0001104659-21-080354 | S-4/A | XBRL Viewer

Document And Entity Information	3 Months Ended
Mar. 31, 2021
Document And Entity Information
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 2
Entity Registrant Name	Churchill Capital Corp IV
Entity Central Index Key	0001811210
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

BALANCE SHEET	Dec. 31, 2020 USD ($)
Current Assets
Cash	$ 3,592,857
Prepaid expenses	937,786
Total Current Assets	4,530,643
Cash and marketable securities held in Trust Account	2,070,086,006
TOTAL ASSETS	2,074,616,649
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accrued expenses	1,446,951
Current income taxes payable	81,422
Warrant liability	142,200,500
Deferred underwriting payable	72,450,000
Total Liabilities	216,178,873
Commitments
Class A common stock subject to possible redemption 185,343,777 shares at redemption value	1,853,437,770
Current liabilities
Income taxes payable	81,422
Total Current Liabilities	1,528,373
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	68,460,540
Accumulated deficit	(63,467,875)
Total Stockholders' Equity	5,000,006
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,074,616,649
Class A Common Stock
Stockholders' Equity
Common stock value	2,166
Class B Common Stock
Stockholders' Equity
Common stock value	$ 5,175

STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
STATEMENT OF OPERATIONS - USD ($)	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Formation and operating costs	$ 3,089,824			$ 2,976,423
Loss from operations	(3,089,824)			(2,976,423)
Other income:
Interest earned on marketable securities held in Trust Account	177,326			531,361
Loss on warrant liabilities	(812,374,402)		$ (51,980,500)	(58,778,500)
Transaction costs attributable to the Initial Public Offering			(2,167,536)	(2,167,536)
Unrealized gain on marketable securities held in Trust Account	3,956			4,645
Other expense, net	(868,684,756)			(60,410,030)
Loss before provision for income taxes	(871,774,580)			(63,386,453)
Provision for income taxes	(23,578)			(81,422)
Net loss	$ (871,798,158)	$ (54,303,650)	$ (54,304,650)	$ (63,467,875)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	196,306,266	191,473,711	191,473,711	188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	65,318,734	59,043,747	54,862,784	62,139,949
Basic and diluted net loss per share, Non-redeemable common stock	$ (13.35)	$ (0.92)	$ (0.99)	$ (1.02)
Class A Common Stock
Other income:
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption				188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption				$ 0.00
Non-redeemable common stock
Other income:
Basic and diluted weighted average shares outstanding, Non-redeemable common stock				62,139,948
Basic and diluted net loss per share, Non-redeemable common stock				$ (1.02)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Apr. 29, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance (in shares) at Apr. 29, 2020	0	0
Net loss					(54,304,650)
Balance at Sep. 30, 2020					5,000,006
Balance at Apr. 29, 2020	$ 0	$ 0	0	0	0
Balance (in shares) at Apr. 29, 2020	0	0
Issuance of Class B common stock	$ 0	$ 5,175	19,825	0	25,000
Issuance of Class B common stock (in shares)		51,750,000
Sale of 207,000,000 Units, net of underwriting discounts and offering expenses	$ 20,700	$ 0	1,921,859,951	0	1,921,880,651
Sale of 207,000,000 Units, net of underwriting discounts and offering expenses (in shares)	207,000,000
Class A common stock subject to possible redemption	$ (18,534)	0	(1,853,419,236)	0	(1,853,437,770)
Class A common stock subject to possible redemption (in shares)	(185,343,777)
Net loss	$ 0	0	0	(63,467,875)	(63,467,875)
Balance at Dec. 31, 2020	$ 2,166	$ 5,175	68,460,540	(63,467,875)	5,000,006
Balance (in shares) at Dec. 31, 2020	21,656,223	51,750,000
Class A common stock subject to possible redemption	$ (2,166)		(68,460,540)	(148,099,524)	(216,562,230)
Class A common stock subject to possible redemption (in shares)	(21,656,223)
Net loss					(871,798,158)
Balance at Mar. 31, 2021	$ 0	$ 5,175	$ 0	$ (1,083,365,557)	$ (1,083,360,382)
Balance (in shares) at Mar. 31, 2021	0	51,750,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	8 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (871,798,158)	$ (63,467,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(177,326)	(531,361)
Unrealized gain on marketable securities held in Trust Account	(3,956)	(4,645)
Loss on warrant liabilities	812,374,402	58,778,500
Transaction costs attributable to Initial Public Offering		2,167,536
Changes in operating assets and liabilities:
Prepaid expenses	92,114	(937,786)
Accrued expenses	(27,032)	1,446,951
Income taxes payable	23,578	81,422
Net cash used in operating activities	(3,024,742)	(2,467,258)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(2,070,000,000)
Cash withdrawn from Trust Account to pay taxes		450,000
Net cash used in investing activities		(2,069,550,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		2,033,596,400
Proceeds from sale of Private Placement Warrants		42,850,000
Proceeds from promissory note - related party	1,500,000	550,000
Repayment of promissory note - related party	(550,000)	(550,000)
Payment of offering costs		(861,285)
Net cash provided by financing activities	1,500,000	2,075,610,115
Net Change in Cash	(1,524,742)	3,592,857
Cash - Beginning of period	3,592,857
Cash - End of period	2,068,115	3,592,857
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption		1,914,737,110
Change in value of Class A common stock subject to possible redemption	$ 216,562,230	(61,299,340)
Deferred underwriting fee payable		$ 72,450,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	8 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (the “Company”) was incorporated in Delaware on April 30, 2020. The Company was 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 (the “Business Combination”). The Company has one subsidiary, Air Merger Sub, Inc., a direct, wholly-owned subsidiary of the Company incorporated in Delaware on February 19, 2021 (“Merger Sub”) (see Note 6). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from April 30, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Atieva”) (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on July 29, 2020. On August 3, 2020, the Company consummated the Initial Public Offering of 207,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 27,000,000 Units, at $10.00 per Unit, generating gross proceeds of $2,070,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 42,850,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor IV LLC, (the “Sponsor”), generating gross proceeds of $42,850,000 which is described in Note 4. 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 closing of the Initial Public Offering on August 3, 2020, an amount of $2,070,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn for working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its taxes (“permitted withdrawals”)). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees will agree to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by August 3, 2022 (or November 3, 2022 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by August 3, 2022) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of March 31, 2021, approximately $267,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations and for permitted withdrawals. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (the “Company”) was incorporated in Delaware on April 30, 2020. The Company was 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 (the “Business Combination”). The Company has one subsidiary, Air Merger Sub, Inc., a direct, wholly owned subsidiary of the Company incorporated in Delaware on February 19, 2021 (“Merger Sub”) (see Note 12). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from April 30, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Atieva”) (see Note 12). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on July 29, 2020. On August 3, 2020, the Company consummated the Initial Public Offering of 207,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 27,000,000 Units, at $10.00 per Unit, generating gross proceeds of $2,070,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 42,850,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor IV LLC, (the “Sponsor”), generating gross proceeds of $42,850,000 which is described in Note 5. 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 closing of the Initial Public Offering on August 3, 2020, an amount of $2,070,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn for working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its taxes (“permitted withdrawals”)). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees will agree to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by August 3, 2022 (or November 3, 2022 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by August 3, 2022) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of December 31, 2020, the Company had $3,592,857 in its operating bank accounts, $2,070,086,006 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $3,218,168. As of December 31, 2020, approximately $86,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. On February 22, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (see Note 12).

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

8 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. See Notes 3, 8, 9, 10 and 11.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, or cash.

