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As filed with the Securities and Exchange Commission on June 11, 2021

Registration No. 333-254543

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to

FORM S-4

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

CHURCHILL CAPITAL CORP IV

(Exact name of registrant as specified in its charter)

	Delaware			6770			85-0891392
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

640 Fifth Avenue, 12th Floor
New York, NY, 10019
Telephone: (212) 380-7500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Klein
Chief Executive Officer
640 Fifth Avenue, 12th Floor
New York, NY, 10019
Telephone: (212) 380-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael J. Aiello
Matthew J. Gilroy
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007

Peter Rawlinson, CEO
Jonathan Butler, General Counsel
Atieva, Inc., d/b/a Lucid Motors
7373 Gateway Blvd.
Newark, CA 94560

Lee Hochbaum
Emily Roberts
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☒
				Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)(4)
Class A Common Stock, $0.0001 par value per share	1,215,000,000	$10.00	$12,150,000,000.00	$1,325,565.00

(1)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant estimated to be issued in connection with the merger described herein.

(2)

Computed in accordance with Rule 457 of the Securities Act.

(3)

Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.

(4)

The registrant previously paid the registration fee in connection with a prior filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This proxy statement/prospectus relates to an Agreement and Plan of Merger, dated February 22, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Churchill Capital Corp IV, a Delaware corporation (“we,” “us,” “our” or “Churchill”), Air Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill (“Merger Sub”), and Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Lucid”), a copy of which is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into Lucid, with Lucid surviving such merger as a wholly owned subsidiary of Churchill (the “Merger,” and the transactions contemplated by the Merger Agreement, the Transactions”).

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the shareholders of Lucid pursuant to the Merger Agreement will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Lucid and its subsidiaries less (ii) all indebtedness for borrowed money of Lucid and its subsidiaries, in each case as of two business days prior to the Closing Date (the “Equity Value”). The consideration to Lucid Shareholders will be paid entirely in shares of Churchill’s Class A common stock, par value $0.0001 per share (“Churchill’s Class A common stock”) in an amount equal to $10.00 per share.

Each Lucid Common Share issued and outstanding immediately prior to Closing will be automatically surrendered and exchanged for the right to receive a number of shares of Churchill’s Class A common stock equal to the Exchange Ratio (as defined herein) based on the Equity Value. Assuming a Closing Date of July 23, 2021 and that Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date, among other things, we expect that the Exchange Ratio will be approximately 2.595 shares of Churchill's Class A common stock for each issued and outstanding Lucid Common Share.

This proxy statement/prospectus serves as:

•

a proxy statement for the special meeting of Churchill, where Churchill stockholders will vote on, among other things, proposals to (i) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) adopt the proposed second amended and restated certificate of incorporation of Churchill; (iii) approve, on a non-binding basis, certain governance provisions in the second amended and restated certificate of incorporation of Churchill, (iv) approve and adopt the Lucid Group, Inc. 2021 Stock Incentive Plan and the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached as an appendix thereto, including the authorization of the initial share reserve thereunder, (v) elect nine directors to serve on the Churchill Board for a term ending on the date of the next annual stockholder meeting, (vi) approve the issuance of the Churchill’s Class A common stock in connection with the Transactions pursuant to the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual; and (vii) approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals; and

•

a prospectus for the shares of Churchill’s Class A common stock that Lucid’s shareholders will receive as Merger Consideration in the Transactions.

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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 11, 2021

CHURCHILL CAPITAL CORP IV

640 Fifth Avenue, 12th Floor
New York, NY 10019

Dear Churchill Capital Corp IV Stockholders,

On behalf of the Churchill board of directors (the “Churchill Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Churchill Capital Corp IV, a Delaware corporation (“Churchill,” “we” or “our”), to be held via live webcast at [•] a.m. Eastern Time, on [•], 2021. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On February 22, 2021, Churchill entered into an Agreement and Plan of Merger (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Churchill, Air Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill (“Merger Sub”), and Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Lucid”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the merger of Merger Sub with and into Lucid, with Lucid surviving such merger as a wholly owned subsidiary of Churchill (the “Merger,” and the transactions contemplated by the Merger Agreement, the Transactions”). Following the consummation of the Transactions, Churchill will change its name to Lucid Group, Inc. We refer to the new public entity following the consummation of the Transactions as “Lucid Group.”

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the shareholders of Lucid pursuant to the Merger Agreement (the “Merger Consideration”) will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Lucid and its subsidiaries less (ii) all indebtedness for borrowed money of Lucid and its subsidiaries, in each case as of two business days prior to the Closing Date (as defined below) (the “Equity Value”) and will be paid entirely in shares of Churchill’s Class A common stock, par value $0.0001 per share (“Churchill’s Class A common stock”) in an amount equal to $10.00 per share. Assuming a Closing Date of July 23, 2021 and that Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date, among other things, we expect that the per share Merger Consideration to shareholders of Lucid will be approximately 2.595 shares of Churchill’s Class A common stock in exchange for each issued and outstanding Lucid Common Share (as defined below). See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

At the special meeting, Churchill stockholders will be asked to consider and vote upon:

(1)

Proposal No. 1 — a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus — we refer to this proposal as the “business combination proposal”;

(2)

Proposal No. 2 — a proposal to approve and adopt the second amended and restated certificate of incorporation of Churchill in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)

Proposal No. 3 — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

(4)

Proposal No. 4 — a proposal to approve and adopt the Lucid Group, Inc. 2021 Stock Incentive Plan, including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex H;

(5)

Proposal No. 5 — a proposal to elect nine directors to serve on the Churchill Board for a term ending on the date of the next annual stockholder meeting, or until their respective successors are duly elected and qualified — we refer to this proposal as the “director election proposal”;

(6)

Proposal No. 6 — a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s (as defined below) Listed Company Manual, (a) the issuance of

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more than 20% of Churchill’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment (as described below) and the issuance of more than 20% of Churchill’s issued and outstanding shares to a single holder (which may constitute a change of control under the NYSE’s Listed Company Manual) and (b) the issuance of shares of Churchill’s Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions — we refer to this proposal as the “NYSE proposal”; and

(7)

Proposal No. 7 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the NYSE proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Churchill common stock at the close of business on [•], 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Churchill Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the NYSE proposal and the adjournment proposal are fair to and in the best interests of Churchill and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the NYSE proposal and “FOR” the adjournment proposal, if presented. When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Churchill stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Churchill stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the NYSE proposal. If any of those proposals are not approved, we will not consummate the Transactions.

To raise additional proceeds to fund the Transactions, Churchill has entered into subscription agreements with certain investment funds (the “PIPE Investors”) (containing commitments to funding that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which Churchill has agreed to issue and sell to the PIPE Investors $2.5 billion of Churchill’s Class A common stock at a purchase price of $15.00 per share, which we refer to as the “PIPE Investment”.

All Churchill stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Churchill’s units, Class A common stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols CCIV.U, CCIV and CCIV WS, respectively. In connection with the Transactions, Churchill has applied to have Churchill's Class A common stock and warrants listed on The Nasdaq Stock Market LLC (“Nasdaq”), and it will change its name to Lucid Group, Inc. Upon the closing of the Transactions, we expect that Churchill’s Class A common stock and warrants will begin trading on Nasdaq under the symbols “LCID” and “LCID.WS” respectively. As a result, Churchill’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

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Churchill will redeem each public share for a full pro rata portion of the trust account holding the proceeds from Churchill’s initial public offering, calculated as of two business days prior to the consummation of the business combination.

Churchill is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Churchill will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Churchill IPO, (b) in which Churchill has total annual gross revenue of at least $1.07 billion, or (c) in which Churchill is deemed to be a large accelerated filer, which means the market value of Churchill’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Churchill has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of Churchill’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 58.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Michael Klein
Chairman of the Board of Directors

[•], 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CHURCHILL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CHURCHILL’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF CHURCHILL STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [•], 2021 and is first being mailed to Churchill stockholders on or about [•], 2021.

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CHURCHILL CAPITAL CORP IV
640 Fifth Avenue, 12th Floor
New York, NY 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2021

TO THE STOCKHOLDERS OF CHURCHILL CAPITAL CORP IV

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Churchill Capital Corp IV, a Delaware corporation (“Churchill,” “we” or “our”), will be held via live webcast at [•] a.m. Eastern Time, on [•], 2021. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of Churchill’s board of directors (the “Churchill Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)

Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus — we refer to this proposal as the “business combination proposal”;

(2)

Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Churchill in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)

Proposal No. 3 — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

(4)

(5)

Proposal No. 5 — To consider and vote upon a proposal to elect nine directors to serve on the Churchill Board for a term ending on the date of the next annual stockholder meeting, or until their respective successors are duly elected and qualified — we refer to this proposal as the “director election proposal”;

(6)

Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (a) the issuance of more than 20% of Churchill’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment (as described below) and the issuance of more than 20% of Churchill’s issued and outstanding shares to a single holder (which may constitute a change of control under the NYSE’s Listed Company Manual) and (b) the issuance of shares of Churchill’s Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions — we refer to this proposal as the “NYSE proposal”; and

(7)

Proposal No. 7 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business

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combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the NYSE proposal - we refer to this proposal as the “adjournment proposal.”

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Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Michael Klein
Chairman of the Board of Directors

[•], 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2009 Plan” are to the Atieva, Inc. 2009 Share Plan duly adopted by the board of directors of Lucid on December 17, 2009;

“2014 Plan” are to the Atieva, Inc. 2014 Share Plan duly adopted by the board of directors of Lucid on May 14, 2014;

“2021 Plan” are to the Atieva, Inc. 2021 Stock Incentive Plan duly adopted by the Compensation Committee of the board of directors of Lucid on January 13, 2021 and approved by Lucid’s shareholders on January 21, 2021;

“amended and restated bylaws” are to the form of amended and restated bylaws of Lucid Group, Inc., attached as Annex C;

“Assumed Warrants” are to warrants of Lucid that are issued and outstanding immediately prior to the Effective Time and not exercised or terminated pursuant to its terms at or immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any party or the holders thereof, which are assumed by Churchill and to be converted into warrants to acquire Churchill’s Class A common stock;

“Available Closing SPAC Cash” are to (x) all amounts in the trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (y) the aggregate amount of cash that has been funded to and remains with Churchill pursuant to the PIPE Subscription Agreements as of immediately prior to the Closing;

“Ayar” are to Ayar Third Investment Company, an affiliate of PIF;

“Churchill” are to Churchill Capital Corp IV, a Delaware Corporation;

“Churchill IPO” are to the initial public offering by Churchill which closed on August 3, 2020;

“Churchill’s Class A common stock” are, prior to consummation of the Transactions, to Churchill’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Class A common stock, par value $0.0001 per share of Lucid Group;

“Churchill’s Class B common stock” are to Churchill’s Class B common stock, par value $0.0001 per share;

“CICA” are to the Companies Act (as amended) of the Cayman Islands;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to the date on which the Transactions are consummated;

“common stock” are to Churchill’s Class A common stock and Churchill’s Class B common stock;

“Company Share Plans” are to the 2009 Plan, the 2014 Plan, the 2021 Plan, in each case as amended from time to time in accordance with their terms, and any other share incentive plan or similar equity-based compensation plan maintained for employees of Lucid or its subsidiaries that may be adopted from time to time;

“completion window” are to the period following the completion of Churchill’s IPO at the end of which, if Churchill has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on August 3, 2022 (or November 3, 2022 if Churchill has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by August 3, 2022);

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“current bylaws” are to Churchill’s bylaws in effect as of the date of this proxy statement/ prospectus;

“current certificate of incorporation” are to Churchill’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Earnback Period” are to the time period between the Closing and the five-year anniversary of the Closing;

“Earnback Triggering Event I” are to the earliest of the following during the Earnback Period: (i) the date on which the volume-weighted average trading sale price of one share of Lucid Group Common Stock quoted on Nasdaq is greater than or equal to $20.00 for any 40 trading days within any 60 consecutive trading day period or (ii) a change in control of Lucid Group pursuant to which stockholders of Lucid Group have the right to receive consideration implying a value per share greater than or equal to $20.00;

“Earnback Triggering Event II” are to the earliest of the following during the Earnback Period: (i) the date on which the volume-weighted average trading sale price of one share of Lucid Group Common Stock quoted on Nasdaq is greater than or equal to $25.00 for any 40 trading days within any 60 consecutive trading day period or (ii) a change in control of Lucid Group pursuant to which stockholders of Lucid Group have the right to receive consideration implying a value per share greater than or equal to $25.00;

“Earnback Triggering Event III” are to the earliest of the following during the Earnback Period: (i) the date on which the volume-weighted average trading sale price of one share of Lucid Group Common Stock quoted on Nasdaq is greater than or equal to $30.00 for any 40 trading days within any 60 consecutive trading day period or (ii) a change in control of Lucid Group pursuant to which stockholders of Lucid Group have the right to receive consideration implying a value per share greater than or equal to $30.00;

“Earnback Triggering Events” are to Earnback Trigger Event I, Earnback Trigger Event II, and Earnback Trigger Event III;

“Effective Time” are to the date and time that the Merger becomes effective;

“Equity Value” are to the sum of (a) $11,750,000,000.00 plus (b) (i) all cash and cash equivalents of Lucid and its subsidiaries less (ii) all indebtedness for borrowed money of Lucid and its subsidiaries, in each case as of two business days prior to the Closing Date;

“Exchange Ratio” are to the quotient, rounded to the nearest thousandth (0.001), obtained by dividing (i) the Per Share Equity Value by (ii) ten dollars ($10.00);

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“founder shares” are to shares of Churchill’s Class B common stock and Churchill’s Class A common stock issued upon the automatic conversion thereof at the time of Churchill’s initial business combination. The founder shares are held of record by the Sponsor as of the record date;

“GAAP” are to accounting principles generally accepted in the United States of America;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; “Holdings” are to Polaris Investment Holdings, L.P.;

“Incentive Plan” are to the Lucid Group, Inc. 2021 Stock Incentive Plan, including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Addendum”) attached thereto;

“Insiders” are to Michael Klein, Jay Taragin, Glenn R. August, William J. Bynum, Bonnie Jonas, Mark Klein, Malcolm S. McDermid and Karen G. Mills;

“Investor Rights Agreement” are to the Investor Rights Agreement, dated as of February 22, 2021, by and among Churchill, the Sponsor, Ayar and certain other parties thereto;

“Lucid” are to Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands;

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“Lucid Common Shares” are to the common shares, par value $0.0001 per share, of Lucid;

“Lucid Equity Awards” are to all issued and outstanding stock options, restricted stock units or other compensatory equity securities in respect of shares of Lucid outstanding as of immediately prior to the closing of the Merger, including, without limitation, any Lucid Options and Lucid RSUs;

“Lucid Group” are to the new public entity following the consummation of the Transactions;

“Lucid Group Awards” are to Lucid Group Options and Lucid Group RSUs;

“Lucid Group Common Stock” are to shares of common stock, par value $0.001 per share, of Lucid Group;

“Lucid Group Options” are to all issued and outstanding options to purchase shares of Lucid Group Common Stock immediately following the Closing of the Merger;

“Lucid Group RSUs” are to all issued and outstanding restricted stock unit awards with respect to shares of Lucid Group Common Stock immediately following the Closing of the Merger;

“Lucid Group Warrants” are to all issued and outstanding warrants to purchase shares of Lucid Group Common Stock immediately following the Closing of the Merger;

