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
The following communication was made available by Lucid
Motors on its employee Intranet on March 23, 2021:
LUCID SPAC FAQ
The following FAQs are being provided
to help you better understand the proposed transaction and work more effectively with your financial and tax advisors.
What are the basic terms of the
proposed SPAC transaction with Churchill Capital Acquisition Corp IV?
Answer:
The exact mechanics of the transaction are complex. The basic construct is that Atieva, Inc. d/b/a Lucid Motors (“Lucid”)
will merge into a subsidiary of Churchill Capital Acquisition Corp IV (“Churchill”), and Churchill will be renamed
“Lucid Group, Inc.” All outstanding Lucid common shares, options, RSUs and warrants will be converted into shares
of common stock, options, RSUs and warrants of Lucid Group Inc.
What is a SPAC?
Answer:
A SPAC is a “special purpose acquisition company,” also sometimes referred to as a “blank check” company.
A SPAC raises a pool of capital
in an IPO and then searches for a company to “take public” by investing the proceeds from the IPO into that company
via a business combination, which is often combined with a separate “PIPE” investment (private investment in public
equity).
What will we get as part of the
merger?
Answer:
Lucid shareholders will receive a total of $11.75 billion plus any net cash on Lucid’s balance sheet, in the form of shares
of Lucid Group, Inc. Class A common stock based on a value of $10.00 per share. Issued and unexercised options to purchase Lucid
common shares, whether vested or unvested, will become options to purchase shares of Lucid Group, Inc. common stock. Lucid RSUs
will become Lucid Group, Inc. RSUs. Lucid warrants will become warrants to acquire common stock of Lucid Group, Inc. The amount
of Lucid Group, Inc. options, RSUs and warrants each holder will receive will be based on an exchange ratio which is described
below (see “How many shares in the public company do I get?” and “What if I have never exercised any
of my vested options and I don’t want to exercise them now? What do I have to do?”).
It is expected that our majority
shareholder will continue to hold a majority of the outstanding voting power of Lucid Group, Inc. immediately following the closing
of the merger.
Where does the $10 per share come
from?
Answer:
When Churchill went public in July 2020, it raised $2.07 billion by selling 207 million units for $10.00 per unit. The units included
Class A common stock of Churchill and one-fifth of one redeemable warrant to purchase Class A common stock of Churchill. Churchill
was formed solely for the purpose of finding and merging with a company like ours. The shares of Class A common stock that Lucid
stockholders will receive are valued at $10.00 per share for purposes of the merger agreement. The Churchill Class A common stock,
which will be Lucid Group, Inc. common stock after the closing of the transaction, also trades on the New York Stock Exchange.
The entity that formed Churchill
(called the “sponsor”) also holds shares of Class B common stock in Churchill and warrants to purchase Class A common
stock of Churchill, some of which the sponsor agreed to forfeit under certain conditions, subject to earn-back provisions.
How many shares in the public company
do I get?
You will receive shares of Class
A common stock of Lucid Group, Inc. depending on an exchange ratio that takes into consideration the total number of shares, vested
options and warrants outstanding before the closing of the merger. The exchange ratio is based on a formula which includes factors
that will remain dynamic and subject to change until the day that the merger closes. Although the exchange ratio is not yet precisely
known, we expect that every Lucid common share will be exchanged for at least two shares of Lucid Group, Inc. Class A common stock
(e.g. if you hold 1,000 Lucid common shares, then those shares will convert into 2,000 shares or more of Lucid Group, Inc. common
stock).
What are my shares worth?
Answer:
It depends. After the transaction closes, the shares of Lucid Group, Inc. Class A common stock will be listed on a public exchange
under a new trading symbol, “LCID,” and their value will be the then-current trading price, which will depend on a
lot of different factors that will impact the trading price.
How do I find out the number of
Lucid shares I currently own and/or how many vested or unvested options I have?
Answer:
At Shareworks (www.shareworks.com). You should have an active Shareworks account and once logged-in, you can find out your
current share holdings, options holdings and how many of your options are vested and unvested. If you do not have a Shareworks
account or are having issues accessing your Shareworks account, please email stockquestions@lucidmotors.com.
If I currently have Lucid vested
options, but I have yet to exercise my options and become a shareholder, can I exercise my options before the merger closes?
Answer:
We are currently allowing employees to exercise their vested incentive stock options. The exercise of non-qualified stock options,
however, is suspended. Since the date that we received a letter of intent to enter into a SPAC merger, we have been unable to
confirm the fair market value of Atieva, Inc. common shares with precision, which impacts our ability to calculate tax withholdings
on non-qualified option exercises. We intend to implement re-enable the exercise of non-qualified options soon and will notify
you when that is available. Note that we will also announce a deadline to exercise options before the merger closes, and exercises
will not be permitted for any options until a specified date after the merger closes.
Does this mean we are a public company
now?