The table below summarizes the effects of the restatement on the financial statements for all periods being restated:


	As
	Previously		As
	Reported		Adjustments		Restated

Balance sheet as of August 3, 2020 (audited)
Total Liabilities	$	72,450,000	$	83,422,000	$	155,872,000
Class A Common Stock Subject to Possible Redemption		1,998,159,110		(83,422,000)		1,914,737,110
Class A Common Stock		718		835		1,553
Additional Paid-in Capital		4,995,112		2,166,701		7,161,813
Accumulated Deficit		(1,000)		(2,167,536)		(2,168,536)
Shareholders’ Equity		5,000,005		—		5,000,005

Number of shares subject to redemption		199,815,911		(8,342,200)		191,473,711

Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	72,483,333	$	135,402,500	$	207,885,833
Class A Common Stock Subject to Possible Redemption		1,998,003,495		(135,402,500)		1,862,600,995
Class A Common Stock		721		1,354		2,075
Additional Paid-in Capital		5,150,724		54,146,682		59,297,406
Accumulated Deficit		(156,614)		(54,148,036)		(54,304,650)
Shareholders’ Equity		5,000,006		—		5,000,006

Number of shares subject to redemption		199,787,373		(13,539,371)		186,248,002

Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	73,978,373	$	142,200,500	$	216,178,873
Class A Common Stock Subject to Possible Redemption		1,995,638,270		(142,200,500)		1,853,437,770
Class A Common Stock		744		1,422		2,166
Additional Paid-in Capital		7,515,926		60,944,614		68,460,540
Accumulated Deficit		(2,521,839)		(60,946,036)		(63,467,875)
Shareholders’ Equity		5,000,006		—		5,000,006

Number of shares subject to redemption		199,563,827		(14,220,050)		185,343,777

Statement of Operations for the three Month Ended September 30, 2020 (unaudited)
Net loss	$	(155,614)	$	(54,148,036)	$	(54,303,650)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,815,911		(8,342,200)		191,473,711
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		53,784,534		5,259,213		59,043,747
Basic and diluted net loss per share, Non-redeemable common stock		0.00		(0.92)		(0.92)

Statement of Operations for the period from April 30, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(156,614)	$	(54,148,036)	$	(54,304,650)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,815,911		(8,342,200)		191,473,711
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		51,169,291		3,693,493		54,862,784
Basic and diluted net loss per share, Non-redeemable common stock		0.00		(0.99)		(0.99)

Statement of Operations for the period from April 30, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(2,521,839)	$	(60,946,036)	$	(63,467,875)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,798,408		(11,529,798)		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		54,384,479		7,755,470		62,139,949
Basic and diluted net loss per share, Non-redeemable common stock		(0.05)		(0.97)		(1.02)

Statement of Cash Flows for the period from April 30, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(2,521,839)	$	(60,946,036)	$	(63,467,875)
Loss on warrant liabilities		—		58,778,500		58,778,500
Transaction costs attributable to Initial Public Offering		—		2,167,536		2,167,536
Initial classification of Class A common stock subject to possible redemption		1,998,159,110		(83,422,000)		1,914,737,110
Change in value of Class A common stock subject to possible redemption		(2,520,840)		(58,778,500)		(61,299,340)

Statement of Cash Flows for the period from April 30, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(156,614)	$	(54,148,036)	$	(54,304,650)
Loss on warrant liabilities		—		51,980,500		51,980,500
Transaction costs attributable to Initial Public Offering		—		2,167,536		2,167,536
Initial classification of Class A common stock subject to possible redemption		1,998,159,110		(83,422,000)		1,914,737,110
Change in value of Class A common stock subject to possible redemption		(155,615)		(51,980,500)		(52,136,115)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on May 14, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company 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”), and it may 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. From inception to March 31, 2021, the Company withdrew $450,000 of interest earned on the Trust Account for working capital purposes, of which no amounts were withdrawn during the three months ended March 31, 2021.

Convertible Debt

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments.

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

Derivative Liabilities

The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.

For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded as a derivative liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021 and December 31, 2020, the Company had a deferred tax asset of approximately $1,228,000 and $594,000 respectively, which had a full valuation allowance recorded against it of approximately $1,228,000 and $594,000, respectively.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company recorded $23,578 of income tax expense. The Company’s effective tax rate for the three months ended March 31, 2021 was approximately 0%, which differs from the expected income tax rate primarily due to the permanent differences associated with the change in the fair value of the derivative liabilities and start-up costs (discussed above) which are not currently deductible.

Net income (Loss) per Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 84,250,000 shares of common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of mutual funds. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through December 31, 2020, the Company withdrew $450,000 of interest earned on the Trust Account for working capital purposes.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 84,250,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RELATED PARTY TRANSACTIONS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 22, 2020, the Sponsor purchased 21,562,500 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). On July 14, 2020, the Company effected a stock dividend of one-third of a share of Class B common stock for each outstanding share of Class B common stock, on July 27, 2020, the Company effected a stock dividend of 0.50 to 1 share of Class B common stock for each outstanding share of Class B common stock and on July 30, 2020, the Company effected a stock dividend of 0.20 to 1 share of Class B common stock for each outstanding share of Class B common stock, resulting in 51,750,000 shares of Class B common stock being issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividends. The Founder Shares included an aggregate of up to 6,750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 6,750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lock-up.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on July 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the three months ended March 31, 2021, the Company incurred and paid $150,000 in fees for these services.

Advisory Fee

The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

Promissory Note — Related Party

On May 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The borrowings outstanding under the note in the amount of $550,000 were repaid upon the consummation of the Initial Public Offering on August 3, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

On February 22, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the Convertible Promissory Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the outstanding balance under the Convertible Promissory Note amounted to an aggregate of $1,500,000.

The Company assessed the provisions of the Convertible Promissory Note under ASC 470-20. The derivative component of the obligation is initially valued and classified as a derivative liability. The excess of the fair value of the derivative liability over the principal in the amount of $56,191,636 was recorded as interest expense in the accompanying condensed statement of operations. The conversion option was valued using the Black-Scholes option pricing formula, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 9):


				February 22,
				2021
	March 31,			(Initial
	2021			Measurement)
Underlying warrant value	$	12.45		$	39.46
Exercise price	$	1.00		$	1.00
Holding period		0.23			0.34
Risk-free rate		0.03	%		0.03	%
Volatility		125	%		125	%
Dividend yield		0.0	%		0.0	%

The following table presents the change in the fair value of conversion option liability:


Fair value as of January 1, 2021	$	—
Initial measurement on February 22, 2021		57,691,636
Change in fair value		(40,517,598)
Fair value as of March 31, 2021	$	17,174,038

The debt discount is being amortized to interest expense as a non-cash charge over the term of the Convertible Promissory Note, which is assumed to be July 2021, the Company's expected Business Combination date. During the three months ended March 31, 2021, the Company recorded $300,000 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount at March 31, 2021 amounted to $1,200,000.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on July 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the period from April 30, 2020 (inception) through December 31, 2020, the Company incurred and paid $250,000 in fees for these services.

Advisory Fee

Promissory Note — Related Party

Related Party Loans

WARRANT LIABILITY

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and

if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. WARRANT LIABILITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and

if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

FAIR VALUE MEASUREMENTS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,
Description	Level	2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,267,288	$	2,070,086,006


Liabilities:
Warrant liability – Public Warrants	1		461,610,000		62,928,000
Warrant liability – Private Placement Warrants	3		533,482,500		79,272,500
Conversion option liability	3		17,174,038		—

The derivative instruments were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the condensed consolidated statement of operations.

The Private Placement Warrants were valued using a modified Black Scholes model, which is considered to be a Level 3 fair value measurement. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CCIV.WS, which is a Level 1 fair value.

As of March 31, 2021 and December 31, 2020, the estimated fair value of the Private Placement Warrants was determined using a Black-Scholes valuation and based on the following significant inputs:


	March 31,			December 31,
	2021			2020
Exercise price	$	11.50		$	11.50
Stock price	$	23.18		$	10.01
Volatility		40	%		30	%
Probability of completing a Business Combination		90	%		80	%
Term		5.23			5.33
Risk-free rate		0.97	%		0.50	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of the Level 3 warrant liabilities:


	Private Placement
	Warrants
January 1, 2021	$	79,272,500
Change in fair value		454,210,000
Fair value as of March 31, 2021		533,482,500

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

NOTE 11. FAIR VALUE MEASUREMENTS

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,086,006

Liabilities:
Warrant Liability – Public Warrants	1	$	62,928,000
Warrant Liability – Private Placement Warrants	3	$	79,272,500

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations.

At issuance, the Warrant Liability for Public Warrants and Private Placement Warrants were valued as of July 30, 2020 using a Monte Carlo simulation and a modified Black Scholes model, respectively, which are considered to be a Level 3 fair value measurements. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CCIV.WS, which is a Level 1 fair value.

The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.

As of issuance and December 31, 2020, the estimated fair value of Warrant Liability — Private Placement Warrants were determined using a Black-Scholes valuation and based on the following significant inputs:


	At			As of December 31,
	issuance			2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.80		$	10.01
Volatility		19.8	%		30	%
Probability of completing a Business Combination		80.0	%		80	%
Term		5.33			5.33
Risk-free rate		0.34	%		0.50	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of April 30, 2020 (inception)	$	—	$	—	$	—
Initial measurement on July 30, 2020		42,850,000		40,572,000		83,422,000
Change in valuation inputs or other assumptions		36,422,500		22,356,000		58,778,500
Fair value as of December 31, 2020	$	79,272,500	$	62,928,000	$	142,200,500

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements other than the following:

On May 28, 2021, the Company and the Sponsor amended the agreement relating to administrative and support services to provide that the Company will not be required to pay the $50,000 per month fee under the agreement from and after July 1, 2021.