“Lucid Options” are to all issued and outstanding options to purchase or otherwise acquire Lucid Common Shares (whether or not vested) held by any person, including Lucid share options granted under any Company Share Plan;

“Lucid Preferred Shares” are to, collectively, Lucid Series A Preferred Shares, Lucid Series B Preferred Shares, Lucid Series C Preferred Shares, Lucid Series D Preferred Shares and Lucid Series E Preferred Shares;

“Lucid RSUs” are to all issued and outstanding restricted stock unit awards with respect to Lucid Common Shares that are outstanding under any Company Share Plan;

“Lucid Series A Preferred Shares” are to the Series A preferred shares, par value $0.0001 per share, of Lucid;

“Lucid Series B Preferred Shares” are to the Series B preferred shares, par value $0.0001 per share, of Lucid;

“Lucid Series C Preferred Shares” are to the Series C preferred shares, par value $0.0001 per share, of Lucid;

“Lucid Series D Preferred Shares” are to the Series D preferred shares, par value $0.0001 per share, of Lucid;

“Lucid Series E Preferred Shares” are to the Series E preferred shares, par value $0.0001 per share, of Lucid;

“Lucid Shares” are to the Lucid Common Shares, Lucid Series A Preferred Shares, Lucid B Preferred Shares, Lucid C Preferred Shares, Lucid Series D Preferred Shares and Lucid Series E Preferred Shares;

“Lucid Total Shares” are to the sum of (i) the aggregate number of issued and outstanding Lucid Shares as of immediately prior to the Effective Time after giving effect to the conversion set forth in Section 3.01 of the Merger Agreement, (ii) the aggregate number of Lucid Shares issuable upon the exercise of all vested Lucid Options as of immediately prior to the Effective Time (including after giving effect to any acceleration of any unvested Lucid Options in connection with the consummation of the Merger), (iii) the aggregate number of Lucid Shares that are subject to vested Lucid RSUs, if any, as of immediately prior to the Effective Time and (iv) the aggregate number of Lucid Shares issuable upon the exercise of all outstanding Lucid Warrants as of immediately prior to the Effective Time;

“Lucid Warrants” are to all issued and outstanding warrants entitling the holder to purchase Lucid Common Shares;

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“memorandum and articles of association” are to Lucid’s Memorandum and Articles of Association, as may be amended from time to time;

“M. Klein and Company” are to M. Klein and Company, LLC, a Delaware limited liability company, and its affiliates;

“Merger” are to the merger of Merger Sub and Lucid, with Lucid surviving such merger as a wholly owned subsidiary of Churchill;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of February 22, 2021, by and among Churchill, Lucid and Merger Sub, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the aggregate consideration to be paid to the shareholders of Lucid pursuant to the Merger Agreement;

“Nasdaq” are to The Nasdaq Stock Market LLC;

“Note” are to the unsecured promissory note issued by Churchill to the Sponsor in an aggregate principal amount of $1,500,000. The Sponsor has the option to convert any unpaid balance of the Note into Working Capital Warrants;

“Per Share Equity Value” are to the quotient, rounded to the nearest cent ($0.01), obtained by dividing (i) the sum of (A) the Equity Value plus (B) the aggregate exercise price of all vested Lucid Options as of immediately prior to the Effective Time (including after giving effect to any acceleration of any unvested Lucid Options in connection with the consummation of the Merger) plus (C) the aggregate exercise price of all outstanding Lucid Warrants as of immediately prior to the Effective Time by (ii) the Lucid Total Shares;

“PIF” are to the Public Investment Fund;

“PIPE Investment” are to the private placement pursuant to which Churchill entered into PIPE Subscription Agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby Churchill has agreed to issue and sell to the PIPE Investors $2.5 billion of Churchill’s Class A common stock at a purchase price of $15.00 per share;

“PIPE Investors” are to the investors participating in the PIPE Investment;

“PIPE Subscription Agreements” are to the common stock subscription agreements entered into by and among Churchill, and the investors party thereto, in each case, dated as of February 22, 2021 and entered into in connection with the PIPE Investment;

“private placement warrants” are to Churchill’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO;

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

“public shares” are to shares of Churchill’s Class A common stock sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

“public stockholders” are to the holders of Churchill’s public shares, including the Sponsor and Churchill’s officers and directors to the extent the Sponsor and Churchill’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“public warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

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“Sponsor” are to Churchill Sponsor IV LLC, a Delaware limited liability company and an affiliate of M. Klein and Company in which certain of Churchill’s directors and officers hold membership interests;

“Sponsor Agreement” are to the Amended and Restated Sponsor Agreement, dated as of February 22, 2021, by and among Churchill, the Sponsor and the Insiders;

“Sponsor Earnback Shares” are to are to those 17,250,000 issued and outstanding shares of Lucid Group Common Stock, comprised of three separate tranches of 5,750,000 shares per tranche, held by the Sponsor that will remain restricted from transfer and subject to potential forfeiture to Lucid Group for no consideration, subject to the occurrence of the applicable Earnback Triggering Events during the Earnback Period;

“Sponsor Earnback Warrants” are to those 14,283,333 issued and outstanding warrants to purchase shares of Lucid Group Common Stock, comprised of three separate tranches of 4,761,111 warrants per tranche, held by the Sponsor that will remain restricted from transfer and subject to potential forfeiture to Lucid Group for no consideration, subject to the occurrence of the applicable Earnback Triggering Events during the Earnback Period;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“trust account” are to the trust account of Churchill that holds the proceeds from the Churchill IPO;

“Voting and Support Agreement” are to Voting and Support Agreement, dated as of February 22, 2021, by and among Churchill, Lucid and Ayar;

“warrants” are to the public warrants, the private placement warrants and the Working Capital Warrants; and

“Working Capital Warrants” are to the warrants to purchase Churchill’s Class A common stock pursuant to the terms of the Note, on terms identical to the terms of the private placement warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

•

Churchill Capital Corp IV, a Delaware corporation, which we refer to as “Churchill,” “we,” “us,” or “our,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

•

On August 3, 2020, Churchill consummated its initial public offering of 207,000,000 units, including 27,000,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of Churchill’s Class A common stock and one-fifth of one warrant, each whole warrant to purchase one share of Churchill’s Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $2,070,000,000. Simultaneously with the consummation of the initial public offering, Churchill consummated the private placement of 42,850,000 warrants at a price of $1.00 per warrant, generating total proceeds of $42,850,000. Transaction costs amounted to $109,714,885 consisting of $36,403,600 of underwriting fees, $72,450,000 of deferred underwriting fees and $861,285 of other offering costs.

•

Following the consummation of the Churchill IPO, $2,070,000,000 was deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except as described in the prospectus for the Churchill IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and Churchill’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

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Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which we refer to as “Lucid,” is a vertically-integrated technology and automotive company that (i) designs, engineers, and builds electric vehicles, electric vehicle powertrains and battery systems in-house using its own equipment and factory, (ii) plans to offer a refined customer experience at its own geographically-distributed retail and service locations and through direct-to-consumer and retail sales, and (iii) boasts a strong product roadmap of future vehicle programs and technologies. Lucid’s focus on in-house technological innovation and a “clean-sheet” approach to engineering and design have led to the development of its groundbreaking electric vehicle, the Lucid Air, which Lucid expects to go into production in the second half of 2021. See the sections entitled “Information About Lucid,” “Lucid’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

•

On February 22, 2021, Churchill entered into an Agreement and Plan of Merger with Lucid and Merger Sub, pursuant to which, among other things, Merger Sub will merge with and into Lucid, with Lucid surviving such merger as a wholly owned subsidiary of Churchill.

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Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the shareholders of Lucid will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Lucid and its subsidiaries less (ii) all indebtedness for borrowed money of Lucid and its subsidiaries, in each case as of two business days prior to the Closing Date (the “Equity Value”). The consideration to Lucid shareholders will be paid entirely in shares of Churchill’s Class A common stock, in an amount equal to $10.00 per share. Each Lucid Common Share issued and outstanding immediately prior to Closing will be automatically surrendered and exchanged for the right to receive a number of shares of Churchill's Class A common stock equal to the Exchange Ratio based on the Equity Value. Assuming a Closing Date of July 23, 2021 and that Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date, among other things, we expect that the Exchange Ratio will be approximately 2.595 shares of Churchill's Class A common stock for each issued and outstanding Lucid Common Share. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

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•

Pursuant to the PIPE Investment, Churchill has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from Churchill $2.5 billion of Churchill’s Class A common stock, in reliance on an exemption from registration under Section 4(a)(2) under the Securities Act, at a purchase price of $15.00 per share.

•

Upon completion of the Transactions, we anticipate that: (1) Lucid shareholders (without taking into account shares of Lucid Group Common Stock issuable to holders of Lucid Group Awards) are expected to hold an ownership interest of 73.4% of the issued and outstanding Lucid Group Common Stock, (2) the Sponsor is expected to hold an ownership interest of 3.2% of the issued and outstanding Lucid Group Common Stock, (3) Churchill’s public stockholders (other than the PIPE Investors) will retain an ownership interest of 13.0% of the issued and outstanding Lucid Group Common Stock and (4) the PIPE Investors are expected to hold an ownership interest of 10.4% of the issued and outstanding Lucid Group Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, (ii) no exercises of warrants to purchase Lucid Group Common Stock, (iii) no forfeitures of any shares or warrants of Lucid Group Common Stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants, (iv) that Lucid Group reserves 108,703,877 shares of Lucid Group Common Stock for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs, (v) Lucid Group sells and issues 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors pursuant to the PIPE Investment and (vi) Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date. If the actual facts are different from these assumptions, the percentage ownership retained by the current Churchill stockholders in Lucid Group will be different.

•

Upon the completion of the Transactions, Lucid’s majority shareholder, Ayar, will hold 62.5% of Lucid Group Common Stock, assuming that no public stockholders exercise their redemption rights in connection with the Transactions and subject to certain other assumptions as set forth in the section entitled “Beneficial Ownership of Securities.” As a result, Lucid Group will be a “controlled company” within the meaning of Nasdaq rules and, as a result, will qualify for exemptions from certain corporate governance requirements. The stockholders of Lucid Group will not have the same protections afforded to stockholders of companies that are subject to such requirements. Ayar will also have the ability to nominate five of the nine directors to the Lucid Group board of directors.

•

Churchill management and the Churchill Board considered various factors in determining whether to approve the Merger Agreement and the Transactions contemplated thereby, including the Merger. For more information about the reasons that the Churchill Board considered in determining its recommendation, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Churchill’s Board of Directors’ Reasons for Approval of the Transactions.” When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Churchill stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Churchill stockholders that they vote “FOR” the proposals presented at the special meeting.

•

At the special meeting, Churchill’s stockholders will be asked to consider and vote on the following proposals:

•

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

•

a proposal to approve and adopt the second amended and restated certificate of incorporation of Churchill in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

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a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

•

a proposal to approve and adopt the Incentive Plan, including the ESPP Addendum, and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

•

a proposal to elect nine directors to serve on the Churchill Board for a term ending on the date of the next annual stockholder meeting, or until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

•

a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (a) the issuance of more than 20% of Churchill’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment and the issuance of more than 20% of Churchill’s issued and outstanding shares to a single holder (which may constitute a change of control under the NYSE’s Listed Company Manual) and (b) the issuance of shares of Churchill’s Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The NYSE Proposal”; and

•

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the NYSE proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

•

Upon consummation of the Transactions, nine directors will be elected to serve on the Churchill Board for a term ending on the date of the next annual stockholder meeting, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

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An assumed Closing Date of July 23, 2021 has been used throughout this proxy statement/prospectus for illustrative purposes only and is not intended to be a projection of the actual Closing Date.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Churchill stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

Why am I receiving this proxy statement/prospectus?

Churchill and Lucid have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and Churchill encourages its stockholders to read it in its entirety. Churchill’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, which, among other things, includes provisions for the Merger of Merger Sub with and into Lucid, with Lucid surviving such merger as a wholly owned subsidiary of Churchill. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

When and where is the Special Meeting?

The special meeting will be held via live webcast on [•], 2021 at [•] a.m. Eastern Time. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

What are the proposals on which I am being asked to vote at the special meeting?

The stockholders of Churchill will be asked to consider and vote on the following proposals at the special meeting:

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately, in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

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a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (a) the issuance of more than 20% of Churchill’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment (as described below) and the issuance of more than 20% of Churchill’s issued and outstanding shares to a single holder (which may constitute a change of control under the NYSE’s Listed Company Manual) and (b) the issuance of shares of Churchill’s Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The NYSE Proposal”; and

Churchill will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Why is Churchill proposing the business combination?

Churchill was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On August 3, 2020, Churchill completed its initial public offering of units, with each unit consisting of one share of its Churchill’s Class A common stock and one-fifth of one warrant, each whole warrant to purchase one share of Churchill’s Class A common stock at a price of $11.50, raising total gross proceeds of approximately $2,070,000,000. Since the Churchill IPO, Churchill’s activity has been limited to the evaluation of business combination candidates.

Lucid is a vertically-integrated technology and automotive company that (i) designs, engineers, and builds electric vehicles, electric vehicle powertrains and battery systems in-house using its own equipment and factory, (ii) plans to offer a refined customer experience at its own geographically-distributed retail and service locations and through direct-to-consumer and retail sales, and (iii) boasts a strong product roadmap of future vehicle programs and technologies. Lucid’s focus on in-house technological innovation and a “clean-sheet” approach to engineering and design have led to the development of its groundbreaking electric vehicle, the Lucid Air, which Lucid expects to go into production in the second half of 2021.

The Churchill Board conducted extensive due diligence on Lucid’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The Churchill Board considered the results of the diligence review, including Lucid’s innovative, validated technologies, its in-house manufacturing capabilities, direct to consumer sales, model, robust product pipeline, the untapped potential in battery storage solutions and hardware technology licensing, its large addressable market, as well as the Lucid management team’s track record of bringing disruptive

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products to market. As a result, Churchill believes that a business combination with Lucid will provide Churchill stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Churchill Board of Directors’ Reasons for Approval of the Transactions.”

Why is Churchill providing stockholders with the opportunity to vote on the business combination?

Under our current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

What will happen in the business combination?

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Churchill will acquire Lucid in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the closing of the business combination contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into Lucid, with Lucid surviving the Merger as a wholly owned subsidiary of Churchill.

Following the business combination, will Churchill’s securities continue to trade on a stock exchange?

Yes. We have applied to have Churchill’s Class A common stock and public warrants listed on Nasdaq. In connection with the business combination, Churchill will change its name to Lucid Group, Inc., and upon the Closing, we expect that and Churchill’s Class A common stock and warrants will begin trading on Nasdaq under the symbols “LCID” and “LCID.WS” respectively. As a result, Churchill’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

How will the business combination impact the shares of Churchill outstanding after the business combination?

Upon completion of the Transactions, we anticipate that: (1) Lucid shareholders (without taking into account shares of Lucid Group Common Stock issuable to holders of Lucid Group Awards) are expected to hold an ownership interest of 73.4% of the issued and outstanding Lucid Group Common Stock, (2) the Sponsor is expected to hold an ownership interest of 3.2% of the issued and outstanding Lucid Group Common Stock, (3) Churchill’s public stockholders (other than the PIPE Investors) will retain an ownership interest of 13.0% of the issued and outstanding Lucid Group Common Stock and (4) the PIPE Investors are expected to hold an ownership interest of 10.4% of the issued and outstanding Lucid Group Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, (ii) no exercises of warrants to purchase Lucid Group Common Stock, (iii) no forfeitures of any shares or warrants of Lucid Group Common Stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants, and (iv) that Lucid Group reserves 108,703,877 shares of Lucid Group Common Stock for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs, (v) Lucid Group sells and issues 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors pursuant to the PIPE Investment and (vi) Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date. If the actual facts are different from these assumptions, the percentage ownership retained by the current Churchill stockholders in Lucid Group will be different.

