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United States securities and exchange commission logo
April 16, 2021
Michael Klein
Chief Executive Officer
Churchill Capital Corp IV
640 Fifth Avenue, 12th Floor
New York, NY, 10019
Re: Churchill Capital
Corp IV
Registration
Statement on Form S-4
Filed March 22,
2021
File No. 333-254543
Dear Mr. Klein:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed March 22, 2021
Summary of the Material Terms of the Transctions, page 6
1. We note your disclosure
on page 41 that Ayar will hold a majority of the voting stock of
Lucid Group upon the
completion of the transactions. Please revise your disclosure in this
section to include the
fact that Lucid will be a controlled company, provide the post-
transaction ownership
percentage of Ayar, and disclose its ability to appoint five of the
nine directors to the
Lucid board.
Questions and Answers About The Proposals
What equity stake will current Churchill stockholders and Lucid
shareholders hold in Lucid
Group immediately after...the Transactions?, page 12
2. We note from your
disclosures here and elsewhere in the filing that upon completion of
Michael Klein
Churchill Capital Corp IV
April 16, 2021
Page 2
the transactions you anticipate Lucid shareholders are expected to own
73.5% of the
issued and outstanding Lucid Group Common Stock. According the table
at the bottom of
page 12 Lucid shareholders will have 1,177,023,655 on a pro forma
combined basis.
Please tell us how you determined the pro forma number of shares that
will be issued to
Lucid shareholder and provide your calculation as part of your
response.
Summary of the Proxy Statement Prospectus, page 19
3. We note from your disclosures contained herein and elsewhere in the
document you state
that according to the terms of the Merger Agreement, the aggregate
consideration to be
paid to Lucid shareholders and holders of vested options to purchase
Lucid Common
shares will be equal to (a) $11,750,000,000 plus (b) (i) all cash and
cash equivalents of
Lucid and its subsidiaries less (ii) all indebtedness for borrowed
money of Lucid and its
subsidiaries and the consideration to Lucid shareholders will be paid
entirely in shares of
Churchill s Class A common stock, in an amount equal to $10.00 per
share. Please revise
to clarify in this section here and elsewhere in the document that
each share of Lucid
Common Share issued and outstanding immediately prior to the closing
will be
automatically surrendered and exchanged for the right to receive a
number of shares
of Churchill Class A Common Stock equal to the Exchange Ratio based on
equity value of
the company.
Interests of Certain Persons, page 37
4. Please quantify the amount of reimbursement to which your affiliates
are entitled. In
addition, add the PIPE investment to this discussion.
Comparative Per Share Information, page 51
5. Refer to the table disclosure of book value per share. Please provide
us with your
calculations in arriving at each of the historical and pro forma
combined book value per
share amounts. In addition, please expand footnote (2) to the table to
define your
permanent equity of each of Churchill and Lucid, and what classes of
common and/or
preferred stock is included in both the numerator and denominator. For
instance, it is
unclear if Churchill's book value per share is inclusive entirely of
Class A common shares
outstanding; if so, please state. For Lucid's common stock
outstanding, please state if this
is inclusive of the issued and outstanding common stock, along with
the Conversion of all
preferred shares as described in the carryover paragraph at the top of
page 21.
Risk Factors, page 54
FirstName LastNameMichael Klein
6. If the tax consequences of the redemption are uncertain or unclear and
present material
Comapany
risksNameChurchill
to investors, as Capital Corp
indicated IV disclosure beginning on page 158,
please revise to
by your
discuss
April 16, 2021 those
Page 2risks here.
FirstName LastName
Michael Klein
FirstName LastNameMichael Klein
Churchill Capital Corp IV
Comapany
April NameChurchill Capital Corp IV
16, 2021
April 316, 2021 Page 3
Page
FirstName LastName
Activities taken by existing Churchill stockholders, page 96
7. Please revise to clarify whether any of the transactions or
arrangements mentioned here
have actually occurred or planned to occur.