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Merger Agreement

On February 22, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub and Atieva, relating to a proposed business combination transaction between the Company and Atieva.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Atieva with Atieva being the surviving entity in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

The aggregate consideration to be paid to the shareholders of Atieva will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Atieva and its subsidiaries less (ii) all indebtedness for borrowed money of Atieva and its subsidiaries, in each case as of two business days prior to the closing date (the “Equity Value”) and will be paid entirely in shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) in an amount equal to $10.00 per share (the “Merger Consideration”).

At the effective time of the Merger:

(i)

each share of capital stock of Atieva (the “Atieva Shares”) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the Merger Consideration. All share incentive plan or similar equity-based compensation plans maintained for employees of Atieva will be assumed by the Company and all outstanding options to purchase Atieva Shares (each, a “Atieva Option”) and each restricted stock unit award (“RSU”) with respect to Atieva Shares (each, a “Atieva RSU”) will be assumed by the Company as described below. For purposes of the following paragraph, the “Exchange Ratio” means the Equity Value per share divided by $10.00.

(ii)

each Atieva Option will become an option to purchase shares of Class A Common Stock (each, an “Assumed Option”), on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to the Atieva Option immediately prior to the effective time of the Merger, except that (i) the number of shares of Class A Common Stock subject to such Assumed Option shall equal the product of (x) the number of Atieva Shares that were subject to the option immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share, and (B) the per-share exercise price shall equal the quotient of (1) the exercise price per Atieva Share at which such option was exercisable immediately prior to the effective time of the Merger, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent.

(iii)

each Atieva RSU, will be assumed by the Company and become an RSU with respect to shares of Class A Common Stock (each, an “Assumed RSU”) on the same terms and conditions (including applicable vesting provisions) as applied to each Atieva RSU immediately prior to the effective time of the Merger, except that the number of shares of Class A Common Stock subject to such Assumed RSU Award will be equal the product of (x) the number of Atieva Shares that were subject to such RSU immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Subscription Agreement

In connection with the execution of the Merger Agreement, the Company entered into certain common stock subscription agreements (the “Subscription Agreements”) with certain investment funds (the “PIPE Investors”) pursuant to which, the Company has agreed to issue and sell to the PIPE Investors $2.5 billion of Class A common stock (the “PIPE Shares”) in reliance on an exemption from registration under Section 4(a)(2) under the Securities Act at a purchase price of $15 per share (the “PIPE Investment”). Pursuant to the Subscription Agreements, the PIPE Investors have agreed to not transfer any PIPE Shares until the later of (i) the effectiveness of the registration statement to be filed following the closing of the Transactions to register the PIPE Shares and (ii) September 1, 2021. 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 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.

The Subscription Agreements provide that the Company is required to file with the SEC, within 30 days after the consummation of the Transactions, a shelf registration statement covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th day (or 150th day if the SEC notifies the Company that it will “review” such registration statement) following the closing of the PIPE Investment and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

Consulting Agreements

On February 20, 2021, the Company entered into a transactional support agreement with a service provider, pursuant to which the service provider agreed to render certain financial advisory and capital markets advisory services for a potential Business Combination. The Company agreed to pay the service provider a fee of (i) $6,000,000 is payable upon the consummation of a Business Combination (ii) $500,000 is payable upon consummation of the financing (iii) out-of-pocket expenses not to exceed $125,000 without prior approval.

Promissory Note

On February 22, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Note”). The Note is non-interest bearing and payable on the earlier of (i) the date of which the Company consummates a Business Combination or (ii) the date that the winding up of the Company. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. The Company borrowed an aggregate of $1,500,000 on February 22, 2021.

Legal Proceedings

On March 3, 2021, Richard Hofman, a purported stockholder of the Company, filed a complaint, individually and on behalf of other of the Company stockholders, in the Superior Court of the State of California against the Company, 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 the Company's public filings, concerning the proposed merger between the Company 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 the Company 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 Company stockholders. The amended complaint alleges claims for fraud against defendants Lucid and Peter Rawlinson, and negligent misrepresentation against the Company, Lucid, and Mr. Rawlinson. The amended complaint seeks compensatory and punitive damages. 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 April 18, 2021, Randy Phillips, a purported stockholder of the Company, filed a complaint, individually and on behalf of other Company stockholders, in the United States District Court for the Northern District of Alabama against the Company, Atieva, Inc. (doing business as Lucid), Michael Klein, Jay Taragin, and Peter Rawlinson. The complaint alleges claims for violations of the federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act in connection with allegedly false and misleading statements and omissions concerning Lucid's business plans and prospects, as well as the proposed merger between the Company and Lucid. The complaint seeks compensatory and punitive damages.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Income (Loss) per Common Share

Net income (Loss) per Share

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

Net Income (Loss) per Common Share

The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

8 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Summarizes the effects of the restatement on the financial statements

The table below summarizes the effects of the restatement on the financial statements for all periods being restated:


	As
	Previously		As
	Reported		Adjustments		Restated

Balance sheet as of August 3, 2020 (audited)
Total Liabilities	$	72,450,000	$	83,422,000	$	155,872,000
Class A Common Stock Subject to Possible Redemption		1,998,159,110		(83,422,000)		1,914,737,110
Class A Common Stock		718		835		1,553
Additional Paid-in Capital		4,995,112		2,166,701		7,161,813
Accumulated Deficit		(1,000)		(2,167,536)		(2,168,536)
Shareholders’ Equity		5,000,005		—		5,000,005

Number of shares subject to redemption		199,815,911		(8,342,200)		191,473,711

Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities	$	72,483,333	$	135,402,500	$	207,885,833
Class A Common Stock Subject to Possible Redemption		1,998,003,495		(135,402,500)		1,862,600,995
Class A Common Stock		721		1,354		2,075
Additional Paid-in Capital		5,150,724		54,146,682		59,297,406
Accumulated Deficit		(156,614)		(54,148,036)		(54,304,650)
Shareholders’ Equity		5,000,006		—		5,000,006

Number of shares subject to redemption		199,787,373		(13,539,371)		186,248,002

Balance sheet as of December 31, 2020 (audited)
Total Liabilities	$	73,978,373	$	142,200,500	$	216,178,873
Class A Common Stock Subject to Possible Redemption		1,995,638,270		(142,200,500)		1,853,437,770
Class A Common Stock		744		1,422		2,166
Additional Paid-in Capital		7,515,926		60,944,614		68,460,540
Accumulated Deficit		(2,521,839)		(60,946,036)		(63,467,875)
Shareholders’ Equity		5,000,006		—		5,000,006

Number of shares subject to redemption		199,563,827		(14,220,050)		185,343,777

Statement of Operations for the three Month Ended September 30, 2020 (unaudited)
Net loss	$	(155,614)	$	(54,148,036)	$	(54,303,650)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,815,911		(8,342,200)		191,473,711
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		53,784,534		5,259,213		59,043,747
Basic and diluted net loss per share, Non-redeemable common stock		0.00		(0.92)		(0.92)

Statement of Operations for the period from April 30, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(156,614)	$	(54,148,036)	$	(54,304,650)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,815,911		(8,342,200)		191,473,711
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		51,169,291		3,693,493		54,862,784
Basic and diluted net loss per share, Non-redeemable common stock		0.00		(0.99)		(0.99)

Statement of Operations for the period from April 30, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(2,521,839)	$	(60,946,036)	$	(63,467,875)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		199,798,408		(11,529,798)		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption		0.00		0.00		0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		54,384,479		7,755,470		62,139,949
Basic and diluted net loss per share, Non-redeemable common stock		(0.05)		(0.97)		(1.02)

Statement of Cash Flows for the period from April 30, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(2,521,839)	$	(60,946,036)	$	(63,467,875)
Loss on warrant liabilities		—		58,778,500		58,778,500
Transaction costs attributable to Initial Public Offering		—		2,167,536		2,167,536
Initial classification of Class A common stock subject to possible redemption		1,998,159,110		(83,422,000)		1,914,737,110
Change in value of Class A common stock subject to possible redemption		(2,520,840)		(58,778,500)		(61,299,340)

Statement of Cash Flows for the period from April 30, 2020 (inception) to September 30, 2020 (unaudited)
Net loss	$	(156,614)	$	(54,148,036)	$	(54,304,650)
Loss on warrant liabilities		—		51,980,500		51,980,500
Transaction costs attributable to Initial Public Offering		—		2,167,536		2,167,536
Initial classification of Class A common stock subject to possible redemption		1,998,159,110		(83,422,000)		1,914,737,110
Change in value of Class A common stock subject to possible redemption		(155,615)		(51,980,500)		(52,136,115)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of basic and diluted loss per common share

