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 25, 2021
The following communication was made
available by Lucid Motors on its website and via an email to customers on February 25, 2021.
A note from our
CEO regarding the future of Lucid.
Peter Rawlinson
speaks to our merger and shares an update on the production readiness of Lucid Air.
Earlier this week, we announced a proposed
merger with Churchill Capital Corp IV that would result in our becoming a public company and help bolster our mission to usher
in a new era of luxury electric. This remarkable union provides us the resources to grow and focus on elevating the EV industry.
Together we plan to expand into new markets and deliver miraculous technology that an unsuspecting world is soon to experience.
We believe it’s good for Lucid, our customers, and of course the planet.
A grand vision
I want to take this opportunity to
thank you for your support as Lucid takes this great stride as a company. None of this would be possible without forward-thinkers
such as yourself believing in our shared future. We have grand plans ahead, and are truly excited to be on this ride together.
The ample innovations we’re developing will amaze.
Production readiness
I’d also like to provide an
update on the arrival of Lucid Air. As many companies have experienced, the advent of COVID-19 has proven to be a significant challenge.
From testing activities to supplier availability to preparing for sales and service, COVID-19 has affected all workstreams.
As a company we’ve worked diligently
to minimize these impacts, and over the past year, Lucid has witnessed seismic progress and growth. Yet despite the excellent progress
made in all areas, we now know that we won’t be able to start delivering Lucid Air this spring at the level of quality we
insist on providing. Be assured, we won’t rest until we have our first customers behind the wheel of Lucid Air.
The final finesse
I am wholly committed to delivering
a groundbreaking EV. If this means it will take a bit more time, then this is what we must do. I’ve recently driven the latest
Lucid Air release candidate vehicles built by our manufacturing team in our brand-new factory in Arizona, and I am thrilled
with how the car has come together. It’s the most captivating luxury electric vehicle ever made, with a design inside and out that
will truly delight.
We continue to make final refinements,
and, largely due to COVID-imposed delays, are now tracking toward a start of production as early as we can in the second half of
2021. Between now and then we’ll be sharing more details and video from our testing and validation, so you can closely follow
the progress. We’re pushing hard to build a Lucid Air that truly delivers on every level to elevate the electric vehicle.
In the meantime, come visit one of
our six Studios now open in California and Florida, or check out when a new Lucid Studio is opening in your area.
Best regards,
Peter Rawlinson
CEO, Lucid Motors
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 press release, 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 will file, 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 press release. 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 press release.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
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.
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