Will the management of Lucid change in the business combination?

We anticipate that all of the executive officers of Lucid will remain with Lucid Group. In addition, Peter Rawlinson, Turqi Alnowaiser, Glenn R. August, Nancy Gioia, Frank Lindenberg, Andrew Liveris,

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Nichelle Maynard-Elliott, Tony Posawatz and Janet Wong have each been nominated to serve as directors of Lucid Group following completion of the business combination. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

What equity stake will current Churchill stockholders and Lucid shareholders hold in Lucid Group immediately after the consummation of the Transactions?

As of the date of this proxy statement/prospectus, there are (i) 258,750,000 shares of common stock issued and outstanding, which includes the 51,750,000 founder shares held by the Sponsor and the 207,000,000 public shares, (ii) 84,250,000 warrants issued and outstanding, which includes the 42,850,000 private placement warrants held by the Sponsor and the 41,400,000 public warrants, and (iii) up to 1,500,000 additional warrants that may be issued pursuant to the Sponsor’s option to convert any unpaid balance of the issued and outstanding Note into Working Capital Warrants at a price of $1.00 per warrant. Each whole warrant entitles the holder thereof to purchase one share of Churchill’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of Lucid Group Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Transactions) the Churchill fully diluted share capital would be 344,500,000 common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) Lucid shareholders (without taking into account shares of Lucid Group Common Stock issuable to holders of Lucid Group Awards) are expected to hold an ownership interest of 73.4% of the issued and outstanding Lucid Group Common Stock, (2) the Sponsor is expected to hold an ownership interest of 3.2% of the issued and outstanding Lucid Group Common Stock, (3) Churchill’s public stockholders (other than the PIPE Investors) will retain an ownership interest of 13.0% of the issued and outstanding Lucid Group Common Stock and (4) the PIPE Investors are expected to hold an ownership interest of 10.4% of the issued and outstanding Lucid Group Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, (ii) no exercises of warrants to purchase Lucid Group Common Stock, (iii) no forfeitures of any shares or warrants of Lucid Group Common Stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants, and (iv) that Lucid Group reserves 108,703,877 shares of Lucid Group Common Stock for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs, (v) Lucid Group sells and issues 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors pursuant to the PIPE Investment and (vi) Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date. If the actual facts are different from these assumptions, the percentage ownership retained by the current Churchill stockholders in Lucid Group will be different.

The following table illustrates varying ownership levels in Lucid Group immediately following the consummation of the Transactions based on the assumptions above:

	Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)(5)
	Number of Shares		% Ownership		Number of Shares		% Ownership
Lucid shareholders(1)		1,170,324,704		73.4%		1,170,324,704		82.6%
Churchill Sponsor(2)		51,750,000		3.2%		51,750,000		3.6%
Churchill public stockholders		207,000,000		13.0%		29,973,271		2.1%
PIPE Investors(3)		166,666,667		10.4%		166,666,667		11.7%
Total(4)		1,595,741,371		100.0%		1,418,714,642		100.0%

(1)

Excludes an estimated 108,703,877 shares of Lucid Group Common Stock to be reserved for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs.

(2)

The 51,750,000 shares beneficially owned by the Sponsor includes the 17,250,000 Sponsor Earnback Shares, which will be restricted from transfer, subject to the occurrence of the Earnback Triggering

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Events during the Earnback Period. Any such shares not released from these transfer restrictions during the Earnback Period will be forfeited back to Lucid Group for no consideration.

(3)

Reflects the sale and issuance of 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors at $15.00 per share, of which Ayar has agreed to purchase 13,333,333 of such shares.

(4)

Excludes the 84,250,000 warrants issued and outstanding, which includes the 42,850,000 private placement warrants held by the Sponsor and the 41,400,000 public warrants, and up to 1,500,000 additional warrants that may be issued pursuant to the Sponsor’s option to convert any unpaid balance of the issued and outstanding Note into Working Capital Warrants at a price of $1.00 per warrant. The 42,850,000 private warrants beneficially owned by the Sponsor includes the 14,283,333 Sponsor Earnback Warrants, which will be restricted from transfer, subject to the occurrence of the Earnback Triggering Events during the Earnback Period. Any such warrants not released from these transfer restrictions during the Earnback Period will be forfeited back to Lucid Group for no consideration.

(5)

Assumes maximum redemptions of 177,026,729 public shares of Churchill’s Class A common stock in connection with the Transactions at approximately $10.00 per share based on trust account figures as of March 31, 2021.

See the subsection entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Lucid Group’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Will Churchill obtain new financing in connection with the Transactions?

Yes. Churchill has entered into subscription agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with the PIPE Investors, pursuant to which Churchill has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to buy from Churchill $2.5 billion of Churchill’s Class A common stock at a purchase price of $15.00 per share. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Transactions.”

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement, including the expiration or termination of the applicable waiting period under the HSR Act (which occured on April 7, 2021) and the approval by the stockholders of Churchill of the business combination proposal, the NYSE proposal, the charter proposal, the incentive plan proposal and the director proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

Are there any arrangements to help ensure that Churchill will have sufficient funds, together with the proceeds in its trust account and from the PIPE Investment, to fund the aggregate purchase price?

The Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, Churchill having at least $5,000,001 of net tangible assets as of the closing of the Transactions. Additionally, the obligations of Lucid to consummate the Transactions are conditioned upon, among others, the amount of cash available in Churchill’s trust account plus the aggregate amount of cash that has been funded to and remains with Churchill pursuant to the PIPE Investment as of immediately prior to closing being least $2.8 billion.

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Transactions.”

What happens if I sell my shares of Churchill’s Class A common stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Churchill’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those

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shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Churchill’s Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Churchill’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

What constitutes a quorum at the special meeting?

A majority of the voting power of all issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, [•] shares of our common stock would be required to be present at the special meeting to achieve a quorum.

Churchill’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

What vote is required to approve the proposals presented at the special meeting?

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the NYSE proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of Churchill’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the NYSE proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of a majority of Churchill’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Churchill’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Churchill stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

How many votes do I have at the special meeting?

Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of [•], 2021, the record date for the special meeting. As of the close of business on the record date, there were [•] outstanding shares of our common stock.

Why is Churchill proposing the governance proposal?

As required by applicable SEC guidance, Churchill is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the second amended and restated certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, Churchill is required to submit these provisions to its stockholders

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separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on Churchill and the Churchill Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section entitled “Proposal No. 3 — The Governance Proposal.”

Do I have redemption rights?

If you are a holder of public shares, you have the right to demand that Churchill redeem such shares for a pro rata portion of the cash held in Churchill’s trust account. Churchill sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under Churchill’s current certificate of incorporation, the business combination may be consummated only if Churchill has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash.

How do I exercise my redemption rights?

If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Churchill redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to Churchill’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $[•] or $[•] per share, as of [•], 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Churchill’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to Churchill’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Churchill’s transfer agent return the shares (physically or electronically). You may make such request by contacting Churchill’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Churchill’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if the business combination is consummated, Churchill will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Churchill common stock for cash.

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Do I have appraisal rights if I object to the proposed business combination?

No. Neither Churchill stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of Churchill Stockholders — Appraisal Rights.”

What happens to the funds deposited in the trust account after consummation of the business combination?

The net proceeds of the Churchill IPO, a total of $2,070,000,000, were placed in the trust account immediately following the Churchill IPO. After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $72,450,000 as deferred underwriting commissions) and to fund the Merger Consideration. Please see the section entitled “Proposal No. 1 — The Business Combination — Sources and Uses of Funds for the Transactions.”

What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

Churchill’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

What happens if the business combination is not consummated?

If Churchill does not complete the business combination with Lucid for whatever reason, Churchill would search for another target business with which to complete a business combination. If Churchill does not complete a business combination with Lucid or another target business by August 3, 2022 (or November 3, 2022 if Churchill has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by August 3, 2022), Churchill must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor and the Insiders have no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Churchill’s outstanding warrants. Accordingly, the warrants will be worthless.

How does the Sponsor intend to vote on the proposals?

The Sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Churchill’s common stock as of the record date. The Sponsor and the Insiders have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions. The Sponsor and Insiders may have interests in the Transactions that may conflict with your interests as a stockholder, see the sections entitled “Summary of the Proxy statement/prospectus — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

When do you expect the business combination to be completed?

It is currently anticipated that the business combination will be consummated promptly following the Churchill special meeting which is set for [•], 2021, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Transactions.”

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What do I need to do now?

Churchill urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Churchill. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

How do I vote?

The special meeting will be held via live webcast at [•] a.m. Eastern Time, on [•], 2021. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of Churchill common stock on [•], 2021, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

How will a broker non-vote impact the results of each proposal?

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders of record may send a later-dated, signed proxy card to Churchill’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Churchill’s transfer agent, which must be received prior to the vote at the special meeting.

What happens if I fail to take any action with respect to the special meeting?

If you fail to take any action with respect to the special meeting and the business combination is

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approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Churchill shares.

Who can help answer my questions?

If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Churchill Capital Corp IV
640 Fifth Avenue, 12th Floor
New York, NY 10019
Tel: (212) 380-7500
Email: info@churchillcapitalcorp.com

or:

407 Broadway – 27th Floor
New York, New York 10018
Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about Churchill from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to Churchill’s transfer agent at the address below prior to the vote at the special meeting. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

The Parties

Churchill

Churchill Capital Corp IV is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Churchill was incorporated under the laws of Delaware on April 30, 2020.

On August 3, 2020, Churchill closed its initial public offering of 207,000,000 units, including the exercise of the over-allotment option to the extent of 27,000,000 units, with each unit consisting of one share of its Class A common stock and one-fifth of one warrant, each whole warrant to purchase one share of its Class A common stock at a purchase price of $11.50 per share, subject to adjustment as provided in Churchill’s final prospectus filed with the Securities and Exchange Commission on July 30, 2020 (File No. 333-239856). The units from the Churchill IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $2,070,000,000.

Simultaneously with the consummation of the Churchill IPO and the exercise of the underwriters’ over-allotment option, Churchill consummated the private sale of 42,850,000 warrants at $1.00 per warrant for an aggregate purchase price of $42,850,000. A total of $2,070,000,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Churchill IPO was conducted pursuant to a registration statement on Form S-1 that became effective on July 29, 2020. As of [•], 2021, the record date for the special meeting, there was approximately $[•] held in the trust account.

Churchill’s units, Class A common stock and warrants are listed on the NYSE under the symbols CCIV.U, CCIV and CCIV WS, respectively. Upon the Closing, we expect that Churchill's Class A common stock and public warrants will begin trading on Nasdaq under the symbols “LCID” and “LCID.WS,” respectively.

The mailing address of Churchill’s principal executive office is 640 Fifth Avenue, 12th Floor, New York, NY 10019. Its telephone number is (212) 380-7500. After the consummation of the business combination, its principal executive office will be that of Lucid.

Merger Sub

Air Merger Sub, Inc. is a wholly owned subsidiary of Churchill formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on February 19, 2021. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 640 Fifth Avenue, 12th Floor, New York, NY 10019. Its telephone number is (212) 380-7500. After the consummation of the business combination, Merger Sub will cease to exist as a separate legal entity.

Lucid

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and factory, (ii) plans to offer a refined customer experience at its own geographically-distributed retail and service locations and through direct-to-consumer and retail sales, and (iii) boasts a strong product roadmap of future vehicle programs and technologies. Lucid’s focus on in-house technological innovation and a “clean-sheet” approach to engineering and design have led to the development of its groundbreaking electric vehicle, the Lucid Air, which Lucid expects to go into production in the second half of 2021.

The Lucid Air is a luxury electric sedan that redefines both the luxury car segment and the electric vehicle space. Lucid’s Space Concept underpins its design, merging a spacious interior with a smaller exterior profile that is reminiscent of a high-performance sports car. This achievement is enabled by Lucid’s miniaturized drive-train components, which also result in increased storage capacity.

The Lucid Air will be manufactured at Lucid’s greenfield electric vehicle manufacturing facility in Casa Grande, Arizona. Lucid plans to sell vehicles directly to consumers through both its retail sales network and through direct online sales. Lucid is also establishing an in-house vehicle service footprint, with brick-and-mortar service centers in various geographies and a planned mobile service fleet.

Lucid expects to launch additional vehicles over the coming decade. Lucid has already commenced engineering and design work for Project Gravity, a luxury sports utility vehicle that is expected to leverage the same platform as the Lucid Air and many of the technological advancements developed for the Lucid Air. Lucid expects to begin production of Project Gravity at the end of 2023. After the Lucid Air and Project Gravity, Lucid plans to leverage its technological and manufacturing advancements to develop and manufacture progressively more affordable vehicles in higher volumes.

Lucid further believes that its battery systems expertise positions it to produce compelling stationary energy storage system products. Beyond the sale of Lucid branded vehicles, Lucid believes that its technological prowess and manufacturing capabilities present a further opportunity to generate revenue and combat climate change through the sale or licensing of electric vehicle powertrain and battery technology.

Emerging Growth Company

Churchill is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statement/prospectus, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Churchill’s securities less attractive as a result, there may be a less active trading market for Churchill’s securities and the prices of its securities may be more volatile.

The Business Combination Proposal

Structure of the Transactions

On February 22, 2021, Churchill entered into the Merger Agreement with Merger Sub and Lucid. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into Lucid with Lucid surviving such merger as a wholly owned subsidiary of Churchill.

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Merger Consideration

Lucid will take all actions necessary or appropriate so that, immediately prior to closing, all of the Lucid Preferred Shares will be converted into Lucid Common Shares in accordance with the terms of Lucid’s memorandum and articles of association (the “Conversion”). All of the Lucid Preferred Shares converted into Lucid Common Shares shall no longer be outstanding, and each holder of Lucid Preferred Shares shall thereafter cease to have any rights with respect to such Lucid Preferred Shares.

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to Lucid shareholders and holders of vested options to purchase Lucid Common Shares (the “Aggregate Consideration”) will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Lucid and its subsidiaries less (ii) all indebtedness for borrowed money of Lucid and its subsidiaries, in each case as of two business days prior to the Closing Date. The consideration to Lucid shareholders will be paid entirely in shares of Churchill’s Class A common stock, in an amount equal to $10.00 per share.

Each Lucid Common Share issued and outstanding immediately prior to Closing will be automatically surrendered and exchanged for the right to receive a number of shares of Churchill’s Class A common stock equal to the Exchange Ratio based on the Equity Value. Assuming a Closing Date of July 23, 2021 and that Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date, among other things, we expect that the Exchange Ratio will be approximately 2.595 shares of Churchill’s Class A common stock each issued and outstanding Lucid Common Share. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

At the Effective Time, by virtue of the Merger and without any further action on the part of Churchill, Merger Sub, Lucid, any holder of Lucid Shares or the holders of any securities of Churchill, the following will occur:

Each Lucid Common Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares (each as defined below)) will be automatically surrendered and exchanged for the right to receive the per share Merger Consideration, in each case in accordance with the terms of the Merger Agreement.