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis


		March 31,
Description	Level	2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,267,288	$	2,070,086,006


Liabilities:
Warrant liability – Public Warrants	1		461,610,000		62,928,000
Warrant liability – Private Placement Warrants	3		533,482,500		79,272,500
Conversion option liability	3		17,174,038		—


Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,086,006

Liabilities:
Warrant Liability – Public Warrants	1	$	62,928,000
Warrant Liability – Private Placement Warrants	3	$	79,272,500

Schedule of significant inputs


	March 31,			December 31,
	2021			2020
Exercise price	$	11.50		$	11.50
Stock price	$	23.18		$	10.01
Volatility		40	%		30	%
Probability of completing a Business Combination		90	%		80	%
Term		5.23			5.33
Risk-free rate		0.97	%		0.50	%
Dividend yield		0.0	%		0.0	%


	At			As of December 31,
	issuance			2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.80		$	10.01
Volatility		19.8	%		30	%
Probability of completing a Business Combination		80.0	%		80	%
Term		5.33			5.33
Risk-free rate		0.34	%		0.50	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in the fair value of warrant liabilities


	Private Placement
	Warrants
January 1, 2021	$	79,272,500
Change in fair value		454,210,000
Fair value as of March 31, 2021		533,482,500

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of April 30, 2020 (inception)	$	—	$	—	$	—
Initial measurement on July 30, 2020		42,850,000		40,572,000		83,422,000
Change in valuation inputs or other assumptions		36,422,500		22,356,000		58,778,500
Fair value as of December 31, 2020	$	79,272,500	$	62,928,000	$	142,200,500

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended	8 Months Ended
	Aug. 03, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) subsidiary $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Feb. 22, 2021 USD ($)
Number of subsidiaries		1	1
Proceeds from Issuance Initial Public Offering			$ 2,033,596,400
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 11.50	$ 11.50
Proceeds from Issuance of Warrants			$ 42,850,000
Deferred underwriting fee payable		$ 72,450,000	72,450,000
Working Capital Requirement Fund Annual Limit	$ 1,000,000
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10.00
Maximum Percentage Of Shares Eligible From Redemption	15.00%
Dissolution Expenses Payable	$ 100,000
Cash		2,068,115	3,592,857
Cash and marketable securities held in Trust Account		2,070,267,288	2,070,086,006
Working capital			3,218,168
Amount deposited in trust account		$ 267,000	$ 86,000
Subsequent Event
Maximum borrowing capacity of related party promissory note				$ 1,500,000
IPO
Stock issued during period, shares, new issues \| shares	207,000,000	207,000,000	207,000,000
Shares issued, price per share \| $ / shares	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 2,070,000,000
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 11.50	$ 11.50
Transaction Cost Related To Issuance Of Common Stock	109,714,885	$ 109,714,885
Underwriting Fees	36,403,600
Deferred underwriting fee payable	72,450,000
Other Costs Related To Issuance Of Common Stock	$ 861,285
Over-Allotment Option
Stock issued during period, shares, new issues \| shares	27,000,000	27,000,000	27,000,000
Shares issued, price per share \| $ / shares	$ 10.00
Private Placement
Number Of warrants issued \| shares		42,850,000	42,850,000
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 1.00	$ 1.00
Proceeds from Issuance of Warrants		$ 42,850,000	$ 42,850,000
Churchill Sponsor LLC [Member]
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage	80.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	$ 5,000,001

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Aug. 03, 2020	Jul. 30, 2020	Apr. 29, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Liabilities	$ 1,086,541,457	$ 216,178,873	$ 207,885,833	$ 155,872,000
Class A Common Stock Subject to Possible Redemption	2,070,000,000	1,853,437,770	1,862,600,995	1,914,737,110
Additional Paid-in Capital		68,460,540	59,297,406	7,161,813
Accumulated deficit	(1,083,365,557)	(63,467,875)	54,304,650	2,168,536
Shareholders' Equity	(1,083,360,382)	$ 5,000,006	$ 5,000,006	$ 5,000,005		$ 0
Number of shares subject to redemption		185,343,777	186,248,002	191,473,711
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock		$ 2,166	$ 2,075	$ 1,553
Number of shares subject to redemption	207,000,000	185,343,777			185,343,777
As Previously Reported \| Restatement of warrants as derivative liabilities
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Liabilities		$ 73,978,373	72,483,333	72,450,000
Class A Common Stock Subject to Possible Redemption		1,995,638,270	1,998,003,495	1,998,159,110
Additional Paid-in Capital		7,515,926	5,150,724	4,995,112
Accumulated deficit		(2,521,839)	156,614	1,000
Shareholders' Equity		$ 5,000,006	$ 5,000,006	$ 5,000,005
Number of shares subject to redemption		199,563,827	199,787,373	199,815,911
As Previously Reported \| Restatement of warrants as derivative liabilities \| Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock		$ 744	$ 721	$ 718
As Adjustments \| Restatement of warrants as derivative liabilities
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Liabilities		142,200,500	135,402,500	83,422,000
Class A Common Stock Subject to Possible Redemption		(142,200,500)	(135,402,500)	(83,422,000)
Additional Paid-in Capital		60,944,614	54,146,682	2,166,701
Accumulated deficit		$ (60,946,036)	$ 54,148,036	$ 2,167,536
Number of shares subject to redemption		(14,220,050)	(13,539,371)	(8,342,200)
As Adjustments \| Restatement of warrants as derivative liabilities \| Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock		$ 1,422	$ 1,354	$ 835

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$ 177,326			$ 475,781
Unrealized gain on investments held in Trust Account	3,956			4,159
Less: Company's portion available to be withdrawn to pay taxes	73,578			(193,315)
Less: Company's portion available to be withdrawn for working capital purposes	$ 107,704			$ (286,625)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	196,306,266	191,473,711	191,473,711	188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Non-Redeemable Common Stock Numerator: Net loss minus net earnings
Net loss	$ (871,798,158)	$ (54,303,650)	$ (54,304,650)	$ (63,467,875)
Non-redeemable Net loss	$ (871,798,158)			$ (63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock	65,318,734	59,043,747	54,862,784	62,139,949
Basic and diluted net loss per share, Non-redeemable Common stock	$ (13.35)	$ (0.92)	$ (0.99)	$ (1.02)

RELATED PARTY TRANSACTIONS (Details) - USD ($)							3 Months Ended	8 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 03, 2020	Jul. 30, 2020	Jul. 27, 2020	Jul. 14, 2020	May 22, 2020	May 13, 2020	Mar. 31, 2021	Dec. 31, 2020
Issuance of Class B common stock								$ 25,000
Fees incurred for services								250,000
Initial public offering cost						$ 600,000
Repayment of promissory note - related party	$ 550,000						$ 550,000	550,000
Debt conversion, original debt, amount							$ 1,500,000	$ 1,500,000
Conversion price							$ 1.00	$ 1.00
Over-Allotment Option
Issuance of Class B common stock (in shares)	27,000,000						27,000,000	27,000,000
Sponsor
Weighted average number of shares, common stock subject to repurchase or cancellation							6,750,000	6,750,000
Equity method investment, ownership percentage							20.00%	20.00%
Sponsor \| Over-Allotment Option
Weighted average number of shares, common stock subject to repurchase or cancellation							6,750,000	6,750,000
Administrative Support Agreement
Management fee expense		$ 50,000
Fees incurred for services							$ 150,000
Class A Common Stock
Common Stock, Shares, Issued		21,656,223					0	21,656,223
Common stock, shares, outstanding		7,436,173					0	21,656,223
Share price							$ 12.00	$ 12.00
Class B Common Stock
Issuance of Class B common stock (in shares)					21,562,500
Issuance of Class B common stock					$ 25,000
Common stock dividends per share		$ 0.20	$ 0.50	$ 0.33
Effected common stock dividend share		1	1	1
Common Stock, Shares, Issued		51,750,000					51,750,000	51,750,000
Common stock, shares, outstanding		51,750,000					51,750,000	51,750,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 2,068,115	$ 3,592,857
Prepaid expenses	845,672	937,786
Total Current Assets	2,913,787	4,530,643
Marketable securities held in Trust Account	2,070,267,288	2,070,086,006
TOTAL ASSETS	2,073,181,075	2,074,616,649
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	1,419,919	1,446,951
Income taxes payable	105,000	81,422
Convertible promissory note - related party, net of discount	300,000
Total Current Liabilities	1,824,919	1,528,373
Derivative liabilities	1,012,266,538	142,200,500
Warrant liability	17,174,038	142,200,500
Deferred underwriting fee payable	72,450,000	72,450,000
Total Liabilities	1,086,541,457	216,178,873
Commitments and contingencies
Class A common stock subject to possible redemption, 207,000,000 and 185,343,777 shares at redemption value at as of March 31, 2021 and December 31, 2020, respectively	2,070,000,000	1,853,437,770
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital		68,460,540
Accumulated deficit	(1,083,365,557)	(63,467,875)
Total Stockholders' Equity	(1,083,360,382)	5,000,006
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,073,181,075	2,074,616,649
Class A Common Stock
Stockholders' Equity
Common stock value		2,166
Class B Common Stock
Stockholders' Equity
Common stock value	$ 5,175	$ 5,175

