2024 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, 2024, 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, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
142
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Certain 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, 2024 in connection with the solicitation of proxies for the Company’s 2025 annual meeting of stockholders, and is incorporated herein by reference.
The Company is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an Insider Trading Policy that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Under this policy, directors, officers and other employees and contractors of the Company and its subsidiaries and other persons who may have access to material nonpublic information are prohibited from engaging in certain transactions relating to Company securities. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.
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, 2024, 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, 2024, 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, 2024, 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, 2024, and is incorporated herein by reference.
143
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
Certificate of Designations of Series A Convertible Preferred Stock of Lucid Group, Inc.
8-K 001-39408 March 29, 2024 3.1
4.7
Certificate of Designations of Series B Convertible Preferred Stock of Lucid Group, Inc.
8-K 001-39408 August 19, 2024 3.1
4.8
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. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan, attached thereto)
S-8
333-279973
June 5, 2024
99.1
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
144
10.12 Amendment No. 3 to the Investor Rights Agreement, dated March 29, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto
8-K 001-39408 March 29, 2024 10.1
10.13 Amendment No. 4 to the Investor Rights Agreement, dated August 16, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto
8-K 001-39408 August 19, 2024 10.1
10.14
Amendment No. 5 to the Investor Rights Agreement, dated October 16, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto
X
10.15
Form of Subscription Agreement
8-K 001-39408 February 23, 2021 10.2
10.16
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
10.17
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
10.18^
Form of Option Agreement under the Lucid Group, Inc. 2021 Stock Incentive Plan
S-4 333-254543 March 22, 2021 10.6
10.19^
Form of RSU Agreement under the Lucid Group, Inc. 2021 Stock Incentive Plan
S-4 333-254543 March 22, 2021 10.7
10.20^
Atieva, Inc. 2009 Share Plan
S-4 333-254543 March 22, 2021 10.8
10.21^
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
10.22^
Atieva, Inc. 2014 Share Plan, as amended January 11, 2021
S-4 333-254543 March 22, 2021 10.10
10.23^
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
10.24^
Atieva, Inc. 2021 Stock Incentive Plan, as amended February 22, 2021
S-4 333-254543 March 22, 2021 10.12
10.25^
Form of Stock Option Agreement under the Atieva, Inc. 2021 Stock Incentive Plan
S-4 333-254543 March 22, 2021 10.13
10.26^
Form of RSU Agreement under the Atieva, Inc. 2021 Stock Incentive Plan
S-4 333-254543 March 22, 2021 10.14
10.27^
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
10.28^
Atieva USA, Inc. Severance Benefit Plan
S-4 333-254543 March 22, 2021 10.16
10.29
Lease by and between CADC Partners, LLC and Atieva USA, Inc., dated January 17, 2020
S-4 333-254543 March 22, 2021 10.19
10.30^
Transaction Bonus Letter Agreement, dated March 29, 2021
S-4/A 333-254543 May 14, 2021 10.23
10.31^
Notice of Restricted Stock Unit Grant, dated March 27, 2021
S-4/A 333-254543 May 14, 2021 10.24
10.32^
Offer of Employment to Gagan Dhingra, dated October 29, 2021
10-K 001-39408 February 28, 2022 10.27
10.33^
Offer of Employment to Marc Winterhoff, dated November 7, 2023
10-K 001-39408 February 27, 2024
10.31
10.34^
Separation Agreement between Lucid Group, Inc. and Michael Bell, dated May 5 , 2024
X
10.35^
Offer of Employment to Taoufiq Boussaid, dated November 15, 202 4
X
10.36^
Offer of Promotion to Gagan Dhingra, dated January 27, 2025
X
10.37#
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
10.38#
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
10.39
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
145
10.40
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
10.41
Amendment No. 1 to Credit Agreement, dated as of June 7, 2024, between Lucid Group, Inc., as the Borrower Representative, and Bank of America, N.A., as Administrative Agent
10-Q 001-39408 August 5, 2024 10.2
10.42
Credit Agreement, dated as of August 4, 2024, between Lucid Group, Inc. and Ayar Third Investment Company, as the sole lender and Administrative Agent
8-K 001-39408 August 5, 2024 10.2
10.43
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
10.44
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
10.45
Subscription Agreement, dated November 8, 2022, between Lucid Group, Inc. and Ayar Third Investment Company
8-K 001-39408 November 8, 2022 10.1
10.46
Subscription Agreement, dated May 31, 2023, between Lucid Group, Inc. and Ayar Third Investment Company
8-K 001-39408 June 5, 2023 10.1
10.47
Subscription Agreement, dated March 24, 2024, between Lucid Group, Inc. and Ayar Third Investment Company
8-K 001-39408 March 25, 2024 10.1
10.48
Subscription Agreement, dated August 4, 2024, between Lucid Group, Inc. and Ayar Third Investment Company
8-K 001-39408 August 5, 2024 10.1
10.49
Subscription Agreement, dated October 16, 2024, between Lucid Group, Inc. and Ayar Third Investment Company
8-K 001-39408 October 18, 2024 10.1
10.50
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
10.51#
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
10.52
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
10.53#
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
10.54#
Production Pricing Agreement, effective as of October 1, 202 4 , by and between Lucid USA, Inc. and Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America
10-Q
001-39408 November 7, 2024
10.1
10.55#
Production Pricing Agreement, effective as of October 1, 2024 , by and between Lucid USA, Inc. and Panasonic Energy Corporation of North America
10-Q
001-39408 November 7, 2024
10.2
10.56
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
10.57
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
10.58#
Interim Supply Agreement, dated June 26, 2023, by and among Lucid Group Technologies, LLC, Atieva, Inc., and Aston Martin Lagonda Limited.
10-K
001-39408
February 27, 2024
10.49
19.1
Lucid Group, Inc. Insider Trading Policy
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 Principal 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 Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
146
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
10-K 001-39408 February 27, 2024
97.1
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.
147
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 25, 2025
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 25, 2025
By:
/s/ Marc Winterhoff
Marc Winterhoff
Interim Chief Executive Officer (Principal Executive Officer)
Date: February 25, 2025
By:
/s/ Gagan Dhingra
Gagan Dhingra
Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: February 25, 2025
By:
/s/ Turqi Alnowaiser
Turqi Alnowaiser
Director
Date: February 25, 2025
By:
/s/ Lisa M. Lambert
Lisa M. Lambert
Director
Date: February 25, 2025
By:
/s/ Andrew Liveris
Andrew Liveris
Director
Date: February 25, 2025
By:
/s/ Sherif Marakby
Sherif Marakby
Director
Date: February 25, 2025
By:
/s/ Nichelle Maynard-Elliott
Nichelle Maynard-Elliott
Director
Date: February 25, 2025
By:
/s/ Chabi Nouri
Chabi Nouri
Director
Date: February 25, 2025
By:
/s/ Ori Winitzer
Ori Winitzer
Director
148
Date: February 25, 2025
By:
/s/ Janet S. Wong
Janet S. Wong
Director
149