Answer:
The announcement of the merger with Churchill does not make us a public company, nor does it guarantee that we will close the
merger. There are several steps left to take. Churchill filed a registration statement with the Securities and Exchange Commission,
which is under review with the SEC. We anticipate that the SEC will provide comments to the registration statement, to which Churchill
will respond, before the SEC will declare it effective. After the registration statement is effective, we will communicate with
all shareholders regarding the process to receive their shares of Churchill common stock. The transaction is expected to close
in the second quarter of 2021.
However, it is important to
note that Churchill is a public company, and Lucid employees should not trade in the securities of Churchill (shares, warrants
or any derivative instrument), because securities of Churchill will now trade based on the market’s perception of Lucid.
You
must also refrain from sharing any information about Lucid that is non-public and that might be deemed “material”
with respect to Churchill or Lucid. “Materiality” is a vague concept under the securities laws, but material information
is generally information that might impact a reasonable investor’s investment decision with respect to a security. Information
about developments with respect to the Lucid Air, including specifications, performance and SOP timing, are particularly sensitive,
as are projections, operating results, valuation, and other business or market developments. When in doubt, it is best to exercise
caution. In particular, you should avoid making statements in social media or other public forums. If you have any questions,
please contact mergerquestions@lucidmotors.com.
If
you currently hold any securities of Churchill, please reach out to mergerquestions@lucidmotors.com.
What can or can’t I tell my
friends/family if they are interested in buying Lucid stock when available?
Answer:
You may get questions from investors, business partners, even family and friends. If that happens, it is critical that sensitive
internal information, including information relating to the Lucid Air and any future plans, is kept strictly confidential.
It is very important that everyone
refrain from making any comments about our financial performance, the merger or future plans to anyone outside of the company.
Company communications must
remain internal and are not to be shared with anyone outside of Lucid—this includes information or statements about the
merger (including any of the information we share with you about it, such as this FAQ), and any material non-public information
as noted above.
This expectation extends to
all communication channels such as e-mail, Twitter, Facebook, blogs, conversations with vendors, friends, family, etc.
If
you are contacted by anyone outside of the company, including media, industry analysts, or investors, regarding our planned business
combination, please direct them to media@lucidmotors.com.
This is very important,
and we ask for everyone’s help in protecting our information as failing to do so may impact the transaction.
Can I buy/sell/trade shares of Churchill’s
Class A common stock?
Answer:
In short, no. Please don’t trade shares of Churchill’s Class A common stock, warrants or any related products like
options, futures, or other derivatives.
We’re working on some
additional policies and guidelines that’ll help keep you out of trouble on this front. Those will be coming between now
and closing. But for now, please continue to live by a simple rule: don’t trade Churchill securities.
Are there any tax consequences for
me if I exercise my options?
Answer:
Depending on each individual’s situation, there could be tax consequences, and some of those tax consequences could be immediate
and irreversible. You should consult a tax advisor to determine the potential tax consequences of exercising an option and how
your exercise will be treated on your tax return. You can receive a rough estimate of potential tax consequences in Shareworks.
What if I have never exercised any
of my vested options and I don’t want to exercise them now? What do I have to do?
Answer:
Nothing. If you decide not to exercise your vested options before the merger closes, you don’t have to do anything. Your
vested options (and any unvested options you might also have) will be converted into options to purchase Lucid Group, Inc. Class
A common stock at the exchange ratio referenced above and the strike price will be adjusted accordingly. The option will continue
to vest and be exercisable in accordance with the terms in your stock option award agreement, subject only to the outside time
limit on exercises as noted in the grant document.
What if none of my options are vested?
What do I have to do?
Answer:
Nothing. All of your options will be converted into options to purchase Lucid Group, Inc. Class A common stock at the same exchange
ratio referenced above, and the strike price will be adjusted accordingly. The option will continue to vest and be exercisable
in accordance with the terms in your stock option award agreement. For example, if you hold 1,000 stock options with a strike
price of $2.00 per share and the final exchange ratio is 2 shares of Lucid Group, Inc. for every 1 share of Atieva, Inc., after
the merger closes you should have 2,000 stock options (i.e. 1,000 x 2) with a strike price of $1.00 per share (i.e. $2.00 / 2).
After the merger closes, can I freely
sell my shares of Lucid Group, Inc. Class A common stock or exercise and sell my vested options and warrants?
Answer:
Not right away. A 180-day “lock-up” period will apply to all Lucid Group, Inc. Class A common stock issued to Lucid
shareholders at closing and the Lucid Group, Inc. options, RSUs and warrants into which Lucid options, RSUs and warrants are converted.
During this 180-day period, with limited exceptions, you will be restricted from selling, offering or contracting to sell, pledging,
lending or otherwise transferring your shares.
What do I do next?
Answer:
If you are considering exercising any of your options, or you have other questions, please consult a tax advisor
to help you determine what you should do.
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.
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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