0001628280-21-023384 | 10-Q | XBRL Viewer

Issuance of convertible preferred shares (in shares)

$ (20,398)

^[1]

167,273,525

164,992,213

Issuance of convertible preferred shares

$ 498,931

$ 400,000

Settlement of Series D contingent forward contract liability

$ 39,563

Preferred stock, ending balance (in shares) at Sep. 30, 2020

^[1]

825,191,683

Preferred stock, ending balance at Sep. 30, 2020

$ 1,992,106

Beginning balance (in shares) at Dec. 31, 2019

21,288,741

Beginning balance at Dec. 31, 2019

(621,079)

$ 2

$ 16,432

$ (637,513)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(408,105)

Repurchase of Series C convertible preferred stock

10,537

Issuance of common stock upon exercise of stock options (in shares)

6,543,929

Issuance of common stock upon exercise of stock options

2,886

$ 1

2,885

Ending balance (in shares) at Sep. 30, 2020

3,257

27,832,670

Ending balance at Sep. 30, 2020

$ (1,012,504)

$ 3

33,111

(1,045,618)

Preferred stock, beginning balance (in shares) at Jun. 30, 2020

^[1]

667,574,747

Preferred stock, beginning balance at Jun. 30, 2020

$ 1,513,573

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(9,656,589)

Issuance of convertible preferred shares (in shares)

$ (20,398)

^[1]

167,273,525

Issuance of convertible preferred shares

$ 498,931

Preferred stock, ending balance (in shares) at Sep. 30, 2020

^[1]

825,191,683

Preferred stock, ending balance at Sep. 30, 2020

$ 1,992,106

Beginning balance (in shares) at Jun. 30, 2020

22,842,891

Beginning balance at Jun. 30, 2020

(865,643)

$ 2

18,736

(884,381)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(161,237)

Issuance of common stock upon exercise of stock options (in shares)

10,537

4,989,779

Issuance of common stock upon exercise of stock options

2,563

$ 1

2,562

Ending balance (in shares) at Sep. 30, 2020

1,276

27,832,670

Ending balance at Sep. 30, 2020

$ (1,012,504)

$ 3

33,111

(1,045,618)

Preferred stock, beginning balance (in shares) at Dec. 31, 2020

957,159,704

^[1]

59,575,253

301,092,346

24,677,332

539,769,493

Preferred stock, beginning balance at Dec. 31, 2020

$ 2,494,076

$ 137,475

$ 1,009,388

$ 23,740

$ 1,311,548

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(3,525,365)

Issuance of Series D convertible preferred shares upon exercise of warrants (in shares)

^[1]

1,546,799

Issuance of Series D convertible preferred stock upon exercise of warrants

$ 12,936

Issuance of convertible preferred shares (in shares)

^[1]

200,728,229

Issuance of convertible preferred shares

$ 3,206,159

Share-based compensation related to Series E convertible preferred stock

$ 123,614

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization( in shares)

^[1]

(1,155,909,367)

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization

$ (5,836,785)

Preferred stock, ending balance (in shares) at Sep. 30, 2021

^[1]

Preferred stock, ending balance at Sep. 30, 2021

$ 0

Beginning balance (in shares) at Dec. 31, 2020

28,791,702

Beginning balance at Dec. 31, 2020

$ (1,318,777)

$ 3

38,113

(1,356,893)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(1,534,081)

Issuance of Series E convertible preferred stock

(2,151,613)

(22,395)

(2,129,218)

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization (in shares)

1,155,909,367

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization

5,836,785

$ 116

5,836,669

Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares)

425,395,023

Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs

3,590,956

$ 42

3,590,914

Issuance of common stock upon exercise of common stock warrants (in shares)

22,651,424

Issuance of common stock upon exercise of common stock warrants

$ 173,273

$ 2

173,271

Issuance of common stock upon exercise of stock options (in shares)

8,966,272

8,895,300

Issuance of common stock upon exercise of stock options

$ 6,029

$ 1

6,028

Ending balance (in shares) at Sep. 30, 2021

$ 242,586

242,586

1,641,642,816

Ending balance at Sep. 30, 2021

$ 4,845,158

$ 164

9,865,186

(5,020,192)

Preferred stock, beginning balance (in shares) at Jun. 30, 2021

^[1]

1,155,909,367

Preferred stock, beginning balance at Jun. 30, 2021

$ 5,836,785

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization( in shares)

^[1]

(1,155,909,367)

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization

$ (5,836,785)

Preferred stock, ending balance (in shares) at Sep. 30, 2021

^[1]