Each issued and outstanding share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable common shares, par value US $1.00 per share, of Lucid as the surviving entity, which will constitute the only outstanding common shares of Lucid as the surviving entity.

Each Lucid Share held in Lucid’s treasury or owned by Churchill, Merger Sub or Lucid immediately prior to the Effective Time (each, an “Excluded Share”) will automatically be cancelled and surrendered (as applicable) and no consideration will be paid or payable with respect thereto.

For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Transactions.”

Exchange and Fractional Shares

Immediately prior to or at the Effective Time, Churchill will deposit, or cause to be deposited, with Continental Stock Transfer & Trust Company (the “Exchange Agent”) evidence in book-entry form of shares of Churchill’s Class A common stock representing the number of shares of Churchill’s Class A common stock sufficient to deliver the Merger Consideration.

At or prior to the Effective Time, Churchill will instruct the Exchange Agent to issue to each shareholder of Lucid the portion of the Merger Consideration to which that shareholder of Lucid is entitled pursuant to the Merger Agreement at or promptly after the Closing.

Notwithstanding anything to the contrary as described in the Merger Agreement, no fraction of a share of Churchill’s Class A common stock will be issued by virtue of the Merger Agreement or the transactions contemplated thereby, and each shareholder of Lucid who would otherwise be entitled to a fraction of a share of Churchill’s Class A common stock (after aggregating all shares of Churchill’s Class A

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common stock to which such shareholder of Lucid otherwise would be entitled) will instead have the number of shares of Churchill’s Class A common stock issued to such shareholder of Lucid rounded up or down to the nearest whole share of Churchill’s Class A common stock (with 0.5 of a share or greater rounded up), as applicable.

Treatment of Lucid Equity Awards

Lucid Option Awards

At the Effective Time, each issued and unexercised option to purchase shares Lucid Common Shares (whether or not vested) will be assumed by Churchill and become an option to purchase shares of Churchill’s Class A common stock, on the same terms and conditions as applied to each such option immediately prior to the Effective Time, except that (A) the number of shares of Churchill’s Class A common stock subject to such option will equal the product of (i) the number of Lucid Common Shares that were subject to such option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share, and (B) the per-share exercise price will equal the quotient of (1) the exercise price per share of Lucid Common Shares at which such option was exercisable immediately prior to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent. All incentive stock options (“ISOs”) will be adjusted in accordance with the requirements of Section 424 of the Code and will be adjusted in a manner that complies with Section 409A of the Code.

Lucid Restricted Stock Unit Awards

At the Effective Time, each outstanding Lucid restricted stock unit (“RSU”) will be assumed by Churchill and become an RSU with respect to shares of Churchill’s Class A common stock, on the same terms and conditions as applied to each such RSU immediately prior to the Effective Time, except that (A) the number of shares of Churchill’s Class A common stock subject to such RSU will equal the product of (i) the number of Lucid Common Shares that were subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share.

Lucid Warrants

At the Effective Time, each outstanding Lucid warrant will be assumed by Churchill and become a warrant to acquire shares of Churchill’s Class A common stock, on the same terms and conditions as applied to each such warrant immediately prior to the Effective Time, except that (A) the number of shares of Churchill’s Class A common stock subject to such warrant will equal the product of (i) the number of Lucid Common Shares that were subject to such warrant immediately prior to the Effective Time divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. As of the Effective Time, all Lucid Warrants will no longer be outstanding.

Lucid Shareholder Appraisal/Dissenter’s Rights

Under Cayman law, the Lucid Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who will have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Cayman law (collectively, the “Dissenting Shares”; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) will not be not be entitled to receive the per share Merger Consideration as provided in the Merger Agreement, but instead at the Effective Time the holders of Dissenting Shares will be entitled to receive the fair value of such Dissenting Shares in accordance Cayman law and such Dissenting Shares will no longer be outstanding and will automatically be cancelled and will cease to exist. Notwithstanding the foregoing, if any such holder will fail to perfect or otherwise will waive, withdraw or lose the right to dissent under Cayman law, then the right of such holder to be paid the fair value of such holder’s Lucid Shares under Cayman law will cease and such Lucid Shares will be deemed to have been surrendered and exchanged at the Effective Time for the right to receive the per share Merger Consideration as provided in the Merger Agreement without interest or any other payments. In the event that any written notices of objection to the Merger are served by any holder pursuant to Cayman law, Lucid will serve written notice of the

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authorization of the Merger on such holders pursuant to Cayman law within twenty (20) days of the authorization of the Plan of Merger (as defined in the Merger Agreement).

Related Agreements

Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and which is incorporated by reference in this proxy statement/prospectus. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the business combination.

Closing and Effective Time of the Transactions

The closing of the Transactions will take place promptly following the satisfaction or waiver of the conditions described below under the subsection entitled “Conditions to Closing of the Transactions,” unless Churchill and Lucid agree in writing to another time or unless the Merger Agreement is terminated. The Transactions are expected to be consummated promptly after the approval of Churchill’s stockholders at the special meeting of such stockholders described in this proxy statement/prospectus.

Representations and Warranties

The Merger Agreement contains representations and warranties of Lucid relating, among other things, to:

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corporate organization;

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subsidiaries;

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the authorization, performance and enforceability of the Merger Agreement and the Transaction Agreements (as defined in the Merger Agreement);

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no conflict;

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consent, approval or authorization of governmental authorities;

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current capitalization;

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capitalization of subsidiaries;

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financial statements;

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absence of undisclosed liabilities;

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litigation and proceedings;

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compliance with laws;

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contracts and absence of defaults;

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benefit plans;

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labor matters;

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taxes;

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insurance;

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permits;

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machinery, equipment and other tangible property;

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real property;

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intellectual property and IT security;

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environmental matters;

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absence of material adverse effect and certain changes;

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brokers’ fees;

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related party transactions; and

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this proxy statement/prospectus.

The Merger Agreement contains representations and warranties of Churchill and Merger Sub relating, among other things, to:

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corporate organization;

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the authorization, performance and enforceability of the Merger Agreement and Transaction Agreements;

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no conflict;

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litigation and proceedings;

•

consent, approval or authorization of governmental authorities;

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financial ability and trust account;

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brokers’ fees;

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SEC reports, financial statements and Sarbanes-Oxley Act;

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absence of undisclosed liabilities;

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business activities;

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tax matters;

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capitalization;

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NYSE listing;

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the PIPE Investment;

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the Sponsor Agreement;

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related party transactions;

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Investment Company Act of 1940;

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no foreign person(s);

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this proxy statement/prospectus; and

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the fairness opinion of Guggenheim Securities, LLC.

Covenants

The parties have each agreed to use commercially reasonable efforts to obtain certain required consents and approvals so long as any consents required pursuant to any material contract of Lucid or any of its subsidiaries is not otherwise terminable at will, for convenience or upon or after notice of termination is provided by a party thereto. The parties have also agreed to take such other actions as may be reasonably necessary to satisfy the conditions of the other parties as set forth in the Merger Agreement or to otherwise comply with the Merger Agreement and to consummate the Transactions as soon as practicable.

Prior to the closing of the Transactions, Lucid has agreed to, and to cause its subsidiaries to, use commercially reasonable efforts to operate its business in the ordinary course of business consistent with past practices, including recent past practice in light of the current COVID-19 pandemic.

Lucid and Churchill have agreed that, unless otherwise required or permitted under the Merger Agreement, required by law and subject to certain disclosed exceptions, neither Lucid nor its subsidiaries

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will take, among others, the following actions during the interim period between signing of the Merger Agreement and closing of the Transactions without the prior written consent of Churchill (which consent will not be unreasonably conditioned, withheld, delayed or denied):

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change or amend its memorandum and articles of association or other organizational documents, except as otherwise required by law;

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make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly owned subsidiary of Lucid to Lucid or any other wholly owned subsidiaries of Lucid;

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enter into, assume, assign, amend or modify any material term of or terminate any collective bargaining or similar agreement of Lucid or any of its subsidiaries (other than entry into such agreements in the ordinary course of business);

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issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares or any other equity or voting securities of Lucid or any of its subsidiaries or issue or grant any options, warrants or other rights to purchase or obtain any shares or any other equity or voting securities of Lucid, other than (A) issuances of Lucid Options or Lucid RSUs in connection with new hires or to existing employees, in each case pursuant to a Company Share Plan or (B) issuances of Lucid Common Shares upon the exercise of Lucid Options or Lucid Warrants, in each case, that are outstanding as of February 22, 2021;

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subject to certain exceptions, sell, assign, transfer, convey, lease, license, abandon, allow to lapse of expire, subject to or grant any lien on or otherwise dispose of any intellectual property or any material assets, rights or properties;

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cancel or compromise any claim or indebtedness owed to Lucid or any of its subsidiaries; settle any pending or threatened action or proceeding (a) if such settlement would require payment by Lucid in an amount greater than $2,000,000, (b) to the extent such settlement includes an agreement to accept or concede injunctive relief or (c) to the extent such settlement involves a governmental authority or alleged criminal wrongdoing; or agree to modify in any respect materially adverse to Lucid and its subsidiaries any confidentiality or similar contract to which Lucid or any of its subsidiaries are a party;

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acquire (by merger, consolidation, purchase of a substantial portion of stock or assets or otherwise), directly or indirectly, any business or corporation, partnership limited liability company, joint venture, association or other entity or division thereof other than in the ordinary course of business;

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make any loans or advance any money or other property to any third party, except for certain advances to employees or officers, prepayments and deposits paid to suppliers of Lucid and its subsidiaries and trade credit extended to customers of Lucid or any of its subsidiaries, in each case, in the ordinary course of business;

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enter into, assume, assign, amend or modify any material term or terminate certain types of contracts of Lucid and its subsidiaries or any real property lease, other than in the ordinary course of business;

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redeem, purchase or otherwise acquire, any equity interests (convertible or otherwise) of Lucid or any of its subsidiaries;

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adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any equity interests or securities of Lucid;

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make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of Lucid and its subsidiaries, other than as may be required by applicable law, GAAP or regulatory guidelines;

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adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Lucid or its subsidiaries;

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to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment, or enter into any tax sharing or tax indemnification agreement;

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take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act could reasonably be expected to prevent or impede the Merger from qualifying for the intended tax treatment;

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directly or indirectly incur or modify in any material respect the terms of, any indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person for indebtedness (other than indebtedness under capital leases entered into in the ordinary course of business);

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voluntarily fail to maintain in full force and effect material insurance policies covering Lucid and its subsidiaries in a form and amount consistent with past practices;

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enter into any transaction or materially amend any existing agreement with any person that, to the knowledge of Lucid, is an affiliate of Lucid or its subsidiaries subject to certain exclusions, including ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are officers or directors of Lucid or its subsidiaries;

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enter into any contract that materially restricts Lucid or its subsidiaries to engage or compete in any line of business or enter into any new line of business;

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make any capital expenditures that exceed $90,000,000 in the aggregate other than as consistent with Lucid’s annual capital expenditures budget for periods following February 22, 2021; or

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enter into any agreement, or otherwise become obligated, to do any of the foregoing.

Lucid and Churchill have agreed that, unless otherwise required or permitted under the Merger Agreement, and subject to certain disclosed exceptions, neither Churchill nor its subsidiaries will take the following actions during the interim period between signing of the Merger Agreement and closing of the Transactions, among others, without the prior written consent of Lucid (which consent will not be unreasonably conditioned, withheld, delayed or denied, except in certain cases as described in the Merger Agreement as to which Lucid consent may be granted or withheld in its sole discretion):

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change, modify or amend Churchill’s trust agreement or organizational documents or the organizational documents of Merger Sub;

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declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Churchill;

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split, combine or reclassify any capital stock of, or other equity interests in, Churchill;

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other than in connection with the SPAC Stockholder Redemption (as defined in the Merger Agreement) or as otherwise required by Churchill’s organizational documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Churchill;

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make, change or revoke any material income tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, enter into any material closing agreement with respect to any tax, surrender any right to claim a material refund of taxes or consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment or enter into any tax sharing or tax indemnification agreement;

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enter into, renew or amend in any material respect, any transaction or contract with an affiliate of Churchill (including (i) the sponsors or anyone related by blood, marriage or adoption to any sponsor

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and (ii) any person in which any sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

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waive, release, compromise, settle or satisfy any pending or threatened material claim, action or proceeding or compromise or settle any liability;

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incur, guarantee or otherwise become liable for any indebtedness;

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offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Churchill or any of its subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than the (i) issuance of Churchill’s Class A common stock in connection with the exercise of any warrants outstanding on the date of the Merger Agreement, (ii) issuance of Churchill’s Class A common stock at not less than $10.00 per share on the terms set forth in the PIPE Subscription Agreements; or

•

amend, modify or waive any of the terms or rights set forth in, any warrant or the warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein.

The Merger Agreement also contains additional covenants of the parties, including, among other things, covenants providing for:

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the parties to prepare and file this proxy statement/prospectus and to solicit proxies from Churchill stockholders to vote on the proposals that will be presented for consideration at the special meeting;

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compliance with the notification and reporting requirements under the HSR Act;

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mutual exclusivity during the interim period between signing of the Merger Agreement and closing of the Transactions;

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each party to take certain actions to effect the intended tax treatment of the Transactions;

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the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information;

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the parties to take all necessary action to cause the board of directors of the post combination company to consist of nine (9) directors who will be designated as set forth in the Investor Rights Agreement;

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Lucid to take all actions reasonably necessary to duly convene an extraordinary general meeting;

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Churchill to notify Lucid promptly in the event of any Stockholder Action (as defined in the Merger Agreement), to keep Lucid reasonably apprised, to give Lucid the opportunity to participate in the defense of any such Stockholder Action and to give due consideration to Lucid’s advice with respect to such Stockholder Action and to not settle any such Stockholder Action without the prior written consent of Lucid;

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customary indemnification of, and provision of insurance with respect to, former and current officers and directors of Churchill and Lucid and each of their respective subsidiaries;

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Churchill to take all actions and do all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein;

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Churchill to take all actions and do all things necessary, proper or advisable to satisfy on a timely basis all conditions and covenants applicable to Churchill in the Sponsor Agreement and to enforce its rights under such agreement;

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Churchill to use its reasonable best efforts to ensure Churchill remains listed as a public company on, and for shares of Churchill’s Class A common stock and warrants (but in the case of the warrants, only to the extent issued as of February 22, 2021) to be listed on, the NYSE or other stock exchange mutually agreed upon by Churchill and Lucid;

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Churchill to take all steps reasonably necessary or advisable to cause the shares of Churchill’s Class A common stock to trade under the symbol “LCID” upon the Closing, or under such other symbol as Lucid and Churchill may otherwise agree prior to the Closing;

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Churchill to take all commercially reasonable steps as may be required to cause any acquisition or disposition of Churchill’s Class A common stock that occurs or is deemed to occur by reason of or pursuant to the Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Churchill to be exempt under Rule 16b-3 promulgated under the Exchange Act;

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Churchill to approve and, subject to approval of the stockholders of Churchill, adopt, the Incentive Plan;

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Churchill to take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the JOBS Act and not take any action that would cause Churchill to not qualify as an “emerging growth company” within the meaning of the JOBS Act;

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Churchill to (i) amend and restate the current certificate of incorporation to be substantially in the form of the second amended and restated certificate of incorporation, subject to obtaining approval of the stockholders of Churchill and (ii) amend and restate the current bylaws to be substantially in the form of the amended and restated bylaws; and

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Churchill to cause Lucid to domesticate as a Delaware corporation in accordance with the DGCL and the CICA, as promptly as practicable following the Closing.