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Operating costs	$ 3,089,824			$ 2,976,423
Loss from operations	(3,089,824)			(2,976,423)
Other income (expense):
Changes in fair value of derivative liabilities	(812,374,402)		$ (51,980,500)	(58,778,500)
Interest expense - excess fair value of conversion liability	(56,191,636)
Interest expense - amortization of debt discount	(300,000)
Interest earned on marketable securities held in Trust Account	177,326			531,361
Transaction costs attributable to the Initial Public Offering			(2,167,536)	(2,167,536)
Unrealized gain on marketable securities held in Trust Account	3,956			4,645
Other expense, net	(868,684,756)			(60,410,030)
Loss before provision for income taxes	(871,774,580)			(63,386,453)
Provision for income taxes	(23,578)			(81,422)
Net loss	$ (871,798,158)	$ (54,303,650)	$ (54,304,650)	$ (63,467,875)
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption	196,306,266	191,473,711	191,473,711	188,268,610
Basic and diluted net income per share, Class A common stock subject to redemption	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	65,318,734	59,043,747	54,862,784	62,139,949
Basic and diluted net loss per share, Non-redeemable common stock	$ (13.35)	$ (0.92)	$ (0.99)	$ (1.02)
Class A Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption				188,268,610
Basic and diluted net income per share, Class A common stock subject to redemption				$ 0.00
Non-redeemable common stock
Other income (expense):
Basic and diluted weighted average shares outstanding, Non-redeemable common stock				62,139,948
Basic and diluted net loss per share, Non-redeemable common stock				$ (1.02)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (871,798,158)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in fair value of derivative liabilities	812,374,402
Interest expense - excess fair value of conversion liability	56,191,636
Amortization of debt discount	300,000
Interest earned on marketable securities held in Trust Account	(177,326)
Unrealized gain on marketable securities held in Trust Account	(3,956)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	92,114
Accounts payable and accrued expenses	(27,032)
Income taxes payable	23,578
Net cash used in operating activities	(3,024,742)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	1,500,000
Net cash provided by financing activities	1,500,000
Net Change in Cash	(1,524,742)
Cash - Beginning of period	3,592,857
Cash - End of period	2,068,115
Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	216,562,230
Initial classification of conversion option liability	$ 57,691,636

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	8 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (the “Company”) was incorporated in Delaware on April 30, 2020. The Company was 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 (the “Business Combination”). The Company has one subsidiary, Air Merger Sub, Inc., a direct, wholly-owned subsidiary of the Company incorporated in Delaware on February 19, 2021 (“Merger Sub”) (see Note 6). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from April 30, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Atieva”) (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on July 29, 2020. On August 3, 2020, the Company consummated the Initial Public Offering of 207,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 27,000,000 Units, at $10.00 per Unit, generating gross proceeds of $2,070,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 42,850,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor IV LLC, (the “Sponsor”), generating gross proceeds of $42,850,000 which is described in Note 4. 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 closing of the Initial Public Offering on August 3, 2020, an amount of $2,070,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn for working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its taxes (“permitted withdrawals”)). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees will agree to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by August 3, 2022 (or November 3, 2022 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by August 3, 2022) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of March 31, 2021, approximately $267,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations and for permitted withdrawals. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (the “Company”) was incorporated in Delaware on April 30, 2020. The Company was 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 (the “Business Combination”). The Company has one subsidiary, Air Merger Sub, Inc., a direct, wholly owned subsidiary of the Company incorporated in Delaware on February 19, 2021 (“Merger Sub”) (see Note 12). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from April 30, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Atieva”) (see Note 12). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on July 29, 2020. On August 3, 2020, the Company consummated the Initial Public Offering of 207,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 27,000,000 Units, at $10.00 per Unit, generating gross proceeds of $2,070,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 42,850,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor IV LLC, (the “Sponsor”), generating gross proceeds of $42,850,000 which is described in Note 5. 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 closing of the Initial Public Offering on August 3, 2020, an amount of $2,070,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn for working capital requirements, subject to an annual limit of $1,000,000 and/or to pay its taxes (“permitted withdrawals”)). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees will agree to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by August 3, 2022 (or November 3, 2022 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by August 3, 2022) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of December 31, 2020, the Company had $3,592,857 in its operating bank accounts, $2,070,086,006 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $3,218,168. As of December 31, 2020, approximately $86,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. On February 22, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (see Note 12).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Convertible Debt

Derivative Liabilities

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net income (Loss) per Share

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Income (Loss) per Common Share

The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RELATED PARTY TRANSACTIONS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

Advisory Fee

Promissory Note — Related Party

Related Party Loans


				February 22,
				2021
	March 31,			(Initial
	2021			Measurement)
Underlying warrant value	$	12.45		$	39.46
Exercise price	$	1.00		$	1.00
Holding period		0.23			0.34
Risk-free rate		0.03	%		0.03	%
Volatility		125	%		125	%
Dividend yield		0.0	%		0.0	%

The following table presents the change in the fair value of conversion option liability:


Fair value as of January 1, 2021	$	—
Initial measurement on February 22, 2021		57,691,636
Change in fair value		(40,517,598)
Fair value as of March 31, 2021	$	17,174,038

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on July 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the period from April 30, 2020 (inception) through December 31, 2020, the Company incurred and paid $250,000 in fees for these services.

Advisory Fee

Promissory Note — Related Party

Related Party Loans

WARRANT LIABILITY

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and

NOTE 9. WARRANT LIABILITY

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and

FAIR VALUE MEASUREMENTS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		March 31,
Description	Level	2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,267,288	$	2,070,086,006


Liabilities:
Warrant liability – Public Warrants	1		461,610,000		62,928,000
Warrant liability – Private Placement Warrants	3		533,482,500		79,272,500
Conversion option liability	3		17,174,038		—

As of March 31, 2021 and December 31, 2020, the estimated fair value of the Private Placement Warrants was determined using a Black-Scholes valuation and based on the following significant inputs:


	March 31,			December 31,
	2021			2020
Exercise price	$	11.50		$	11.50
Stock price	$	23.18		$	10.01
Volatility		40	%		30	%
Probability of completing a Business Combination		90	%		80	%
Term		5.23			5.33
Risk-free rate		0.97	%		0.50	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of the Level 3 warrant liabilities:


	Private Placement
	Warrants
January 1, 2021	$	79,272,500
Change in fair value		454,210,000
Fair value as of March 31, 2021		533,482,500

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

NOTE 11. FAIR VALUE MEASUREMENTS

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,086,006

Liabilities:
Warrant Liability – Public Warrants	1	$	62,928,000
Warrant Liability – Private Placement Warrants	3	$	79,272,500


	At			As of December 31,
	issuance			2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.80		$	10.01
Volatility		19.8	%		30	%
Probability of completing a Business Combination		80.0	%		80	%
Term		5.33			5.33
Risk-free rate		0.34	%		0.50	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of April 30, 2020 (inception)	$	—	$	—	$	—
Initial measurement on July 30, 2020		42,850,000		40,572,000		83,422,000
Change in valuation inputs or other assumptions		36,422,500		22,356,000		58,778,500
Fair value as of December 31, 2020	$	79,272,500	$	62,928,000	$	142,200,500

- Definition

+ References + Details

SUBSEQUENT EVENTS

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

Merger Agreement

At the effective time of the Merger:

(i)

(ii)

(iii)

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Subscription Agreement

Consulting Agreements

Promissory Note

On February 22, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Note”). The Note is non-interest bearing and payable on the earlier of (i) the date of which the Company consummates a Business Combination or (ii) the date that the winding up of the Company. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. The Company borrowed an aggregate of $1,500,000 on February 22, 2021.