Preferred stock, ending balance at Sep. 30, 2021

$ 0

Beginning balance (in shares) at Jun. 30, 2021

36,799,150

Beginning balance at Jun. 30, 2021

(4,469,172)

$ 4

26,613

(4,495,789)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization (in shares)

(524,403)

1,155,909,367

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization

5,836,785

$ 116

5,836,669

Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares)

425,395,023

Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs

3,590,956

$ 42

3,590,914

Issuance of common stock upon exercise of common stock warrants (in shares)

22,651,424

Issuance of common stock upon exercise of common stock warrants

173,273

$ 2

173,271

Issuance of common stock upon exercise of stock options (in shares)

887,852

Issuance of common stock upon exercise of stock options

762

Ending balance (in shares) at Sep. 30, 2021

$ 236,957

236,957

1,641,642,816

Ending balance at Sep. 30, 2021

$ 4,845,158

$ 164

$ 9,865,186

$ (5,020,192)

[1]

The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (1,534,081)	$ (408,105)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,621	5,447
Amortization of insurance premium	7,184	0
Non-cash operating lease cost	8,629
Stock-based compensation	366,200	3,257
Loss on disposal of property and equipment	56	139
Change in fair value of contingent forward contract liability	454,546	8,719
Change in fair value of convertible preferred stock warrant liability		200
Changes in operating assets and liabilities:
Accounts receivable	(1)	(163)
Inventory	(60,112)	(1,863)
Financed insurance premium	(41,935)	0
Prepaid expenses	(23,762)	9,556
Other current assets	8,299	3,254
Other noncurrent assets and security deposit	(5,861)	(9,324)
Accounts payable	(14,175)	(30,109)
Accrued compensation	12,752	8,880
Operating lease liability	(4,516)
Other liabilities and accrued liabilities	17,834	22,732
Other long-term liabilities	5,158	10,002
Net cash used in operating activities	(745,401)	(377,407)
Cash flows from investing activities:
Purchases of property, equipment, and software	(299,313)	(355,860)
Proceed from sale of property, equipment, and software	19	0
Net cash used in investing activities	(299,294)	(355,860)
Cash flows from financing activities:
Payment for short-term insurance financing note	(16,819)	0
Payment for capital lease liabilities		(174)
Payment for finance lease liabilities	(1,915)
Proceeds from short-term insurance financing note	41,935	0
Proceeds from exercise of stock options	6,027	2,886
Proceeds from the exercise of public warrants	173,273	0
Proceeds from the reverse recapitalization	4,439,153	0
Payment of transaction costs related to the reverse recapitalization	(4,811)	0
Net cash provided by financing activities	5,236,843	892,575
Net increase in cash, cash equivalents, and restricted cash	4,192,148	159,308
Beginning cash, cash equivalents, and restricted cash	640,418	379,651
Ending cash, cash equivalents, and restricted cash	4,832,566	538,959
Supplemental disclosure of cash flow information:
Cash paid for interest	324	21
Supplemental disclosure of non-cash investing and financing activity:
Property and equipment included in accounts payable and accrued expense	5,756	81,011
Leased assets obtained in exchange for new finance lease liabilities	70,756
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants	9,936
Issuance of Series E convertible preferred stock contingent forward contracts	2,167,332	793
Capital contribution upon forfeit of Series E awards	15,719	0
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization	5,836,785	0
Transaction costs related to the reverse recapitalization not yet paid	34,054	0
Convertible Preferred Stock Warrant Liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of convertible preferred stock warrant liability	6,976	171
Common Stock Warrant Liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of convertible preferred stock warrant liability	24,787	0
Series B
Cash flows from financing activities:
Payments for repurchase of convertible preferred stock	(3,000)	0
Series C
Cash flows from financing activities:
Payments for repurchase of convertible preferred stock	0	(9,861)
Series D
Cash flows from financing activities:
Proceeds from issuance of convertible preferred shares	3,000	400,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of Series D convertible preferred stock upon settlement of contingent forward contracts		39,563
Series E
Cash flows from financing activities:
Proceeds from issuance of convertible preferred shares	600,000	499,724
Supplemental disclosure of non-cash investing and financing activity:
Issuance of Series E convertible preferred stock upon settlement of contingent forward contracts	$ 2,621,878	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands

Sep. 30, 2021

Dec. 31, 2020

Statement of Financial Position [Abstract]

Convertible preferred stock, par value (in dollars per share)

$ 0.0001

Convertible preferred stock, shares authorized (in shares)

1,058,949,780

Convertible preferred stock, shares issued (in shares)