Conditions to Closing of the Transactions

General Conditions

Consummation of the Transactions is conditioned on the approval of the business combination proposal, the charter proposal, the incentive plan proposal and the NYSE proposal, as described in this proxy statement/prospectus.

In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

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the early termination or expiration of the waiting period under the HSR Act (the waiting period expired at 11:59 pm Eastern Time on April 7, 2021);

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no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, and no statute, rule or regulation that is in effect and enjoins or prohibits the consummation of the Transactions;

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Churchill having at least $5,000,001 of net tangible assets remaining after redemptions by Churchill stockholders; and

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the approval by Lucid’s existing shareholders being obtained;

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the shares of common stock have been listed on the NYSE or other stock exchange mutually agreed between Churchill and Lucid and be eligible for continued listing on such stock exchange immediately following the Closing;

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the registration statement contemplated under the Merger Agreement has become effective in accordance with the Securities Act, no stop order has been issued by the SEC with respect to the registration statement and no action seeking such order has been threatened or initiated; and

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the delivery by each of Lucid and Churchill to the other of a certificate with respect to the truth and accuracy of such party’s representations and warranties as of the Closing, as well as the performance by such party of the covenants and agreements contained in the Merger Agreement required to be complied with by such party prior to the Closing.

Churchill’s Conditions to Closing

The obligations of Churchill and Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

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the accuracy of the representations and warranties of Lucid (subject to customary bring-down standards); and

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the covenants of Lucid having been performed in all material respects.

Lucid’s Conditions to Closing

The obligations of Lucid to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

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the accuracy of the representations and warranties of Churchill and Merger Sub (subject to customary bring-down standards);

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the covenants of Churchill and Merger Sub having been performed in all material respects;

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there being at least $2,800,000,000 of Available Closing SPAC Cash; and

•

the covenants of the Sponsor and the Insiders under the Sponsor Agreement having been performed in all material respects, and no such Sponsor or Insider having threatened (orally or in writing) (i) that the Sponsor Agreement is not valid, binding and in full force and effect, (ii) that Lucid is in breach of or default under the Sponsor Agreement or (iii) to terminate the Sponsor Agreement.

Waiver

Any party to the Merger Agreement may, at any time prior to the Closing, by action taken by its board of directors or equivalent governing body, or officers thereunto duly authorized, waive in writing any of its rights or conditions in its favor under the Merger Agreement. Notwithstanding the foregoing, pursuant to Churchill’s current certificate of incorporation, Churchill cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the closing.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what such director may believe is best for Churchill and what such director may believe is best for such director in determining whether or not to grant a waiver in a specific situation.

Termination

The Merger Agreement may be terminated and the Transactions abandoned, but not later than the closing of the Transactions, as follows:

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by mutual written consent of Churchill and Lucid;

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by Churchill if the Transactions are not consummated on or before October 22, 2021 (the “Termination Date”), which may be automatically extended in the event that any action or legal proceeding for specific performance or other equitable relief by Lucid with respect to the Merger Agreement or any other Transaction Agreement or otherwise with respect to the Transactions is commenced or pending on or before October 22, 2021 until thirty (30) days following the date on which a final, non-appealable order or judgment has been entered with respect to such action or legal proceeding, provided that Churchill’s failure to fulfill any obligation under the Merger Agreement is not the primary cause of, or primarily resulted in, the failure of the closing of the Transactions to occur on or before the termination date;

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by Lucid if the Transactions are not consummated on or before October 22, 2021, provided that Lucid’s failure to fulfill any obligation under the Merger Agreement is not the primary cause of, or primarily resulted in, the failure of the closing of the Transactions to occur on or before the Termination Date;

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by either Churchill or Lucid if the other party has breached any of its covenants, agreements, representations or warranties which would cause the conditions to closing of the Transactions not to be satisfied and has not cured its breach, if curable, within thirty (30) days of an intent to terminate, provided that the terminating party’s failure to fulfill any obligation under the Merger Agreement is

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not the primary cause of, or primarily resulted in, the failure of the closing of the Transactions to occur on or before the Termination Date or, in the case of a termination by Lucid, the extended Termination Date, as applicable;

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by either Churchill or Lucid if a final, non-appealable governmental order or a statute, rule or regulation permanently enjoins or prohibits consummation of the Merger;

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by either Churchill or Lucid if stockholder approval is not obtained at the stockholders’ meeting (subject to any adjournment or postponement thereof), provided that Churchill is not entitled to terminate on these grounds if, at the time of such termination, Churchill is in breach of certain obligations with respect to this proxy statement/prospectus and the stockholders’ meeting; or

•

by Churchill if approval by Lucid’s existing shareholders is not obtained at a Lucid’s extraordinary general meeting (subject to any adjournment, postponement or recess of the meeting).

Effect of Termination

In the event of proper termination by either Churchill or Lucid, the Merger Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any intentional and willful breach of the Merger Agreement by such party occurring prior to such termination.

Fees and Expenses

All fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such expenses; provided that, if the Closing occurs, Churchill will bear and pay all of its transaction expenses in an amount not to exceed $128,000,000 and all transaction expenses of or payable by Lucid and its subsidiaries. Churchill will cooperate with Lucid and use its best efforts to minimize the amount of its fees and expenses incurred prior to the Closing.

Amendments

The Merger Agreement may be amended by the parties thereto at any time by execution of a duly authorized agreement in writing executed on behalf of each of the parties in the same manner as the Merger Agreement and which makes reference to the Merger Agreement. Churchill would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the Merger Agreement entered into by the parties. If such amendment is material to investors, a proxy statement supplement would also be sent to holders of Churchill’s Class A common stock as promptly as practicable.

Governing Law; Consent to Jurisdiction

The Merger Agreement is governed by the laws of the State of New York. The parties to the Merger Agreement have irrevocably submitted to the exclusive jurisdiction of federal and state courts located in the City of New York, Borough of Manhattan.

Investor Rights Agreement

Concurrently with the execution of the Merger Agreement, Churchill entered into the Investor Rights Agreement with the Sponsor, Ayar and the other parties named therein, pursuant to which the parties thereto will have certain rights and obligations following the closing of the Transactions. The following summary of material provisions of the Investor Rights Agreement is qualified by reference to the complete text of the Investor Rights Agreement, a copy of which is attached as Annex D to this proxy statement/prospectus. All stockholders are encouraged to read the Investor Rights Agreement in its entirety for a more complete description of the terms and conditions of the Investor Rights Agreement.

Board of Directors

Pursuant to the Investor Rights Agreement, effective as of the Closing, the board of Lucid Group will be comprised of nine (9) directors. Ayar has the right to nominate five (5) directors to the board of Lucid

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Group and the Sponsor will have the right to nominate one (1) director to the board of Lucid Group. Two (2) directors will be independent directors, nominated by Lucid, and one (1) director will be the chief executive officer of Lucid Group. Churchill will, and the other parties to the Investor Rights Agreement agree with Churchill to, take all necessary actions to cause the board nominees designated pursuant to the Investor Rights Agreement to be elected to the board of Lucid Group. Other than Ayar (as described below), no party has a right to nominate any director to the board of Lucid Group after the Closing.

Ayar’s right to designate directors to the board of Lucid Group after the Closing is subject to its (and its permitted transferees’) continued beneficial ownership of specified amounts of Lucid Group’s common stock as compared to the common stock issued and outstanding as of the record date of each applicable annual or special meeting of stockholders at which directors are to be elected. If Ayar (or its permitted transferees) owns beneficially: (i) fifty percent (50%) or greater of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will have the right to nominate five (5) directors; (ii) less than fifty percent (50%) but greater than or equal to forty percent (40%) of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will have the right to nominate four (4) directors; (iii) less than forty percent (40%) but greater than or equal to thirty percent (30%) of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will have the right to nominate three (3) director; (iv) less than thirty percent (30%) but greater than or equal to twenty percent (20%) of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will have the right to nominate two (2) directors; (v) less than twenty percent (20%) but greater than or equal to ten percent (10%) of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will have the right to nominate one (1) director; (vi) less than ten percent (10%) of the shares of Lucid Group’s common stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will not have the right to nominate any directors pursuant to the Investor Rights Agreement. If, after the Closing Date the size of the board of Lucid Group is increased or decreased, the number of directors Ayar is entitled to nominate will be increased or decreased in proportion to such increase or decrease in the size of the board of Lucid Group, rounded down to the nearest whole number.

Further, for so long as Ayar beneficially owns twenty percent (20%) or greater of the shares of common stock of Lucid Group issued and outstanding, it will have the right to designate the chairman of the board of Lucid Group. For so long as Ayar beneficially owns common stock representing at least one third (33 1/3%) of the common stock then issued and outstanding, Ayar will have the right to have at least one (1) Ayar director appointed to serve on each committee of the board. Pursuant to the Investor Rights Agreement, any material changes to Lucid Group’s business plan will require the affirmative vote of a majority of the board.

Lock-Up

Pursuant to the Investor Rights Agreement, certain parties agreed with Churchill not to sell, transfer, pledge or otherwise dispose of shares of Churchill’s Class A common stock or certain warrants to purchase shares of Churchill’s Class A common stock they receive in connection with the Transactions or otherwise beneficially own as of the Closing Date for the following time periods after the Closing Date:

•

in the case of Ayar and certain other existing investors in Lucid, 180 days (the “Lucid Shareholder Lock-Up Period”); and

•

in the case of the Sponsor, 18 months (the “Sponsor Lock-Up Period”).

Additionally, following certain underwritten offerings of Churchill’s equity securities, such parties will also agree to a customary market stand-off period not to exceed ninety (90) days.

Registration Rights

Pursuant to the Investor Rights Agreement, the Sponsor, Ayar and certain other parties thereto will be entitled to certain registration rights. Lucid Group will be required to register up to approximately 1,143 million shares of Lucid Group Common Stock pursuant to the Investor Rights Agreement (which

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amount includes the 13.3 million shares issuable to Ayar pursuant to the PIPE Subscription Agreement between Churchill and Ayar). Lucid Group will also be required to register up to an additional approximately 153 million shares pursuant to the other PIPE Subscription Agreements.

Pursuant to the Investor Rights Agreement, Churchill will file a shelf registration statement within fifteen (15) business days following the Closing Date in respect of the equity securities held by certain parties to the Investor Rights Agreement and will use commercially reasonable efforts to maintain or, in the event it ceases to be effective, replace such shelf registration statement until such parties have sold all eligible equity securities of Churchill beneficially owned by such parties as of the Closing Date. Pursuant to the Investor Rights Agreement, certain parties will be entitled to customary piggyback rights on registered offerings of equity securities of Churchill and certain other registration rights.

Following the Lucid Shareholder Lock-Up Period, Ayar will be entitled to initiate an aggregate of two (2) underwritten shelf take-downs or, if a shelf registration statement is not then effective, demand registrations, subject to participation rights of certain other parties.

Following the Sponsor Lock-Up Period, the Sponsor will be entitled to initiate one (1) underwritten shelf take-down or, if a shelf registration statement is not then effective, demand registrations, subject to participation rights of certain other parties.

Following the applicable lock-up period with respect to each party, each party will be entitled to initiate unlimited non-underwritten shelf take-downs.

Any underwritten offering of Churchill’s equity securities will be subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement, Churchill will agree to cooperate and use commercially reasonable efforts to consummate the applicable registered offerings initiated by the parties and will pay the fees and expenses of such offerings (including fees of one counsel for the parties participating in such offering).

Sponsor Agreement

In connection with the execution of the Merger Agreement, Churchill, the Sponsor and the Insiders entered into the Sponsor Agreement. The following summary of the Sponsor Agreement is qualified by reference to the complete text of the form of Sponsor Agreement, a copy of which is attached as Annex E to this proxy statement/prospectus. All stockholders are encouraged to read the form of Sponsor Agreement in its entirety for a more complete description of the terms and conditions thereof.

Pursuant to the terms of the Sponsor Agreement, the Sponsor and the Insiders agreed (i) to vote any shares of Churchill’s securities held by such party in favor of the business combination proposal and the other proposals described in this proxy statement/prospectus, (ii) not to redeem any shares of Churchill’s Class A common stock or Churchill’s Class B common stock, in connection with the stockholder redemption, (iii) to pay any amounts in excess of the SPAC expense cap of $128,000,000 either in cash or by forfeiting a number of shares of Churchill’s Class B common stock, at a price of $10.00 per share, and/or warrants, at a price of $1.00 per share, with a value equal to such excess (iv) not to transfer any shares of Churchill securities until eighteen (18) months following the Closing and (v) to be bound to certain other obligations as described therein.

The Sponsor has also agreed during the Earnback Period to subject the Sponsor Earnback Shares and the Sponsor Earnback Warrants, which are comprised of three separate tranches of 5,750,000 shares per tranche and 4,761,111 warrants per tranche, respectively, to potential forfeiture to Lucid Group for no consideration until the occurrence of the respective Earnback Triggering Events. If one or more of the Earnback Triggering Events has not occurred by the end of the Earnout Period, the applicable tranche of Sponsor Earnback Shares and Sponsor Earnback Warrants will be forfeited to Lucid Group.

Subscription Agreements

In connection with the execution of the Merger Agreement, Churchill entered into the PIPE Subscription Agreements with the PIPE Investors. The following summary of the PIPE Subscription Agreements is qualified by reference to the complete text of the form of the PIPE Subscription Agreement,

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a copy of which is attached as Annex F to this proxy statement/prospectus. All stockholders are encouraged to read the form of the PIPE Subscription Agreement in its entirety for a more complete description of the terms and conditions thereof.

Pursuant to the terms of the PIPE Subscription Agreements, Churchill has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to buy 166,666,667 shares of Churchill’s Class A common stock (collectively, the “Subscribed Shares”) at a purchase price of $15.00 per share for an aggregate commitment of $2,500,000,005.

The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the PIPE Investment. The PIPE Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the mutual written agreement of the parties thereto.

From February 22, 2021 until the earlier of (a) the termination of the PIPE Subscription Agreements, and (b) the later of (ii) September 1, 2021, and (ii) the date the registration statement is declared effective (the “Lock-up Period”), none of the PIPE Investors are permitted to transfer their Subscribed Shares. The PIPE Investors further agreed that, subject to limited exceptions, during the Lock-Up Period, none of the PIPE Investors and their affiliates will engage in any short sales with respect to securities of Churchill. The foregoing restriction is expressly agreed to preclude the PIPE Investors from engaging in any hedging or other transactions which is designed to or could reasonably be expected to lead to or result in a sale or disposition of the Subscribed Shares even if such Subscribed Shares would be disposed by someone other than the PIPE Investors. Such prohibited hedging or other transactions include any purchase, sale or grant of any right (including any put or call option) with respect to any of the Subscribed Shares of the PIPE Investors or with respect to any security that includes, relates to, or derives any significant part of its value from such Subscribed Shares.

Voting and Support Agreement

In connection with the Merger Agreement, on February 22, 2021, Churchill entered into a Voting and Support Agreement with Lucid and Ayar. The following summary of the Voting and Support Agreement is qualified by reference to the complete text of the Voting and Support Agreement, a copy of which is attached as Annex G to this proxy statement/prospectus. All stockholders are encouraged to read the Voting and Support Agreement in its entirety for a more complete description of the terms and conditions thereof.