Legal Proceedings

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Convertible Debt

Derivative Liabilities

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net income (Loss) per Share

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

Net Income (Loss) per Common Share

The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	177,326
Unrealized gain on investments held in Trust Account		3,956
Less: Company’s portion available to be withdrawn to pay taxes		(73,578)
Less: Company’s portion available to be withdrawn for working capital purposes		(107,704)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		196,306,266
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(871,798,158)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(871,798,158)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		65,318,734
Basic and diluted net loss per share, Non-redeemable Common stock	$	(13.35)

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the
	Period from
	April 30, 2020
	(inception)
	through
	December 31,
	2020
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	475,781
Unrealized gain on investments held in Trust Account		4,159
Less: Company’s portion available to be withdrawn to pay taxes		(193,315)
Less: Company’s portion available to be withdrawn for working capital purposes		(286,625)
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		188,268,610
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(63,467,875)
Less: Net income allocable to Class A common stock subject to possible redemption		—
Non-redeemable net loss	$	(63,467,875)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		62,139,949
Basic and diluted net loss per share, Non-redeemable Class B common stock	$	(1.02)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

8 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis


		March 31,
Description	Level	2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,267,288	$	2,070,086,006


Liabilities:
Warrant liability – Public Warrants	1		461,610,000		62,928,000
Warrant liability – Private Placement Warrants	3		533,482,500		79,272,500
Conversion option liability	3		17,174,038		—


Description	Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	2,070,086,006

Liabilities:
Warrant Liability – Public Warrants	1	$	62,928,000
Warrant Liability – Private Placement Warrants	3	$	79,272,500

Schedule of significant inputs


	March 31,			December 31,
	2021			2020
Exercise price	$	11.50		$	11.50
Stock price	$	23.18		$	10.01
Volatility		40	%		30	%
Probability of completing a Business Combination		90	%		80	%
Term		5.23			5.33
Risk-free rate		0.97	%		0.50	%
Dividend yield		0.0	%		0.0	%


	At			As of December 31,
	issuance			2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.80		$	10.01
Volatility		19.8	%		30	%
Probability of completing a Business Combination		80.0	%		80	%
Term		5.33			5.33
Risk-free rate		0.34	%		0.50	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in the fair value of warrant liabilities


	Private Placement
	Warrants
January 1, 2021	$	79,272,500
Change in fair value		454,210,000
Fair value as of March 31, 2021		533,482,500

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of April 30, 2020 (inception)	$	—	$	—	$	—
Initial measurement on July 30, 2020		42,850,000		40,572,000		83,422,000
Change in valuation inputs or other assumptions		36,422,500		22,356,000		58,778,500
Fair value as of December 31, 2020	$	79,272,500	$	62,928,000	$	142,200,500

- Definition

+ References + Details

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		3 Months Ended	8 Months Ended
	Aug. 03, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) subsidiary $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Feb. 22, 2021 USD ($)
Number of subsidiaries		1	1
Proceeds from Issuance Initial Public Offering			$ 2,033,596,400
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 11.50	$ 11.50
Proceeds from Issuance of Warrants			$ 42,850,000
Deferred underwriting fee payable		$ 72,450,000	72,450,000
Working Capital Requirement Fund Annual Limit	$ 1,000,000
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10.00
Maximum Percentage Of Shares Eligible From Redemption	15.00%
Dissolution Expenses Payable	$ 100,000
Cash		2,068,115	3,592,857
Marketable securities held in Trust Account		2,070,267,288	2,070,086,006
Working capital			3,218,168
Amount deposited in trust account		$ 267,000	$ 86,000
Subsequent Event
Maximum borrowing capacity of related party promissory note				$ 1,500,000
IPO
Stock issued during period, shares, new issues \| shares	207,000,000	207,000,000	207,000,000
Shares issued, price per share \| $ / shares	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 2,070,000,000
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 11.50	$ 11.50
Transaction Cost Related To Issuance Of Common Stock	109,714,885	$ 109,714,885
Underwriting Fees	36,403,600
Deferred underwriting fee payable	72,450,000
Other Costs Related To Issuance Of Common Stock	$ 861,285
Over-Allotment Option
Stock issued during period, shares, new issues \| shares	27,000,000	27,000,000	27,000,000
Shares issued, price per share \| $ / shares	$ 10.00
Private Placement
Number Of warrants issued \| shares		42,850,000	42,850,000
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 1.00	$ 1.00
Proceeds from Issuance of Warrants		$ 42,850,000	$ 42,850,000
Churchill Sponsor LLC [Member]
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage	80.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	$ 5,000,001

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$ 177,326			$ 475,781
Unrealized gain on investments held in Trust Account	3,956			4,159
Less: Company's portion available to be withdrawn to pay taxes	(73,578)			193,315
Less: Company's portion available to be withdrawn for working capital purposes	$ (107,704)			$ 286,625
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption	196,306,266	191,473,711	191,473,711	188,268,610
Basic and diluted net income per share, Class A common stock subject to redemption	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Non-Redeemable Common Stock Numerator: Net loss minus net earnings
Net loss	$ (871,798,158)	$ (54,303,650)	$ (54,304,650)	$ (63,467,875)
Non-redeemable Net loss	$ (871,798,158)			$ (63,467,875)
Denominator: Weighted average non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock	65,318,734	59,043,747	54,862,784	62,139,949
Basic and diluted net loss per share, Non-redeemable Common stock	$ (13.35)	$ (0.92)	$ (0.99)	$ (1.02)

RELATED PARTY TRANSACTIONS (Details)								3 Months Ended	8 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Feb. 22, 2021 USD ($) $ / shares	Aug. 03, 2020 USD ($) shares	Jul. 30, 2020 USD ($) $ / shares shares	Jul. 27, 2020 $ / shares shares	Jul. 14, 2020 $ / shares shares	May 22, 2020 USD ($) shares	May 13, 2020 USD ($)	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Issuance of Class B common stock									$ 25,000
Fees incurred for services									250,000
Initial public offering cost							$ 600,000
Repayment of promissory note - related party		$ 550,000						$ 550,000	550,000
Debt conversion, original debt, amount								$ 1,500,000	$ 1,500,000
Conversion price \| $ / shares								$ 1.00	$ 1.00
Amounts borrowed								$ 1,500,000	$ 550,000
Interest expense on conversion option asset								300,000
Financial Instruments Subject to Mandatory Redemption, Settlement Terms [Abstract]
Fair value as of January 1, 2021								142,200,500
Initial measurement on February 22, 2021								57,691,636
Change in fair value								(40,517,598)
Fair value as of March 31, 2021								17,174,038	$ 142,200,500
Interest expense - excess fair value of conversion liability								$ 56,191,636
Probability of completing a Business Combination
Input			80.0					90	80
Over-Allotment Option
Issuance of Class B common stock (in shares) \| shares		27,000,000						27,000,000	27,000,000
Sponsor
Weighted average number of shares, common stock subject to repurchase or cancellation \| shares								6,750,000	6,750,000
Equity method investment, ownership percentage								20.00%	20.00%
Sponsor \| Over-Allotment Option
Weighted average number of shares, common stock subject to repurchase or cancellation \| shares								6,750,000	6,750,000
Administrative Support Agreement
Management fee expense			$ 50,000
Fees incurred for services								$ 150,000
Class A Common Stock
Common Stock, Shares, Issued \| shares			21,656,223					0	21,656,223
Common stock, shares, outstanding \| shares			7,436,173					0	21,656,223
Share price \| $ / shares								$ 12.00	$ 12.00
Class B Common Stock
Issuance of Class B common stock (in shares) \| shares						21,562,500
Issuance of Class B common stock						$ 25,000
Common stock dividends per share \| $ / shares			$ 0.20	$ 0.50	$ 0.33
Effected common stock dividend share \| shares			1	1	1
Common Stock, Shares, Issued \| shares			51,750,000					51,750,000	51,750,000
Common stock, shares, outstanding \| shares			51,750,000					51,750,000	51,750,000
Convertible promissory note with Sponsor
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share) \| $ / shares	$ 1.00
Amounts borrowed	$ 1,500,000
Interest expense on conversion option asset								$ 300,000
Remaining balance of the debt discount								1,200,000
Financial Instruments Subject to Mandatory Redemption, Settlement Terms [Abstract]
Interest expense - excess fair value of conversion liability								$ 56,191,636

