Lucid Group Inc-A美股招股说明书(2025-02-25版)

100,000 Shares of SeriesA Convertible Preferred Stock 297,567,387 Shares of Common Stock Underlying such SeriesAConvertible Preferred Stock 75,000 Shares of SeriesB Convertible Preferred Stock 177,103,144 Shares of Common Stock Underlying such SeriesBConvertible Preferred Stock 396,188,386 Shares of Common Stock This prospectus supplement relates to the possible offer and resale, from time to time, by the sellingstockholder identified in this prospectus supplement (the “Selling Stockholder”) of up to (i)100,000 sharesof our SeriesA Convertible Preferred Stock, par value $0.0001 per share (the “SeriesA ConvertiblePreferred Stock”), (ii)297,567,387 shares of our ClassA Common Stock, par value $0.0001 per share(“Common Stock”), which may be issued upon conversion of the SeriesA Convertible Preferred Stock as ofDecember31, 2024, (iii)75,000 shares of our SeriesB Convertible Preferred Stock, par value $0.0001 pershare (the “SeriesB Convertible Preferred Stock”, and together with the SeriesA Convertible PreferredStock, the “Convertible Preferred Stock”), (iv)177,103,144 shares of our Common Stock, which may beissued upon conversion of the SeriesB Convertible Preferred Stock as of December31, 2024, and(v)396,188,386 shares of our Common Stock (such shares of Convertible Preferred Stock and such sharesof Common Stock, collectively, the “Securities”). We sold the Securities to the Selling Stockholder in aseries of private placements. See “Summary — Private Placements.” The Securities are being registered tofulfill our contractual obligations under an investor rights agreement entered into between us and the SellingStockholder (as amended, the “Investor Rights Agreement”). We will not receive any of the proceeds fromthe sale of the Securities by the Selling Stockholder. The Selling Stockholder identified in this prospectus supplement may offer the Securities from time totime through public or private transactions at prevailing market prices or at privately negotiated prices,through a combination of these methods or any other method as the Selling Stockholder determines fromtime to time. See “Plan of Distribution.” We have agreed to pay certain expenses in connection with the registration of the Securities. TheSelling Stockholder will pay all selling commissions and stock transfer taxes, if any, in connection with thesale of the Securities. Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol“LCID.” On February 24, 2025, the last sale price of our Common Stock as reported on Nasdaq was $2.78. Investing in our Securities involves risks. You should read carefully this prospectus supplement, theaccompanying prospectus and the documents incorporated or deemed incorporated by reference into thisprospectus supplement and the accompanying prospectus before you invest. See “Risk Factors” beginning onpageS-5of this prospectus supplement for information on certain risks related to the purchase of our Securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Prospectus Supplement dated February 25, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4RISK FACTORSS-5USE OF PROCEEDSS-10DESCRIPTION OF SECURITIES BEING REGISTEREDS-11SELLING STOCKHOLDERS-20PLAN OF DISTRIBUTIONS-22VALIDITY OF THE SECURITIESS-24EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-26 PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1FREQUENTLY USED TERMS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5THE COMPANY7RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF SECURITIES10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEPOSITARY SHARES22DESCRIPTION OF DEBT SECURITIES24DESCRIPTION OF WARRANTS27DESCRIPTION OF SUBSCRIPTION RIGHTS28DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS29SELLING SECURITYHOLDERS30PLAN OF DISTRIBUTION31LEGAL MATTERS32EXPERTS33 You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus filed by us with theSecurities and Exchange Commission (the “SEC”). We and the Selling Stockholder have not authorizedanyone to provide you with different information. This prospectus supplement, the accompanyingprospectus and any applicable free writing prospectus do not constitute an offer to sell or the solicitation ofan offer to buy any securities other than the registered securities to which they relate or an offer to sell orthe solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation isunlawful. You should not assume that the information contained in this prospectus supplement, theaccompa