Pursuant to the Voting and Support Agreement, Ayar, owning 204,148,825 Lucid Series D Preferred Shares and 113,877,589 Lucid Series E Preferred Shares (the “Subject Shares”) as of the date of such agreement, agreed to vote all of such shares: (i) in favor of the adoption and approval of the Merger Agreement, the Transaction Agreements (as defined in the Merger Agreement) and the Transactions, (ii) in favor of the other matters set forth in the Merger Agreement, including the conversion of the Lucid Preferred Shares to Lucid Common Shares and (iii) in opposition to: (A) any Acquisition Transaction (as defined in the Merger Agreement) and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of Lucid to consummate the transactions contemplated by the Merger Agreement or any Transaction Agreement, (y) which are in competition with or materially inconsistent with the Merger Agreement or any Transaction Agreement or (z) that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement contained in the Merger Agreement or any Transaction Agreement or (B) any other action or proposal involving Lucid or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or any Transaction Agreement or would reasonably be expected to result in any of the conditions to Lucid’s obligations under the Merger Agreement not being fulfilled.

The affirmative vote of the shares subject to the Voting and Support Agreement is sufficient to obtain the required approval by Lucid’s existing shareholders.

The Voting and Support Agreement generally prohibits Ayar from transferring, or permitting any liens to exist on, any Subject Shares held by Ayar prior to the termination of the Voting and Support Agreement.

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The Voting and Support Agreement will automatically terminate upon the earliest of (i) the Effective Time , (ii) the date of termination of the Merger Agreement in accordance with its terms prior to the Effective Time, (iii) the mutual written consent of Churchill, Lucid and Ayar and (iv) the time of any modification, amendment or waiver of the Merger Agreement or any other Transaction Agreement without Ayar’s prior written consent.

Incentive Plan

On February 22, the Churchill Board approved a new equity incentive plan, the Lucid Group, Inc. 2021 Stock Incentive Plan (the “Incentive Plan”). The purposes of the Incentive Plan are to enhance our ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to Lucid Group by providing these individuals with equity ownership and other incentive opportunities. The Incentive Plan is intended as the successor to and continuation of the 2021 Plan. The Incentive Plan includes an Employee Stock Purchase Plan as an addendum (the “ESPP Addendum”). Stockholders are being asked to consider and approve the Incentive Plan, which will reserve approximately 30.5 million shares of our common stock for issuance pursuant to future grants made under the Incentive Plan. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan.”

Impact of the Business Combination on Lucid Group’s Public Float

Upon completion of the Transactions, we anticipate that: (1) Lucid shareholders (without taking into account shares of Lucid Group Common Stock issuable to holders of Lucid Group Awards) are expected to hold an ownership interest of 73.4% of the issued and outstanding Lucid Group Common Stock, (2) the Sponsor is expected to hold an ownership interest of 3.2% of the issued and outstanding Lucid Group Common Stock, (3) Churchill’s public stockholders (other than the PIPE Investors) will retain an ownership interest of 13.0% of the issued and outstanding Lucid Group Common Stock and (4) the PIPE Investors are expected to hold an ownership interest of 10.4% of the issued and outstanding Lucid Group Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, (ii) no exercises of warrants to purchase Lucid Group Common Stock, (iii) no forfeitures of any shares or warrants of Lucid Group Common Stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants, and (iv) that Lucid Group reserves 108,703,877 shares of Lucid Group Common Stock for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs, (v) Lucid Group sells and issues 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors pursuant to the PIPE Investment and (vi) Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date. If the actual facts are different from these assumptions, the percentage ownership retained by the current Churchill stockholders in Lucid Group will be different.

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The following table illustrates varying ownership levels in Lucid Group immediately following the consummation of the Transactions based on the assumptions above:

	Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)(5)
	Number of Shares		% Ownership		Number of Shares		% Ownership
Lucid shareholders(1)		1,170,324,704		73.4%		1,170,324,704		82.6%
Churchill Sponsor(2)		51,750,000		3.2%		51,750,000		3.6%
Churchill public stockholders		207,000,000		13.0%		29,973,271		2.1%
PIPE Investors(3)		166,666,667		10.4%		166,666,667		11.7%
Total(4)		1,595,741,371		100.0%		1,418,714,642		100.0%

(1)

Excludes an estimated 108,703,877 shares of Lucid Group Common Stock to be reserved for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs.

(2)

The 51,750,000 shares beneficially owned by the Sponsor includes the 17,250,000 Sponsor Earnback Shares, which will be restricted from transfer, subject to the occurrence of the Earnback Triggering Events during the Earnback Period. Any such shares not released from these transfer restrictions during the Earnback Period will be forfeited back to Lucid Group for no consideration.

(3)

Reflects the sale and issuance of 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors at $15.00 per share, of which Ayar has agreed to purchase 13,333,333 of such shares.

(4)

(5)

See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on Lucid Group’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Matters Being Voted On

The stockholders of Churchill will be asked to consider and vote on the following proposals at the special meeting:

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

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a proposal to approve and adopt the Lucid Group, Inc. 2021 Stock Incentive Plan, including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (a) the issuance of more than 20% of Churchill’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment (as described below) and the issuance of more than 20% of Churchill’s issued and outstanding shares to a single holder (which may constitute a change of control under the NYSE’s Listed Company Manual) and (b) the issuance of shares of Churchill’s Class A common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The NYSE Proposal”; and

Date, Time and Place of Special Meeting of Churchill’s Stockholders

The special meeting of stockholders of Churchill will be held via live webcast at [•] a.m. Eastern Time, on [•], 2021. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the NYSE proposal and if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Churchill is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Churchill common stock at the close of business on [•], 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of Churchill common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Churchill warrants do not have voting rights. On the record date, there were [•] shares of Churchill common stock outstanding, of which [•] were public shares with the rest being held by the Sponsor.

Quorum and Vote of Churchill Stockholders

A quorum of Churchill stockholders is necessary to hold a valid meeting. A quorum will be present at the Churchill special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

The Sponsor owns of record and is entitled to vote 20% of the outstanding shares of Churchill common stock as of the record date. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

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The proposals presented at the special meeting will require the following votes:

•

the approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the NYSE proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of Churchill’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the NYSE proposal and the adjournment proposal will have no effect on such proposals;

•

the approval of the charter proposal requires the affirmative vote of holders of a majority of Churchill’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal; and

•

directors are elected by a plurality of all of the votes cast by holders of shares of Churchill’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Churchill stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Abstentions will have the same effect as a vote “against” the charter proposal, but will have no effect on the other proposals. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote “for” or “against” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, and the NYSE proposal. If any of those proposals are not approved, we will not consummate the Transactions.

Redemption Rights

Pursuant to Churchill’s current certificate of incorporation, a holder of public shares may demand that Churchill redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Churchill redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Churchill’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Churchill will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. As of [•], 2021, the record date for the special meeting, this would amount to approximately $[•] per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Churchill common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of Churchill Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if Churchill has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares for cash.

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Holders of Churchill warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Churchill stockholders, Churchill unitholders and Churchill warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Churchill has engaged Mackenzie Partners, Inc. (“Mackenzie”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Churchill Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Churchill Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the Insiders have interests in such proposals that are different from, or in addition to, those of Churchill stockholders generally. In particular:

•

If the Transactions or another business combination are not consummated by August 3, 2022 (or November 3, 2022 if Churchill has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by August 3, 2022), Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Churchill Board, dissolving and liquidating. In such event, the 51,750,000 initial shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share on the NYSE on [•], 2021, the record date for the special meeting. Such founder shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal — Sponsor Agreement.”

•

The Sponsor purchased an aggregate of 42,850,000 private placement warrants from Churchill for an aggregate purchase price of $ 42,850,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Churchill IPO. A portion of the proceeds Churchill received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $[•] based upon the closing price of $[•] per warrant on the NYSE on [•], 2021, the record date for the special meeting. The private placement warrants will become worthless if Churchill does not consummate a business combination by August 3, 2022 (or November 3, 2022 if Churchill has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by August 3, 2022). Such private placement warrants are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal — Sponsor Agreement.”

•

Glenn R. August will become a director of the post-combination company after the closing of the Transactions. As such, in the future Mr. August will receive any cash fees, stock options or stock awards that the post-combination board of directors determines to pay to its executive and non-executive directors.

•

If Churchill is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Churchill for services rendered or contracted for or products sold to Churchill. If Churchill consummates a business combination, on the other hand, Churchill will be liable for all such claims.

•

Churchill’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Churchill’s behalf, such as identifying

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and investigating possible business targets and business combinations and with respect to the PIPE Investment. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $375,000 in the aggregate. However, if Churchill fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, Churchill may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

•

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

On February 22, 2021, Churchill issued the Note in the principal amount of $1,500,000 to the Sponsor. The Note bears no interest and is repayable in full upon the closing of the Merger. The Sponsor has the option to convert any unpaid balance of the Note into Working Capital Warrants to purchase one share of Churchill’s Class A common stock equal to the principal amount of the Note so converted divided by $1.00. The terms of any such Working Capital Warrants are identical to the terms of Churchill’s existing private placement warrants held by the Sponsor. The proceeds of the Note will be used to fund expenses related to Churchill’s normal operating expenses and other transactional related expenses.

•

Andrew Liveris is the Chairman of Lucid’s board of directors and an operating partner of the Sponsor. Mr. Liveris also has an economic interest in shares of Churchill’s common stock and warrants to purchase shares of Churchill’s common stock through his ownership of membership interests in the Sponsor. For more information, see the section entitled “Beneficial Ownership of Securities.”

•

Nancy Gioia will become a director of the post-combination company after the closing of the Transactions. As such, in the future Ms. Gioia will receive any cash fees, stock options or stock awards that the post-combination board of directors determines to pay to its executive and non-executive directors. As a result of Ms. Gioia becoming a director of Lucid Group, Ms. Gioia will forfeit certain pension benefits from a prior employer in the amount of approximately $3.3 million. As compensation for such forfeiture, and conditioned upon Ms. Gioia becoming a director of Lucid Group after the closing of the Transactions, (i) Churchill has agreed to pay $2.0 million in cash to Ms. Gioia and (ii) an affiliate of the Sponsor has agreed to issue Ms. Gioia indirect membership interests in the Sponsor, which represent 100,000 shares of Churchill's common stock. Such cash payment is payable by Churchill and is subject to the SPAC expense cap of $128,000,000 included in the Merger Agreement. Ms. Gioia serves as an operating partner of the Sponsor and was a consultant to Churchill in evaluating the Transactions. In connection with her service as an operating partner of the Sponsor, an affiliate of the Sponsor granted Ms. Gioia indirect membership interests in the Sponsor, which represent 25,000 shares of Churchill's common stock. In connection with her consulting services, Churchill paid Ms. Gioia a fee of $100,000. For more information, see the section entitled “Beneficial Ownership of Securities.”

In addition, the PIPE Investors have agreed to buy shares of Churchill's Class A common stock at a purchase price of $15.00 per share. The closing price of Churchill's Class A common stock on the NYSE was $[•] per share on [•], 2021, the record date for the special meeting. Certain PIPE Investors have an economic interest in shares of Churchill's common stock and warrants to purchase shares of Churchill's common stock through ownership of membership interests in the Sponsor.

Board of Directors following the Business Combination

Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Opinion of Churchill’s Financial Advisor

Churchill retained Guggenheim Securities, LLC (which we refer to as “Guggenheim Securities”) as its financial advisor in connection a potential business combination involving Churchill and Lucid. In

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connection with the Merger, Guggenheim Securities rendered an opinion to the Churchill Board to the effect that, as of February 22, 2021, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration in connection with the Merger was fair, from a financial point of view, to Churchill. The full text of Guggenheim Securities’ written opinion, which is attached as Annex I to this proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to the Churchill Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Merger Consideration. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to the Churchill Board with respect to the Merger, nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this proxy statement/prospectus constitute advice or a recommendation to any holder of Churchill’s common stock as to how to vote or act in connection with the Merger or otherwise (including whether or not holders of Churchill’s Class A common stock should redeem their shares). Guggenheim Securities’ opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the Merger (including, without limitation, the form or structure of the Merger), the Merger Agreement, the PIPE Investment, the Sponsor Agreement, the Investor Rights Agreement, the Company Voting and Support Agreement, or any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or any financing or other transactions related thereto.

For a description of the opinion that the Churchill Board received from Guggenheim Securities, see “Proposal No. 1 — The Business Combination Proposal — Opinion of Churchill’s Financial Advisor.”

Recommendation to Stockholders

The Churchill Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Churchill’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the NYSE proposal and “FOR” the adjournment proposal, if presented.

When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Churchill stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Churchill stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to the Closing of the Business Combination

General Conditions

In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

•

the early termination or expiration of the waiting period under the HSR Act (the waiting period expired at 11:59 pm Eastern Time on April 7, 2021);

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•

Churchill having at least $5,000,001 of net tangible assets remaining after redemptions by Churchill stockholders;

•

the approval by Lucid’s existing shareholders being obtained;

•

Churchill’s Conditions to Closing

The obligations of Churchill and Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

•

the accuracy of the representations and warranties of Lucid (subject to customary bring-down standards); and

•

the covenants of Lucid having been performed in all material respects.

Lucid’s Conditions to Closing

The obligations of Lucid to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

•

the accuracy of the representations and warranties of Churchill and Merger Sub (subject to customary bring-down standards);

•

the covenants of Churchill and Merger Sub having been performed in all material respects;

•

there being at least $2,800,000,000 of Available Closing SPAC Cash (as defined in the Merger Agreement); and

•

Emerging Growth Company

Churchill is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statement/prospectus, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Churchill’s securities less attractive as a result, there may be a less active trading market for Churchill’s securities and the prices of its securities may be more volatile.

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Controlled Company Exemption

Upon the completion of the Transactions, Lucid’s majority shareholder, Ayar, will hold 62.5% of Lucid Group Common Stock, assuming that no public stockholders exercise their redemption rights in connection with the Transactions and subject to certain other assumptions as set forth under “Beneficial Ownership of Securities.” As a result, Lucid Group will be a “controlled company” within the meaning of Nasdaq rules and, as a result, will qualify for exemptions from certain corporate governance requirements. The stockholders of Lucid Group will not have the same protections afforded to stockholders of companies that are subject to such requirements. Please see the section entitled “Management After the Business Combination — Controlled Company Exemption.” Ayar will also have the ability to nominate five of the nine directors to the Lucid Group board of directors.

Tax Consequences of the Business Combination

For a description of certain U.S. federal income tax consequences of the Transactions and the exercise of redemption rights, please see the information set forth in “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Redemption to Churchill Stockholders.”

Expected Accounting Treatment of the Transactions

We expect the Transactions to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Churchill is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Lucid Group will represent a continuation of the financial statements of Lucid with the Transactions treated as the equivalent of Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Lucid in future reports of Lucid Group. See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Expected Accounting Treatment of the Transactions.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Second Request within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time.