957,159,704

Convertible preferred stock, shares outstanding (in shares)

^[1]

957,159,704

Convertible preferred stock, liquidation preference amount

$ 0

$ 3,497,913

Preferred stock, par value (in dollars per share)

$ 0.0001

Preferred stock, shares authorized (in shares)

10,000,000

Preferred stock, shares issued (in shares)

Preferred stock, shares outstanding (in shares)

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

15,000,000,000

1,189,800,259

Common stock, shares, issued (in shares)

1,641,642,816

28,791,702

Common stock, shares outstanding (in shares)

1,641,642,816

28,791,702

[1]

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a vertically-integrated technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of electric vehicle (“EV”), EV powertrains and battery systems. Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021, Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. See Note 3 – Reverse Recapitalization for more information. Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity and Going Concern The Company devotes its efforts to business planning, research and development, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through September 30, 2021, the Company has incurred operating losses and negative cash flows from operating activities. For the nine months ended September 30, 2021 and 2020, the Company has incurred operating losses, including net losses of $1.5 billion and $408.1 million, respectively. The Company has an accumulated deficit of $5.0 billion as of September 30, 2021. During the quarter ended June 30, 2021, the Company completed the first phase of the construction of its newly built manufacturing plant in Casa Grande, Arizona (the “Arizona plant”). The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand the Arizona plant and build-out of a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash and cash equivalents. Prior to the Merger, the Company historically funded operations primarily with issuances of convertible preferred stock and convertible notes. Upon the completion of the Merger, the Company received $4,400.3 million in cash proceeds, net of transaction costs. The Company believes the Merger eliminated the substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of this quarterly report on Form 10-Q (the “Quarterly Report”). Certain Significant Risks and Uncertainties The Company’s current business activities consist of research and development efforts to design and develop a high-performance fully electric vehicle and advanced electric vehicle powertrain components, including battery pack systems; building of the Company’s production operations in Casa Grande, Arizona; and build-out of the Company’s retail stores and service centers for distribution of the vehicles to customers. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including its ability to access potential markets, and secure long-term financing. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: advances and trends in new technologies; competitive pressures; changes in the overall demand for its products and services; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property, patent, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. In late 2019, a novel strain of coronavirus (COVID-19) began to affect the population of China and expanded into a worldwide pandemic during 2020, leading to significant business and supply chain disruptions, as well as broad-based changes in supply and demand. The Company’s operations have experienced disruptions, such as temporary closure of its offices, and those of its customers and suppliers, and product research and development. The Company was able to proceed with the construction of the Arizona plant while still meeting all COVID-19 restrictions and required safety measures. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the outbreak. Nevertheless, COVID-19 presents a material uncertainty and risk with respect to the Company, its performance, and its financial results and could adversely affect the Company’s financial position and results of operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 included in the final prospectus and definitive proxy statement filed on June 25, 2021 with the SEC pursuant to Rule 424(b)(3) under the Securities Act.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other future interim or annual period.

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents.

Restricted cash in the other current assets is comprised primarily of customer reservation payments for electric vehicles and other escrow deposit for building of the Arizona plant. Restricted cash included in other non-current assets is primarily related to letters of credit issued to the landlord for the Company’s headquarter in Newark, California and retail locations, and escrow deposit required under the escrow agreement for the lease with Pinal county, Arizona, related to the Arizona plant.

The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands):


	September 30, 2021		December 31, 2020		September 30, 2020		December 31, 2019
Cash	$	4,796,880	$	614,412	$	512,675	$	351,684
Restricted cash included in other current assets	10,970		11,278		16,998		19,767
Restricted cash included in other noncurrent assets	24,716		14,728		9,286		8,200
Total cash and restricted cash	$	4,832,566	$	640,418	$	538,959	$	379,651

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, short-term investments, and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Further, accounts receivable primarily consists of current trade receivables from a single customer as of September 30, 2021 and December 31, 2020, and the Company’s revenue is primarily from the same customer for each of the three and nine months ended September 30, 2021 and 2020.

Common Stock Warrants

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of any respective exercise date and as of each subsequent balance sheet date with changes in fair value recorded in the Company’s statement of operations. For issued or modified common stock warrants outstanding that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods.

The Company’s publicly traded common stock warrants (the “public warrants”) are equity-classified instruments because they are deemed indexed to the Company’s own common stock and did not contain any provision that could require net cash settlement unless the holders of the underlying shares would also receive the same form of consideration as the holders of public warrants. The Company’s privately placed common stock warrants (the “private warrants”) are liability-classified instruments because they are not deemed indexed to the Company’s own common stock.