Background of the Transactions, page 129
8. Please clarify how you determined the enterprise value in the January
14, 2021 proposal,
given that your disclosure indicates due diligence only began on
January 13. Please also
describe the reasons for the increased proposed purchase price in the
January 21, 2021
proposal. For example, clarify what specifically about the "on-site
visits" and "advice of
[your] advisors" caused you to submit the revised proposal?
Certain Forecasted Financial Information for Lucid, page 139
9. Please describe specifically the "assumptions and estimates" used in
generating the
projected financial information, such as the "certain business
strategies" referenced on
page 140, as well as any other material factors. Explain how these
assumptions and
estimates relate to financial forecasts in the disclosure, including
the figures presented in
the table, such as volume and revenue.
Proposal No. 1 - The Business Combination Proposal
Certain Forecasted Financial Information for Lucid, page 139
10. Please revise your table table on page 140 to include net income
(loss) and/or earnings
(loss) per share. It is generally not appropriate to present sales or
revenue projections
without a measure of income. We refer you to the guidance outlined in
Item 10(b)(2) of
Regulation S-K.
Selected Precedent SPAC Business Combination Transactions Analysis, page 150
11. Please discuss whether the financial advisor considered the "premium
values" assigned to
companies associated with the adoption of electric vehicles, as
mentioned on page 136, in
conducting this analysis.
Material U.S. Federal Income Tax Consequences of the Merger to Lucid
Shareholders, page 161
12. Please have counsel file a tax opinion pursuant to Item 601(b)(8) of
Regulation S-K.
Please revise your prospectus disclosure to provide a firm conclusion
regarding treatment
of the transaction under Section 368(a) and revise language stating
that it is "intended
that" certain material tax consequences will apply. Revise to state
that this section
constitutes counsel's opinion. Refer to Section III of Staff Legal
Bulletin No. 19 for
guidance.
Market opportunity, page 191
13. Please revise to clarify why you believe no other electric vehicle
maker has addressed the
Michael Klein
Churchill Capital Corp IV
April 16, 2021
Page 4
"true luxury" market, how you define that market and what
distinguishes it from other
markets. Please also clarify how Lucid's product will address that
market, while other
electric vehicles have not done so.
Unaudited Pro Forma Condensed Combined Financial Information
Description of Transactions, page 225
14. Please revise your disclosures to include how you arrived at an
estimated 1,177,023,655
shares of Lucid Group Common Stock that will be immediately issued and
outstanding as
of the closing of the transaction. You may consider a table to show
Lucid shares that were
used to calculate the estimated shares before the exchange ratio.
Notes to Unaudited Pro Forma Combined Condensed Financial Information
3. Net Loss per Share, page 234
15. Please revise to disclose how you calculated the weighted average
shares of outstanding
common stock of 860,938,036 attributed to Lucid shareholders presented
in the table.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 241
16. We note from disclosures provided elsewhere in the document that you
plan to make
significant investments in capital expenditures to build and expand
your manufacturing,
sale and service facilities, hire a commercial sales team, and
continue to invest in research
and development. We also note you expect your capital expenditures to
increase each year
through 2023 as you continue to phased construction of your AMP-1 and
LPM-1 facilities
and international expansion. In this regard, please revise your
liquidity and capital
resources section to discuss any material commitments for capital
expenditures as of the
end of the latest fiscal period, the general purpose of any
commitments and the anticipated
sources of funds to fulfill such commitments in accordance with Item
303(a)(2) of
Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
17. Refer to the second paragraph within the Basis for opinion section.
Please revise the first
sentence to state you conducted your audits in accordance with the
standards of the
FirstName LastNameMichael Klein
PCAOB and in accordance with auditing standards generally accepted in
the United States
Comapany NameChurchill
of America. Capitalthe
In this regard Corp IV reference should refer to
standards, rather than
PCAOB
auditing
April 16, standards.
2021 Page 4
FirstName LastName
Michael Klein
FirstName LastNameMichael Klein
Churchill Capital Corp IV
Comapany
April NameChurchill Capital Corp IV
16, 2021
April 516, 2021 Page 5
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Beverly Singleton at (202) 551-3328 or Jean Yu at (202)
551-3305 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Erin Purnell at (202) 551-3454 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Michael Aiello