STOCKHOLDERS' EQUITY (Details)	3 Months Ended	8 Months Ended
STOCKHOLDERS' EQUITY (Details)	Mar. 31, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 shares	Aug. 03, 2020 USD ($) shares	Jul. 30, 2020 USD ($) $ / shares shares
Temporary Equity, Shares Outstanding		185,343,777	186,248,002	191,473,711
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Proceeds from Issuance Initial Public Offering \| $		$ 2,033,596,400
Class A common stock subject to possible redemption		185,343,777	186,248,002	191,473,711
Churchill Sponsor LLC [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets \| $				$ 5,000,001
Sponsor
Equity Method Investment, Ownership Percentage	20.00%	20.00%
Class A Common Stock
Temporary Equity, Shares Outstanding	207,000,000	185,343,777			185,343,777
Common Stock, Shares Authorized		400,000,000			400,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001
Common shares, votes per share	1				1
Common Stock, Shares, Issued	0	21,656,223			21,656,223
Common Stock, Shares, Outstanding	0	21,656,223			7,436,173
Class A common stock subject to possible redemption	207,000,000	185,343,777			185,343,777
Class A Common Stock Subject to Redemption
Temporary Equity, Shares Outstanding	207,000,000	185,343,777
Shares issued, price per share \| $ / shares	$ 10.00
Proceeds from Issuance Initial Public Offering \| $	$ 2,070,000,000
Class A common stock subject to possible redemption	207,000,000	185,343,777
Class A Common Stock Subject to Redemption \| Churchill Sponsor LLC [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets \| $	$ 5,000,001
Class A Common Stock Not Subject to Redemption
Common Stock, Shares Authorized	400,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares, Issued	0	21,656,223
Common Stock, Shares, Outstanding	0	21,656,223
Class B Common Stock
Common Stock, Shares Authorized	100,000,000	100,000,000			100,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001
Common shares, votes per share	1				1
Common Stock, Shares, Issued	51,750,000	51,750,000			51,750,000
Common Stock, Shares, Outstanding	51,750,000	51,750,000			51,750,000

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	8 Months Ended
	Dec. 31, 2020 shares
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Partners' Capital Account, Units, Sale of Units	207,000,000

INITIAL PUBLIC OFFERING	3 Months Ended	8 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021	Dec. 31, 2020
PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 207,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 27,000,000 Units, at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The Units sold in the Initial Public Offering comprise an aggregate of 207,000,000 shares of Class A common stock and 41,400,000 Public Warrants.	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 207,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 27,000,000 Units, at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The Units sold in the Initial Public Offering comprise an aggregate of 207,000,000 shares of Class A common stock and 41,400,000 Public Warrants.

PRIVATE PLACEMENT	3 Months Ended	8 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 42,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $42,850,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 42,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $42,850,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

COMMITMENTS	3 Months Ended	8 Months Ended
COMMITMENTS	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS	NOTE 6. COMMITMENTS AND CONTINGENCIES Atieva Merger Agreement On February 22, 2021, we entered into a Merger Agreement with Merger Sub and Atieva (the “Merger Agreement”), relating to a proposed business combination transaction between us and Atieva. Pursuant to the Merger Agreement, Merger Sub will merge with and into Atieva with Atieva being the surviving entity in the merger. The aggregate consideration to be paid to the shareholders of Atieva will be equal to (a) $11,750,000,000 plus (b) (i) all cash and cash equivalents of Atieva and its subsidiaries less (ii) all indebtedness for borrowed money of Atieva and its subsidiaries, in each case as of two business days prior to the closing date. The consideration to the shareholders of Atieva will be paid entirely in shares of Class A common stock, par value $0.0001 per share, of the Company in an amount equal to $10.00 per share. In connection with the execution of the Merger Agreement and in order to raise additional proceeds to fund the transactions contemplated therein, the Company entered into the PIPE Subscription Agreements with certain investment funds (“PIPE Investors”). Pursuant to the terms of the PIPE Subscription Agreements, the Company 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 at a purchase price of $15.00 per share for an aggregate commitment of $2,500,000,005 (the “PIPE Investment”). 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. On February 22, 2021, the Company entered into a Voting and Support Agreement with certain of the PIPE Investors owning 204,148,825 shares of Lucid Series D preferred stock and 113,877,589 shares of Lucid Series E preferred stock as of the date of such agreement. Pursuant to the Voting and Support Agreement, such PIPE Investors agreed to vote all of such shares in favor of the adoption and approval of the Merger Agreement and related matters, agreements and transactions as specified in the Voting and Support Agreement, and in opposition to any Acquisition Transaction (as defined in the Merger Agreement) and any and all other proposals that could reasonably be expected to delay, impair, prevent, interfere with, postpone or impede the consummation of the transactions contemplated by the Merger Agreement as specified in the Voting and Support Agreement. 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 of the transactions, (iii) the mutual written consent of the Company and the applicable PIPE Investors and (iv) the time of any modification, amendment or waiver of the Merger Agreement or any other transaction agreement without certain PIPE Investors' consent. On February 20, 2021, the Company entered into a transactional support agreement with a service provider, pursuant to which the service provider agreed to render certain financial advisory and capital markets advisory services for a potential Business Combination. The Company agreed to pay the service provider a fee of (i) $6,000,000, which is payable upon the consummation of a Business Combination, (ii) $500,000, which is payable upon consummation of the financing and (iii) out-of-pocket expenses not to exceed $125,000 without prior approval. The fee will not be payable in the event the Company does not consummate a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on July 29, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $72,450,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. The underwriters waived the upfront underwriting discount on 19,982,000 Units, resulting in a reduction of the upfront underwriting discount of $3,996,400. In addition, the underwriters reimbursed the Company an aggregate of $1,000,000 for costs incurred in connection with the Initial Public Offering. Legal Fees As of March 31, 2021, the Company incurred legal fees of $5,698,477. These fees will only become due and payable upon the consummation of an initial Business Combination (see Note 12).	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 29, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $72,450,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. The underwriters waived the upfront underwriting discount on 19,982,000 Units, resulting in a reduction of the upfront underwriting discount of $3,996,400. In addition, the underwriters reimbursed the Company an aggregate of $1,000,000 for costs incurred in connection with the Initial Public Offering. Legal Fees As of December 31, 2020, the Company incurred legal fees of $2,152,960. These fees will only become due and payable upon the consummation of an initial Business Combination (see Note 12).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended	8 Months Ended
	Mar. 27, 2020	Mar. 26, 2020	Mar. 31, 2021	Dec. 31, 2020
Interest earned on the Trust Account withdrawn for working capital purposes.				$ 450,000
Unrecognized Tax Benefits			$ 0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			0	0
Business interest limitation, percentage	50.00%	30.00%
Cash, FDIC Insured Amount			$ 250,000	$ 250,000
If Underwriters Do Not Exercise Overallotment Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			84,250,000	84,250,000

INITIAL PUBLIC OFFERING (Details) - $ / shares		3 Months Ended	8 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020
Exercise price of warrants		$ 11.50	$ 11.50
Number of warrants issued			41,400,000
IPO
Number of shares issued	207,000,000	207,000,000	207,000,000
Unit price		$ 10.00
Number of shares in a unit		1	1
Number of warrants in a unit		0.2	0.2
Number of shares issuable per warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Number of warrants issued		41,400,000
Over-Allotment Option
Number of shares issued	27,000,000	27,000,000	27,000,000
Unit price			$ 10.00
Class A Common Stock \| IPO
Number of shares issued		207,000,000	207,000,000

PRIVATE PLACEMENT (Details) - USD ($)	3 Months Ended	8 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50
Sale of 42,850,000 private placement warrants		$ 42,850,000
Private Placement
Number Of warrants issued	42,850,000	42,850,000
Class of warrant or right, exercise price of warrants or rights	$ 1.00	$ 1.00
Sale of 42,850,000 private placement warrants	$ 42,850,000	$ 42,850,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		3 Months Ended	8 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Feb. 20, 2021	Mar. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
Deferred Underwriting Fees Payable Per Unit			$ 0.35
Deferred Underwriting Fees Payable			$ 72,450,000
Deferred Underwriting Discount Shares		$ 19,982,000	19,982,000
Deferred Underwriting Upfront Payment		3,996,400	3,996,400
Reimbursement of expenses payable		1,000,000	1,000,000
Transaction fee	$ 6,000,000
placement fee	500,000
Total fees	$ 125,000
Legal fees		$ 5,698,477	$ 2,152,960

WARRANT LIABILITY (Details) - Public Warrants	3 Months Ended	8 Months Ended
WARRANT LIABILITY (Details) - Public Warrants	Mar. 31, 2021	Dec. 31, 2020 D $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months	12 months
Class of Warrant or Right Warrants Expiration Period	5 years	5 years
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination	60 days	60 days
Class of Warrant or Right Warrants Redemption Price		$ 0.01
Redemption period		30 days
Share Price		$ 18.00
Threshold trading days for redemption of public warrants \| D		20
Minimum threshold written notice period for redemption of public warrants	30 days	30 days

INCOME TAX - Net deferred tax asset (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Deferred tax asset
Startup/organizational expenses		$ 596,809
Unrealized gain on marketable securities		(2,900)
Total deferred tax asset	$ 1,228,000	593,909
Valuation Allowance	$ (1,228,000)	$ (593,909)

