Lucid Group, Inc., setting new standards with the award-winning Lucid Air, announced that it has filed a “universal shelf” registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”). The registration statement would allow Lucid to raise up to an aggregate of $8 billion in primary capital in one or more offerings over the three years after the registration statement is declared effective by the SEC. These capital raises could include common stock, preferred stock (including in the form of depositary shares), warrants, debt securities (including convertible debt), purchase contracts, and/or units (which are typically a combination of two or more types of securities). If Lucid decides to raise capital in a future offering using the shelf registration statement, Lucid will describe the specific details of that future offering in a prospectus supplement that is filed with the SEC. However, Lucid is not selling any securities from the shelf registration statement at this time. Lucid believes that a shelf registration on Form S-3 will provide greater flexibility to raise capital in the future.
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In addition, Lucid’s registration statement on Form S-3 would register the resale of existing securities that are currently registered on Lucid‘s Form S-1 shelf registration statement. Lucid recently became eligible to use a Form S-3 registration statement, and Lucid’s Investor Rights Agreement requires Lucid to convert the existing Form S-1 registration statement into a Form S-3 registration statement now that Lucid is eligible to do so. The securities that are being registered for resale by the selling securityholders include shares of common stock that are held by certain of Lucid’s affiliates that are party to Lucid’s Investor Rights Agreement, shares of common stock that Lucid sold in its PIPE private placement in connection with Lucid’s de-SPAC transaction in 2021, the private placement warrants that were originally issued to Churchill Sponsor IV LLC and remain subject to a lock-up agreement, and shares of common stock that Lucid may issue to holders of the private placement warrants upon the exercise of those warrants. The selling securityholders may not use the S-3 registration statement to resell their securities until the S-3 registration statement is declared effective by the SEC.
The registration statement on Form S-3 has been filed with the SEC but is not yet effective. These securities may not be sold nor may offers to buy be accepted under the Form S-3 registration statement prior to the time the Form S-3 registration statement becomes effective. This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities that are proposed to be registered on the Form S-3, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Any offer of securities will occur solely by means of the prospectus included in the registration statement and one or more prospectus supplements that would be issued at the time of the offering.