Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258348
Prospectus Supplement No. 5
(to prospectus dated August 24, 2021)
Up to 85,750,000 Shares of Class A Common
Stock
and
Up to 1,336,329,949 Shares of Class A Common Stock
Up to 44,350,000 Warrants to Purchase Class A Common Stock
Offered by the Selling Securityholders
This prospectus supplement
is being filed to update and supplement the information contained in the prospectus dated August 24, 2021 (the “Prospectus”),
which forms part of our registration statement on Form S-1 (No. 333-258348) with the information contained in our Current Report on Form
8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2021 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate
to: (1) the issuance by us of an aggregate of up to 85,750,000 shares of our common stock, par value $0.0001 per share (“Class
A common stock”), consisting of (a) 41,400,000 shares of Class A common stock issuable upon exercise of the Public Warrants,
(b) 42,850,000 shares of Class A common stock issuable upon exercise of the Private Placement Warrants and (c) 1,500,000 shares of Class
A common stock issuable upon exercise of the Working Capital Warrants, and (2) the offer and sale from time to time by the selling securityholders
named in the Prospectus (the “Selling Securityholders”), or their permitted transferees, of (a) up to 1,336,329,949
shares of Class A common stock, consisting of (i) 1,244,157,121 issued and outstanding shares of Class A common stock, (ii) 47,822,828
shares of Class A common stock subject to vesting and/or exercise of the assumed Lucid Equity Awards and (iii) 44,350,000 shares of Class
A common stock issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants, and (b) 44,350,000 warrants
representing the Private Placement Warrants and the Working Capital Warrants.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in
the Prospectus.
We are an “emerging growth company”
as defined in Section 2(a) of the Securities Act and are subject to reduced public company reporting requirements. We expect that we will
cease to be an emerging growth company as of December 31, 2021. As of July 23, 2021, our majority stockholder, Ayar, owned approximately
62.7% of our outstanding common stock. As a result, we are a “controlled company” within the meaning of Nasdaq rules and,
as a result, qualify for exemptions from certain corporate governance requirements. Ayar also currently has the ability to nominate five
of the nine directors to our Board.
You should read the Prospectus, this
prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities. Our Class
A common stock and Public Warrants are listed on The Nasdaq Stock Market LLC under the symbols “LCID” and
“LCIDW,” respectively. On October 7, 2021, the closing price of our Class A common stock was $24.38 per share and
the closing price for our Public Warrants was $10.83.
Investing in our Class A
common stock and warrants involves a high degree of risk. See the section titled “Risk Factors” beginning on page 8
of the Prospectus.
Neither the SEC nor any
other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus
or this prospectus supplement. Any representation to the contrary is a criminal offense.
October 8, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 8, 2021
Lucid Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-39408
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85-0891392
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(State
or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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7373 Gateway Blvd
Newark, CA
(Address of principal executive offices)
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94560
(Zip Code)
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Registrant’s telephone number, including area code: (510) 648-3553
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $0.0001 par value per share
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LCID
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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LCIDW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 8, 2021, Lucid
Group, Inc. (the “Company”) repurchased an aggregate of 857,825 shares of its Class A Common Stock from certain individuals
(the “Individual Sellers”) who were directors and employees of the Company’s predecessor, Atieva, Inc. (“Atieva”)
(such transactions, the “Repurchases”). The repurchase price was $24.15 per share, which is equal to the average closing
price of the Company’s Class A Common Stock on the Nasdaq Global Select Market for the three trading day period ending on and including
October 6, 2021, the second trading day prior to the date of the Repurchases. The Repurchases were effected pursuant to voluntary individual
agreements (the “Repurchase Agreements”) with each of the Individual Sellers.
The Repurchases were
effected solely to allow the Individual Sellers to satisfy certain tax obligations (including tax withholding obligations of the Company)
incurred in connection with such Individual Sellers’ purchase of shares of Series E Preferred Stock from Atieva on April 2, 2021.
At the closing of the Repurchases, the Company applied the proceeds to remitting required tax withholding to the applicable U.S. tax authorities.
The Individual Sellers
included Peter Rawlinson, a director of the Company and the Company’s Chief Executive Officer and Chief Technology Officer, from
whom the Company repurchased 178,796 shares; Eric Bach, the Company’s Senior Vice President, Product and Chief Engineer, from whom
the Company repurchased 195,557 shares; Michael Bell, the Company’s Senior Vice President, Digital, from whom the Company repurchased
33,526 shares; and Tony Posawatz, a director of the Company, from whom the Company repurchased 14,511 shares.
The Repurchases and the
Repurchase Agreements were approved by the Audit Committee and by the Board of Directors. In addition, the Board of Directors exempted
the Repurchases from the application of Article 5, Section 5.04 of the Company’s Amended and Restated Bylaws, which otherwise restricts
holders of shares of the Company’s Class A Common Stock that were acquired in exchange for shares of Atieva from transferring such
shares until January 19, 2022.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 8, 2021
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LUCID GROUP, INC.
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By:
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/s/ Sherry House
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Name: Sherry House
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Title: Chief Financial Officer
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Lucid (NASDAQ:LCID)
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