INCOME TAX - Components of Company's income tax provision (Details) - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Federal
Current		$ 81,422
Deferred		(593,909)
Change in valuation allowance		593,909
Income tax provision	$ 23,578	$ 81,422

INCOME TAX - Effective Tax Reconciliation (Details)	3 Months Ended	8 Months Ended
INCOME TAX - Effective Tax Reconciliation (Details)	Mar. 31, 2021	Dec. 31, 2020
INCOME TAX
Statutory federal income tax rate	0.00%	21.00%
State taxes, net of federal tax benefit		0.00%
Loss on warrant liability		(19.50%)
Transaction costs incurred in connection with IPO		(0.70%)
Valuation allowance		(0.90%)
Income tax provision		(0.10%)

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Liabilities:
Warrant Liability	$ 17,174,038	$ 142,200,500
Recurring \| Level 1
Assets:
Marketable securities held in Trust Account	2,070,267,288	2,070,086,006
Recurring \| Level 3
Liabilities:
Warrant Liability	17,174,038
Public Warrants
Liabilities:
Warrant Liability		62,928,000
Public Warrants \| Recurring \| Level 1
Liabilities:
Warrant Liability	461,610,000	62,928,000
Private Placement Warrants
Liabilities:
Warrant Liability	533,482,500	79,272,500
Private Placement Warrants \| Recurring \| Level 3
Liabilities:
Warrant Liability	$ 533,482,500	$ 79,272,500

FAIR VALUE MEASUREMENTS - Significant inputs (Details)	Mar. 31, 2021 Y $ / shares	Dec. 31, 2020 Y $ / shares	Jul. 30, 2020 Y $ / shares
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	11.50	11.50	11.50
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	23.18	10.01	9.80
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	40	30	19.8
Probability of completing a Business Combination
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	90	80	80.0
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input \| Y	5.23	5.33	5.33
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	0.97	0.50	0.34
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Input	0.0	0.0	0.0

SUBSEQUENT EVENTS (Details)		3 Months Ended	8 Months Ended
SUBSEQUENT EVENTS (Details)	Feb. 22, 2021 USD ($) D $ / shares	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Feb. 20, 2021 USD ($)	Jul. 30, 2020 $ / shares
Subsequent Event [Line Items]
Values of shares issued			$ 25,000
Amounts borrowed		$ 1,500,000	$ 550,000
Convertible promissory note with Sponsor
Subsequent Event [Line Items]
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share) \| $ / shares	$ 1.00
Amounts borrowed	$ 1,500,000
Merger Agreement with Merger Sub and Atieva
Subsequent Event [Line Items]
Consideration	$ 11,750,000,000
Number of business days prior to closing date considered for determination of Equity Value \| D	2
Subsequent Event
Subsequent Event [Line Items]
Fee payable to service provider upon the consummation of a Business Combination				$ 6,000,000
Fee payable to service provider upon consummation of the financing				500,000
Threshold maximum out-of-pocket expenses				$ 125,000
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Subsequent Event \| Convertible promissory note with Sponsor
Subsequent Event [Line Items]
Maximum borrowing capacity of related party promissory note	1,500,000
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share) \| $ / shares	$ 1.00
Amounts borrowed	$ 1,500,000
Subsequent Event \| Merger Agreement with Merger Sub and Atieva
Subsequent Event [Line Items]
Consideration	$ 11,750,000,000
Number of business days prior to closing date considered for determination of Equity Value	2
Class A Common Stock
Subsequent Event [Line Items]
Par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001		$ 0.0001
Share price \| $ / shares		$ 12.00	$ 12.00
Class A Common Stock \| Merger Agreement with Merger Sub and Atieva
Subsequent Event [Line Items]
Par value (in dollars per share) \| $ / shares	$ 0.0001
Merger consideration (in dollars per share) \| $ / shares	$ 10.00
Class A Common Stock \| Subsequent Event \| Common Stock Subscription Agreements \| PIPE Investors
Subsequent Event [Line Items]
Values of shares issued	$ 2,500,000,000
Share price \| $ / shares	$ 15
Class A Common Stock \| Subsequent Event \| Merger Agreement with Merger Sub and Atieva
Subsequent Event [Line Items]
Par value (in dollars per share) \| $ / shares	0.0001
Merger consideration (in dollars per share) \| $ / shares	$ 10.00

PUBLIC OFFERING (Details) - $ / shares		3 Months Ended	8 Months Ended
PUBLIC OFFERING (Details) - $ / shares	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020
Exercise price of warrants		$ 11.50	$ 11.50
Number of warrants issued			41,400,000
IPO
Number of shares issued	207,000,000	207,000,000	207,000,000
Unit price		$ 10.00
Number of shares in a unit		1	1
Number of warrants in a unit		0.2	0.2
Number of shares issuable per warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Number of warrants issued		41,400,000
Over-Allotment Option
Number of shares issued	27,000,000	27,000,000	27,000,000
Unit price			$ 10.00
Class A Common Stock \| IPO
Number of shares issued		207,000,000	207,000,000

RELATED PARTY TRANSACTIONS - Fair value measurement and assumptions (Details)	Mar. 31, 2021 Y $ / shares	Feb. 22, 2021 Y	Dec. 31, 2020 $ / shares	Jul. 30, 2020 $ / shares
Exercise price
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input \| $ / shares	11.50		11.50	11.50
Risk-free rate
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	0.97		0.50	0.34
Volatility
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	40		30	19.8
Dividend yield
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	0.0		0.0	0.0
Level 3 \| Underlying warrant value
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	12.45	39.46
Level 3 \| Exercise price
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	1.00	1.00
Level 3 \| Holding period
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input \| Y	0.23	0.34
Level 3 \| Risk-free rate
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	0.03	0.03
Level 3 \| Volatility
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	125	125
Level 3 \| Dividend yield
Related Party Transaction [Line Items]
Derivative Liability, Measurement Input	0.0	0.0

COMMITMENTS AND CONTINGENCIES - Additional information (Details)		8 Months Ended
	Feb. 22, 2021 USD ($) D $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Mar. 31, 2021 $ / shares	Feb. 20, 2021 USD ($)	Jul. 30, 2020 $ / shares
Values of shares issued		$ 25,000
PIPE Subscription Agreement \| PIPE Investors
Number of shares issued \| shares	166,666,667
Share price \| $ / shares	$ 15.00
Values of shares issued	$ 2,500,000,005
Merger Agreement with Merger Sub and Atieva
Consideration	$ 11,750,000,000
Number of business days prior to closing date considered for determination of Equity Value \| D	2
Subsequent Event
Fee payable to service provider upon the consummation of a Business Combination				$ 6,000,000
Fee payable to service provider upon consummation of the financing				500,000
Threshold maximum out-of-pocket expenses				$ 125,000
Subsequent Event \| Merger Agreement with Merger Sub and Atieva
Consideration	$ 11,750,000,000
Number of business days prior to closing date considered for determination of Equity Value	2
Class A Common Stock
Par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001		$ 0.0001
Share price \| $ / shares		$ 12.00	$ 12.00
Class A Common Stock \| Merger Agreement with Merger Sub and Atieva
Par value (in dollars per share) \| $ / shares	$ 0.0001
Merger consideration (in dollars per share) \| $ / shares	10.00
Class A Common Stock \| Subsequent Event \| Common Stock Subscription Agreements \| PIPE Investors
Share price \| $ / shares	$ 15
Values of shares issued	$ 2,500,000,000
Class A Common Stock \| Subsequent Event \| Merger Agreement with Merger Sub and Atieva
Par value (in dollars per share) \| $ / shares	$ 0.0001
Merger consideration (in dollars per share) \| $ / shares	$ 10.00
Lucid Series D preferred stock \| Voting And Support Agreement \| PIPE Investors
Number of shares issued \| shares	204,148,825
Lucid Series E preferred stock \| Voting And Support Agreement \| PIPE Investors
Number of shares issued \| shares	113,877,589

WARRANT LIABILITY (Details) - Public Warrants	3 Months Ended	8 Months Ended
WARRANT LIABILITY (Details) - Public Warrants	Mar. 31, 2021 D $ / shares	Dec. 31, 2020 D $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months	12 months
Expiration period of warrants	5 years	5 years
Threshold period for filling registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days	60 days
Redemption price of outstanding warrants		$ 0.01
Redemption period		30 days
Share Price		$ 18.00
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants \| D		20
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price of outstanding warrants	$ 0.01
Redemption period	30 days
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants \| D	20

SUBSEQUENT EVENTS (Details)	May 28, 2021 USD ($)
Subsequent Event \| Common Stock Subscription Agreements
Subsequent Event [Line Items]
Agreement relating to administrative and support services	$ 50,000