On March 8, 2021, Churchill and Lucid filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. The waiting period under the HSR Act expired at 11:59 pm (Eastern Time) on April 7, 2021.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the

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antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither Churchill nor Lucid is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Litigation Matters

On March 3, 2021, Richard Hofman, a purported stockholder of Churchill, filed a complaint, individually and on behalf of other Churchill stockholders, in the Superior Court of the State of California against Churchill, Lucid, and other unnamed defendants. The complaint alleged claims for fraud, negligent misrepresentation, and false advertising and unfair business practices in connection with allegedly false and misleading statements and omissions in Churchill’s public filings, concerning the proposed merger between Churchill and Lucid. The complaint sought injunctive relief, as well as compensatory and punitive damages. On March 8, 2021, plaintiff filed an ex parte application for a temporary restraining order and preliminary injunction, which Churchill opposed and the court denied on March 10, 2021. Plaintiff filed an amended complaint on March 22, 2021, solely in a personal capacity and not on behalf of any other Churchill stockholders. The amended complaint alleges claims for fraud against defendants Lucid and Peter Rawlinson, and negligent misrepresentation against Churchill, Lucid, and Mr. Rawlinson. The amended complaint seeks compensatory and punitive damages. On June 7, 2021, the plaintiff filed a notice voluntarily dismissing the action without prejudice.

Since April 18, 2021, four actions asserting claims under the federal securities laws have been filed in federal courts in Alabama, California, New Jersey, and Indiana, including two putative class actions: Randy Phillips v. Churchill Capital Corporation IV, et al., 1:21-cv-00539-ACA (N.D. Ala., filed Apr. 18, 2021); Arec D. Simeri v. Churchill Capital Corporation IV, et al., 2:21-cv-04295 (C.D. Cal., filed May 24, 2021); Chris Arico v. Churchill Capital Corporation IV, et al., 1:21-cv-12355 (D.N.J., filed June 9, 2021); and Gregory Slabaugh v. Churchill Capital Corporation IV, et al., 1:21-cv-01652 (S.D. Ind., filed June 11, 2021). The complaints name Churchill, Atieva, Inc. (doing business as Lucid), Michael Klein, Jay Taragin, and Peter Rawlinson as defendants and generally allege violations of Sections 10(b) and 20(a) of the Exchange Act in connection with alleged false and misleading statements concerning Lucid’s business plans and prospects, as well as the proposed merger between Churchill and Lucid. The complaints generally seek compensatory and/or punitive damages. Defendants believe the claims are without merit and intend to defend themselves vigorously.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to the following:

•

The ongoing COVID-19 pandemic has adversely affected Lucid’s business, results of operations and financial condition.

•

Lucid’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

•

Lucid has incurred net losses each year since its inception and expects to incur increasing expenses and substantial losses for the foreseeable future.

•

Lucid may be unable to adequately control the substantial costs associated with its operations.

•

Lucid has received only a limited number of reservations for the Lucid Air, all of which may be cancelled.

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•

Lucid’s operating and financial results forecasts rely in large part upon assumptions and analyses developed by it and Lucid’s actual results of operations may be materially different from its forecasted results.

•

The automotive industry has significant barriers to entry that Lucid must overcome in order to manufacture and sell electric vehicles at scale.

•

The automotive market is highly competitive, and Lucid may not be successful in competing in this industry.

•

Lucid will initially depend on revenue generated from a single model and in the foreseeable future will be significantly dependent on a limited number of models.

•

Lucid will not have a third-party retail product distribution network.

•

Lucid has experienced and may in the future experience significant delays in the design, manufacture, launch and financing of the Lucid Air, which could harm its business and prospects.

•

If Lucid’s vehicles fail to perform as expected, its ability to develop, market and sell or lease its products could be harmed.

•

Lucid faces challenges providing charging solutions for its vehicles.

•

Lucid has no experience servicing its vehicles and their integrated software. If Lucid or its partners are unable to adequately service its vehicles, Lucid’s business, prospects, financial condition and results of operations may be materially and adversely affected.

•

Insufficient reserves to cover future warranty or part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially adversely affect Lucid’s business, prospects, financial condition and results of operations.

•

Lucid has no experience to date in high volume manufacture of its vehicles.

•

If Lucid fails to successfully tool its manufacturing facilities or if its manufacturing facilities become inoperable, it will be unable to produce its vehicles and its business will be harmed.

•

Lucid’s ability to start production and its future growth depend upon its ability to maintain relationships with its existing suppliers and source suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships.

•

Lucid is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of Lucid’s products according to its schedule and at prices, quality levels and volumes acceptable to Lucid, or Lucid’s inability to efficiently manage these components, could have a material adverse effect on Lucid’s results of operations and financial condition.

•

Lucid may not be able to accurately estimate the supply and demand for its vehicles, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Lucid fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

•

Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm Lucid’s business.

•

Any unauthorized control, manipulation, interruption or compromise of or access to Lucid’s products or information technology systems could result in loss of confidence in Lucid and its products, harm Lucid’s business and materially adversely affect its financial performance, results of operations or prospects.

•

The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair Lucid’s ability to expand its business.

•

Lucid is highly dependent on the services of Peter Rawlinson, its Chief Executive Officer and Chief Technology Officer.

•

Lucid is subject to substantial laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon its operations or products, and any failure to comply with

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these laws and regulations, including as they evolve, could substantially harm its business and results of operations.

•

Lucid may face regulatory limitations on its ability to sell vehicles directly, which could materially and adversely affect its ability to sell its vehicles.

•

Lucid may fail to adequately obtain, maintain, enforce and protect its intellectual property and may not be able to prevent third parties from unauthorized use of its intellectual property and proprietary technology. If Lucid is unsuccessful in any of the foregoing, its competitive position could be harmed and it could be required to incur significant expenses to enforce its rights.

•

Lucid will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms, or at all.

•

Lucid has identified material weaknesses in its internal control over financial reporting. If Lucid is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, Lucid may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Lucid Group and the value of Lucid Group’s common stock.

•

Following the business combination, Lucid Group will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. Lucid Group’s stockholders will not have the same protections afforded to stockholders of companies that are not controlled companies.

•

The Sponsor, certain members of the Churchill Board and certain Churchill officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

•

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

•

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

•

If Churchill is unable to complete the Transactions or another initial business combination by August 3, 2022 (or November 3, 2022, if Churchill has an executed letter of intent, agreement in principle or definitive agreement for a business combination by August 3, 2022) Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Churchill Board, dissolving and liquidating. In such event, third parties may bring claims against Churchill and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

•

Churchill’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of Churchill’s Class A common stock as consideration in the business combination and the PIPE Investment. Having a minority share position may reduce the influence that Churchill’s current stockholders have on the management of Churchill.

•

The Sponsor, Ayar and the PIPE Investors will beneficially own a significant equity interest in Churchill and may take actions that conflict with your interests.

•

Churchill and Lucid have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Churchill if the business combination is not completed.

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•

Even if Churchill consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of Churchill’s warrants may be amended.

•

Churchill and Lucid will be subject to business uncertainties and contractual restrictions while the business combination is pending.

•

If Churchill’s due diligence investigation of the Lucid business was inadequate, then stockholders of Churchill following the business combination could lose some or all of their investment.

•

A market for Lucid Group’s securities may not continue, which would adversely affect the liquidity and price of Lucid Group’s securities.

•

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

Sources and Uses of Funds for the Transactions

The following table summarizes the sources and uses for funding the Transactions. These figures assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) that Lucid Group issues 1,170,324,704 shares of Lucid Group Common Stock to the Lucid shareholders and reserves 108,703,877 shares of Lucid Group Common Stock for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs as part of the Merger Consideration pursuant to the Merger Agreement. If the actual facts are different from these assumptions, then the amounts and shares outstanding after the Closing will be different and those changes could be material.

Sources		Uses
($ in millions)
Cash and investments held in trust account(1)	2,070.3	Cash to balance sheet(4)	4,402.3
PIPE Investment(2)	2,500.0	Transaction expenses(5)	168.0
Lucid Shareholders(3)	12,075.0	Lucid Shareholders(3)	12,075.0
Total sources	16,645.3	Total uses	16,645.3

(1)

Calculated as of March 31, 2021.

(2)

Reflects the proceeds of $2,500.0 million from the sale and issuance of 166,666,667 shares of Lucid Group Common Stock, of which Ayar has agreed to purchase 13,333,333 of such shares, at a purchase price of $15.00 per share pursuant to the PIPE Subscription Agreements in connection with the PIPE Investment.

(3)

Based on the fixed equity value of $11,750.0 million plus the assumed $325.0 million in net cash held by Lucid as of two business days prior to the Closing Date.

(4)

If we assume redemptions of 177,026,729 public shares of Churchill’s Class A common stock in connection with the Transactions at an assumed redemption price of approximately $10.00 per share based on trust account figures as of March 31, 2021, which is the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”, we expect to still satisfy the Available Closing SPAC Cash condition required to consummate the Transactions of at least $2,800.0 million, after giving effect to the proceeds from the PIPE Investment and before giving effect to the payment of deferred underwriting commission and estimated transaction expenses.

(5)

Reflects the cash disbursement for the preliminary estimated direct and incremental transaction costs of $168.0 million incurred by Churchill and Lucid prior to, or concurrent with, the Closing, including the deferred underwriting fees related to the Churchill IPO.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CHURCHILL

The selected historical statement of operations data of Churchill for the period from April 30, 2020 (date of inception) to December 31, 2020 and the balance sheet data as of December 31, 2020 are derived from Churchill’s audited annual financial statements (as restated) included elsewhere in this proxy statement/prospectus. The selected historical condensed consolidated statement of operations data of Churchill for the three months ended March 31, 2021 and the selected historical condensed consolidated balance sheet data as of March 31, 2021 are derived from Churchill’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated financial data set forth below have been prepared on the same basis as our audited annual consolidated financial statements (as restated) and, in the opinion of Churchill’s management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data.

Churchill’s historical results are not necessarily indicative of the results that may be expected for any other period in the future and Churchill’s results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. You should read the selected historical financial data set forth below together with Churchill’s financial statements and the accompanying notes included elsewhere in this proxy statement/prospectus, the information in the section entitled “Churchill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this prospectus.

Churchill is providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the Transactions.

Statement of Operations Data (in thousands, except share and per share data)	For the Three Months Ended March 31, 2021			For the Period from April 30, 2020 (Inception) to December 31, 2020 (As Restated)
Operating costs		$	3,090		$	2,976
Loss from operations			(3,090)			(2,976)
Change in fair value of derivative liabilities			(812,374)			(58,779)
Transaction costs			—			(2,168)
Interest expense – excess fair value of conversion liability			(56,192)			—
Interest expense – amortization of debt discount			(300)			—
Interest earned on marketable securities held in trust account			177			531
Unrealized gain on marketable securities held in trust account			4			5
Other expense, net			(868,685)			(60,411)
Loss before provision for income taxes			(871,775)			(60,387)
Provision for income taxes			(24)			(81)
Net loss			(871,799)			(63,468)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption			196,306,266			188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption		$	0.00		$	0.00
Basic and diluted weighted average shares outstanding, non-redeemable common stock			65,318,734			62,139,948
Basic and diluted net loss non-redeemable per common share		$	(13.35)		$	(1.02)

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SELECTED HISTORICAL FINANCIAL INFORMATION OF LUCID

The selected historical consolidated statements of operations data of Lucid for the years ended December 31, 2020 and 2019 and the selected historical consolidated balance sheets data as of December 31, 2020 and 2019 are derived from Lucid’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical condensed consolidated statements of operations data of Lucid for the three months ended March 31, 2021 and 2020 and the selected historical condensed consolidated balance sheet data as of March 31, 2021 are derived from Lucid’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated financial data set forth below have been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of Lucid’s management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data.

Lucid’s historical results are not necessarily indicative of the results that may be expected for any other period in the future and Lucid’s results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. You should read the selected historical consolidated financial data set forth below together with Lucid’s consolidated financial statements and the accompanying notes included elsewhere in this proxy statement/prospectus, the information in the section entitled “Lucid’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this prospectus.

Lucid is providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the Transactions.

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Statement of Operations Data (in thousands, except share and per share data)	Three Months Ended March 31,						Year Ended December 31,
	2021			2020			2020			2019
Revenue		$	313		$	8		$	3,976		$	4,590
Cost of revenue			85			—			3,070			3,926
Gross profit			228			8			906			664
Operating expenses:
Research and development			167,369			109,759			511,110			220,223
Sales, general and administrative			131,652			14,245			89,023			38,375
Total operating expenses			299,021			124,004			600,133			258,598
Loss from operations			(298,793)			(123,996)			(599,227)			(257,934)
Other income (expense), net
Change in fair value of forward contract			(442,164)			(5,516)			(118,382)			(15,053)
Change in fair value of convertible preferred share warrant liability			(6,977)			(57)			(1,205)			(406)
Interest expense			(5)			(9)			(64)			(8,547)
Other income (expense)			(9)			(77)			(690)			4,606
Total other income (expense), net			(449,155)			(5,659)			(120,341)			(19,400)
Loss before provision for income taxes			(747,948)			(129,655)			(719,568)			(277,334)
Provision (benefit) for income taxes			4			(72)			(188)			23
Net loss and comprehensive loss			(747,952)			(129,583)			(719,380)			(277,357)
Deemed contribution related to repurchase of Series B convertible preferred shares			—			—			1,000			—
Deemed contribution related to repurchase of Series C convertible preferred shares			—			—			12,784			7,935
Deemed dividend related to the issuance of Series E convertible preferred shares			(2,167,332)			—			—			—
Net loss attributable to common shareholders.		$	(2,915,284)		$	(129,583)		$	(705,596)		$	(269,422)
Net loss per share attributable to common shareholders – basic and diluted		$	(236.07)		$	(16.07)		$	(75.15)		$	(34.59)
Weighted-average shares used in computing loss per share attributable to common shareholders – basic and diluted			12,349,045			8,063,678			9,389,540			7,789,421

Balance Sheet Data (in thousands)	As of March 31, 2021			As of December 31,
Balance Sheet Data (in thousands)	As of March 31, 2021			2020			2019
Total assets		$	1,799,786		$	1,402,681		$	579,602
Total liabilities			1,572,838			227,382			126,672
Total convertible preferred shares			4,454,811			2,494,076			1,074,010
Total shareholders' deficit		$	(4,227,863)		$	(1,318,777)		$	(621,080)

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information (the “Selected Pro Forma Information”) gives effect to the Transactions and the other events described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Transactions are expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Churchill is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Lucid Group will represent a continuation of the financial statements of Lucid with the Transactions treated as the equivalent of Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Lucid in future reports of Lucid Group.

The selected unaudited pro forma condensed combined balance sheet data as of March 31, 2021 gives pro forma effect to the Transactions and the other events as if consummated on March 31, 2021. The selected unaudited pro forma condensed combined statements of operations data for the three months ended March 31, 2021 and for the year ended December 31, 2020 give effect to the Transactions and the other events as if consummated on January 1, 2020, the beginning of the earliest period presented.

The Selected Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information prepared in accordance with Article 11 of Regulation S-X of Lucid Group appearing elsewhere in this proxy statement/prospectus and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements and accompanying notes of Churchill and Lucid for the applicable periods included elsewhere in this proxy statement/prospectus. The Selected Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Lucid Group’s financial position or results of operations actually would have been had the Transactions and the other events been completed as of the dates indicated. The Selected Pro Forma Information does not purport to project the financial position or operating results of Lucid Group that may be expected for any other period in the future.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Churchill’s public stockholders of shares of Churchill’s Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account:

•

Assuming No Redemptions — this scenario assumes that no public stockholders of Churchill exercise their redemption rights with respect to their public shares of Churchill’s Class A common stock for a pro rata share of the funds in the trust account.

•

Assuming Maximum Redemptions — this scenario assumes that 177,026,729 public shares of Churchill’s Class A common stock are redeemed for an aggregate payment of $1,770.3 million, which is derived from the number of shares that could be redeemed in connection with the Transactions at an assumed redemption price of approximately $10.00 per share based on funds held in the trust account as of March 31, 2021 and still satisfy the Available Closing SPAC Cash condition required to consummate the Transactions of at least $2,800.0 million, after giving effect to the proceeds from the PIPE Investment and before giving effect to the payment of the estimated transaction costs incurred in connection with the Transactions of $168.0 million, including deferred underwriting commissions from the Churchill IPO.

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The following summarizes the pro forma Lucid Group Common Stock issued and outstanding immediately after the Transactions, presented under the two assumed redemption scenarios:

	Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)(5)
	Number of Shares		% Ownership		Number of Shares		% Ownership
Lucid shareholders(1)		1,170,324,704		73.4%		1,170,324,704		82.6%
Churchill Sponsor(2)		51,750,000		3.2%		51,750,000		3.6%
Churchill public stockholders		207,000,000		13.0%		29,973,271		2.1%
PIPE Investors(3)		166,666,667		10.4%		166,666,667		11.7%
Total(4)		1,595,741,371		100.0%		1,418,714,642		100.0%

(1)

Excludes an estimated 108,703,877 shares of Lucid Group Common Stock to be reserved for potential future issuance upon the exercise of Lucid Group Options or settlement of Lucid Group RSUs.

(2)

(3)

Reflects the sale and issuance of 166,666,667 shares of Lucid Group Common Stock to the PIPE Investors at $15.00 per share, of which Ayar has agreed to purchase 13,333,333 of such shares.

(4)

(5)

See the subsection entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Lucid Group’s Public Float” and the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2021 (in thousands)	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
Cash		$	5,305,283		$	3,535,016
Total assets		$	6,295,937		$	4,525,670
Total liabilities		$	854,830		$	854,830
Total stockholders’ equity		$	5,441,107		$	3,670,840

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Three Months Ended March 31, 2021 (in thousands, except share and per share data)
Revenue	$	313	$	313
Net loss attributable to common stockholders	$	(3,449,652)	$	(3,449,652)
Net loss per share attributable to common stockholders – basic and diluted	$	(2.30)	$	(2.60)

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COMPARATIVE PER SHARE INFORMATION

The comparative per share information sets forth summary historical per share information for Churchill and Lucid and unaudited pro forma condensed combined per share information after giving effect to the Transactions, presented under the two assumed redemption scenarios as follows:

•

The selected unaudited pro forma condensed combined book value information as of March 31, 2021 gives pro forma effect to the Transactions and the other events as if consummated on March 31, 2021. The selected unaudited pro forma condensed combined net loss per share and weighted average shares outstanding information for the three months ended March 31, 2021 and for the year ended December 31, 2020 gives pro forma effect to the Transactions and the other events as if consummated on January 1, 2020, the beginning of the earliest period presented.

This information is only a summary and should be read in conjunction with the historical financial statements and accompanying notes of Churchill (as restated) and Lucid included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined per share information of Churchill and Lucid is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and accompanying notes included elsewhere in this proxy statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma condensed combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of Churchill and Lucid would have been had the companies been combined during the periods presented.

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Churchill is providing the following comparative per share information to assist you in your analysis of the financial aspects of the Transactions.

							Pro Forma Combined						Lucid Equivalent Pro Forma Per Share(3)
As of and for the three months ended March 31, 2021(1)	Churchill (Historical)			Lucid (Historical)			(Assuming No Redemptions)			(Assuming Maximum Redemptions)			(Assuming No Redemptions)			(Assuming Maximum Redemptions)
Book value per share(2)		$	(20.93)		$	(313.22)		$	3.41		$	2.59		$	8.85		$	6.71
Net loss per share – basic and diluted		$	(13.35)		$	(236.07)		$	(2.30)		$	(2.60)		$	(5.96)		$	(6.76)
Weighted average shares outstanding – basic and diluted			65,318,734			12,349,045			1,501,419,115			1,324,392,386			—			—
Net income per share, Class A common stock subject to possible redemption – basic and diluted		$	0.00			—			—			—			—			—
Weighted average shares outstanding, Class A common stock subject to possible redemption – basic and diluted			196,306,266			—			—			—			—			—
Net loss per share, non-redeemable common stock – basic and diluted		$	(13.35)			—			—			—			—			—
Weighted average shares outstnading, non-redeemable common stock – basic and diluted			65,318,734			—			—			—			—			—
For the year ended December 31, 2020
Net loss per share – basic and diluted		$	(1.02)		$	(75.15)		$	(1.13)		$	(1.35)		$	(2.94)		$	(3.49)
Weighted average shares outstanding – basic and diluted			62,139,948			9,389,540			1,129,469,954			952,443,226			—			—
Net income per share, Class A common stock subject to possible redemption – basic and diluted		$	0.00			—			—			—			—			—
Weighted average shares outstanding, Class A common stock subject to possible redemption – basic and diluted			188,268,610			—			—			—			—			—
Net loss per share, non-redeemable common stock – basic and diluted		$	(1.02)			—			—			—			—			—
Weighted average shares outstanding, non-redeemable common stock – basic and diluted			62,139,948			—			—			—			—			—

(1)

There were no cash dividends declared in the period presented.

(2)

Book value per share is calculated as (a) total shareholders’ equity (deficit) classified in permanent equity divided by (b) the total number of shares of common stock outstanding classified in permanent equity. Churchill’s historical book value per share calculation is based on all shares issued and outstanding related to Churchill’s Class A and Class B common stock classified in permanent equity and excludes Churchill’s Class A common stock subject to possible redemption not classified in permanent equity. Lucid’s historical book value per share calculation is based on all shares issued and outstanding related to Lucid Common Shares classified in permanent equity and excludes all Lucid Preferred Shares, which are all subject to possible redemption and not classified in permanent equity. Lucid Group’s pro forma combined book value per share is based on all shares of Lucid Group Common Stock to be issued and outstanding on a pro forma combined basis immediately after the Transactions under the no redemptions and maximum redemptions scenarios, respectively.

(3)

The equivalent pro forma basic and diluted per share data for Lucid is calculated by multiplying the pro forma combined per share data by the Exchange Ratio of 2.595, which has been determined in accordance with the Merger Agreement and assumes Lucid will have $325.0 million in net cash as of two business days prior to the Closing Date.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express Churchill’s and Lucid’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Lucid operates, including 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 and the potential success of Lucid’s go-to-market strategy. Such forward-looking statements are based on available current market material and Churchill’s and Lucid’s current expectations, beliefs and forecasts concerning future developments and their potential effects on the Transactions, Lucid and Churchill. Factors that may impact such forward-looking statements include:

•

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 Lucid Group or the expected benefits of the proposed transactions or that the approval of the shareholders of Churchill or Lucid is not obtained;

•

the outcome of any legal proceedings that may be instituted against Lucid or Churchill 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;

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•

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 and obtain and utilize certain tax and other incentives;

•

the amount of redemption requests made by Churchill’s public stockholders;

•

the ability of Churchill or Lucid Group 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;

•

the impact of the global COVID-19 pandemic on Lucid, Churchill, Lucid Group’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks;

•

other factors disclosed in this proxy statement/prospectus; and

•

those factors discussed in Churchill’s Annual Report on Form 10-K/A under the heading “Risk Factors,” and other documents of Churchill filed, or to be filed, with the SEC.

There can be no assurance that future developments affecting Churchill and/or Lucid will be those that Churchill or Lucid has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either Churchill’s or Lucid’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Churchill and Lucid will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a stockholder grants its proxy or instructs how its vote should be cast or votes on the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the NYSE proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Churchill and Lucid.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Lucid and will also apply to the business and operations of Lucid Group following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Lucid Group. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Churchill or Lucid may face additional risks and uncertainties that are not presently known to us or Lucid, or that we or Lucid currently deem immaterial, which may also impair our or Lucid’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Lucid’s Business and Operations Following the Business Combination

Risks Related to Lucid’s Business and Industry

The ongoing COVID-19 pandemic has adversely affected Lucid’s business, results of operations and financial condition.

The ongoing COVID-19 pandemic poses risks to Lucid’s business, including through its impact on general economic conditions; manufacturing and supply chain operations; stay-at-home orders; and global financial markets. The pandemic’s impact on economic conditions has led to a global decrease in vehicle sales in markets around the world. Its continued impact on the economy, even after the pandemic has subsided, could lead consumers to further reduce spending, delay purchases of Lucid’s vehicles, or cancel their refundable deposits for Lucid’s vehicles. Because of Lucid’s premium brand positioning and pricing, an economic downturn is likely to have a heightened adverse effect on it, compared to many of its electric vehicle and traditional automotive industry competitors, to the extent that consumer demand for luxury goods is reduced in favor of lower-priced alternatives. Any economic recession or other downturn could also cause logistical challenges and other operational risks if any of Lucid’s suppliers, sub-suppliers or partners become insolvent or are otherwise unable to continue their operations. Further, the immediate or prolonged effects of the COVID-19 pandemic could significantly affect government finances and, accordingly, the continued availability of incentives related to electric vehicle purchases and other governmental support programs.

The spread of COVID-19 has also periodically disrupted the manufacturing operations of other vehicle manufacturers and their suppliers. Any such disruptions to Lucid or to its suppliers could result in delays to Lucid’s plans to begin commercial production of its first vehicle, the Lucid Air sedan, in the second half of 2021, and could negatively affect its production volume. Lucid’s manufacturing operations at a limited number of facilities in Casa Grande, Arizona concentrate these risks.

The pandemic has resulted in the imposition of travel bans and restrictions, quarantines, shelter-in-place and stay-at-home orders and business shutdowns, which have contributed to delays in the anticipated production schedule of the Lucid Air. These measures pose numerous operational risks and logistical challenges to Lucid’s business. For example, Lucid may be required to limit the number of employees and contractors at its manufacturing facilities in Casa Grande, Arizona, which could cause further delays in tooling efforts or in the production schedule of the Lucid Air. In addition, regional, national and international travel restrictions have resulted in adverse impacts to Lucid’s supply chain. For example, in certain instances, international travel restrictions have prevented Lucid supply quality engineers from conducting in-person visits and parts production quality engineering with international suppliers, which has lengthened the time required to finalize and secure certain components of the Lucid Air. Further, Lucid’s sales and marketing activities have been, and may in the future be, adversely affected due to the cancellation or reduction of in-person sales activities, meetings, events and conferences, and Lucid’s planned construction and opening of its Lucid Studio sales and service facilities in key markets has been delayed. The transition of some of

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Lucid’s personnel to a mostly remote workforce has also increased demand on its information technology resources and systems and increased data privacy and cybersecurity risks. These restrictive measures could be in place for a significant period of time and may be reinstituted or replaced with more burdensome restrictions if conditions deteriorate, which could adversely affect Lucid’s start-up, manufacturing and sales and distribution plans and timelines.

In addition, the COVID-19 pandemic has resulted in extreme volatility in the global financial markets, which could increase Lucid’s cost of capital or limit its ability to access financing when it needs it.

The severity, magnitude and duration of the COVID-19 pandemic and its economic and regulatory consequences are rapidly changing and uncertain. Accordingly, Lucid cannot predict the ultimate impact of the COVID-19 pandemic on its business, financial condition and results of operations.

Lucid’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

Lucid is an early-stage company with a limited operating history, operating in a rapidly evolving and highly regulated market. Furthermore, Lucid has not yet released a commercially available vehicle, and it has no experience manufacturing or selling a commercial product at scale. Because Lucid has yet to generate revenue from the sale of electric vehicles, and as a result of the capital-intensive nature of its business, Lucid expects to continue to incur substantial operating losses for the foreseeable future.

Lucid has encountered and expects to continue to encounter risks and uncertainties frequently experienced by early-stage companies in rapidly changing markets, including risks relating to its ability to, among other things:

•

successfully launch commercial production and sales of the Lucid Air on the timing and with the specifications Lucid had planned;

•

hire, integrate and retain professional and technical talent, including key members of management;

•

continue to make significant investments in research, development, manufacturing, marketing and sales;

•

successfully obtain, maintain, protect and enforce its intellectual property and defend against claims of intellectual property infri

	FREQUENTLY USED TERMS					1
	SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS					6
	QUESTIONS AND ANSWERS ABOUT THE PROPOSALS					9
	SUMMARY OF THE PROXY STATEMENT/PROSPECTUS					19
	SELECTED HISTORICAL FINANCIAL INFORMATION OF CHURCHILL					47
	SELECTED HISTORICAL FINANCIAL INFORMATION OF LUCID					49
	SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					51
	COMPARATIVE PER SHARE INFORMATION					54
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					56
	RISK FACTORS					58
	SPECIAL MEETING OF CHURCHILL STOCKHOLDERS					117
	PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL					122
	PROPOSAL NO. 2 — THE CHARTER PROPOSAL					176
	PROPOSAL NO. 3 — THE GOVERNANCE PROPOSAL					178
	PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL					180
	PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSAL					184
	PROPOSAL NO. 6 — THE NYSE PROPOSAL					185
	PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL					187
	OTHER INFORMATION RELATED TO CHURCHILL					188
	CHURCHILL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					197
	INFORMATION ABOUT LUCID					201
	MANAGEMENT AFTER THE BUSINESS COMBINATION					228
	EXECUTIVE COMPENSATION					236
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					242
	LUCID’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					257
	DESCRIPTION OF SECURITIES					278
	COMPARISON OF STOCKHOLDER RIGHTS					287
	PRICE RANGE OF SECURITIES AND DIVIDENDS					296
	BENEFICIAL OWNERSHIP OF SECURITIES					297
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					301
	SECURITIES ACT RESTRICTIONS ON RESALE OF CHURCHILL’S SECURITIES					307
	APPRAISAL RIGHTS					309
	SUBMISSION OF STOCKHOLDER PROPOSALS					310
	FUTURE STOCKHOLDER PROPOSALS					311
	OTHER STOCKHOLDER COMMUNICATIONS					312
	LEGAL MATTERS					313
	EXPERTS					314

	CHANGE IN ACCOUNTANTS					315
	DELIVERY OF DOCUMENTS TO STOCKHOLDERS					316
	WHERE YOU CAN FIND MORE INFORMATION					317
	Annex
	Annex A — Merger Agreement					A-1
	Annex B — Form of Second Amended and Restated Certificate of Incorporation					B-1
	Annex C — Form of Amended and Restated Bylaws					C-1
	Annex D — Investor Rights Agreement					D-1
	Annex E — Sponsor Agreement					E-1
	Annex F — Form of Subscription Agreements					F-1
	Annex G — Voting and Support Agreement					G-1
	Annex H — Lucid Group, Inc. 2021 Stock Incentive Plan (including the 2021 Lucid Group, Inc. Employee Share Purchase Plan attached thereto)					H-1
	Annex I — Opinion of Guggenheim Securities, LLC					I-1

Balance Sheet Data (in thousands)	As of March 31, 2021			As of December 31, 2020
Marketable securities held in Trust Account		$	2,070,267		$	2,070,086
Total assets			2,073,181			2,074,617
Total liabilities			1,086,542			216,179
Class A common stock subject to possible redemption			2,070,000			1,853,438
Total stockholders' equity(1)		$	(1,083,361)		$	5,000

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Three Months Ended March 31, 2021 (in thousands, except share and per share data)
Weighted-average shares outstanding – basic and diluted					1,501,419,115						1,324,392,386