Other Significant Accounting Policies

As of September 30, 2021, there were no material changes in the other significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for each of the years ended December 31, 2020 and 2019 included in Lucid’s final prospectus and definitive proxy statement filed on June 25, 2021 with the SEC pursuant to Rule 424(b)(3) under the Securities Act.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02 (“ASC 842”), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018 for public business entities. Private companies are required to adopt the new leases standard for annual periods beginning after December 15, 2021 and interim periods in annual periods beginning after December 15, 2022. Early adoption is permitted for all entities. The Company adopted ASC 842 as of January 1, 2021 using the modified retrospective approach (“adoption of the new lease standard”). This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented. The finance lease classification under ASC 842 includes leases previously classified as capital leases under ASC 840.

The Company has lease agreements with lease and non-lease components, including embedded leases, and has elected not to utilize the practical expedient to account for lease and non-lease components together, rather the Company is accounting for the lease and non-lease components separately on the consolidated financial statements.

Operating lease assets are included within operating lease right-of-use (“ROU”) assets. Finance lease assets are included within property, plant and equipment, net. The corresponding operating lease liabilities and finance lease liabilities are included within other current liabilities and other long-term liabilities on the Company’s consolidated balance sheet as of September 30, 2021.

The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments.

Adoption of the new lease standard on January 1, 2021 had a material impact on the Company’s interim unaudited condensed consolidated financial statements. The most significant impacts related to the (i) recording of ROU asset of $94.2 million, and (ii) recording lease liability of $126.0 million, as of January 1, 2021 on the consolidated balance sheets. The Company also reclassified prepaid expenses of $0.2 million and deferred rent balance, including tenant improvement allowances, and other liability balances of $31.8 million relating to the Company’s existing lease arrangements as of December 31, 2020, into the ROU asset balance as of January 1, 2021. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The standard did not materially impact the Company’s consolidated statement of operations and consolidated statement of cash flows.

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands):


	Balances at December 31, 2020		Adjustments from Adoption of New Lease Standard		Balances at January 1, 2021
Assets
Prepaid expenses	$	21,840	$	(180)	$	21,660
Property, plant and equipment, net	713,274		3,237		716,511
Operating lease right-of-use assets	—		90,932		90,932
Liabilities
Other current liabilities	151,753		8,030		159,783
Other long-term liabilities	39,139		86,152		125,291

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Topic 740, Income Taxes in order to reduce cost and complexity of its application. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. For nonpublic entities, the guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted if financial statements have not yet been issued (for public business entities) or have not yet been made available for issuance (for all other entities). The Company adopted this ASU starting on January 1, 2021. The adoption of this ASU did not have an immediate impact to the consolidated financial statements and related disclosure.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto.

REVERSE RECAPITALIZATION

9 Months Ended

Sep. 30, 2021

Restructuring and Related Activities [Abstract]

REVERSE RECAPITALIZATION

On July 23, 2021, upon the consummation of the Merger, all holders of 451,295,965 issued and outstanding Legacy Lucid common stock received shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 2.644 (the “Exchange Ratio”) resulting in 1,193,226,511 shares of Lucid common stock issued and outstanding as of the Closing and all holders of 42,182,931 issued and outstanding Legacy Lucid equity awards received Lucid equity awards covering 111,531,080 shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio, based on the following events contemplated by the Merger Agreement:

•the cancellation and conversion of all 437,182,072 issued and outstanding shares of Legacy Lucid preferred stock into 437,182,072 shares of Legacy Lucid common stock at the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective (“Effective Time”);

•the surrender and exchange of all 451,295,965 issued and outstanding shares of Legacy Lucid common stock (including Legacy Lucid common stock resulting from the conversion of the Legacy Lucid preferred stock) into 1,193,226,511 shares of Lucid common stock as adjusted by the Exchange Ratio;

•the cancellation and exchange of all 25,764,610 granted and outstanding vested and unvested Legacy Lucid options, which became 68,121,210 Lucid options exercisable for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; and

•the cancellation and exchange of all 16,418,321 granted and outstanding vested and unvested Legacy Lucid RSUs, which became 43,409,870 Lucid RSUs for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Exchange Ratio.

The other related events that occurred in connection with the Closing are summarized below:

•Churchill entered into separate private placement subscription agreements (the “PIPE Investment”) contemporaneously with the execution of the Merger Agreement pursuant to which Churchill agreed to sell and issue an aggregate of 166,666,667 shares of common stock at a purchase price of $15.00 per share for an aggregate purchase price of $2,500.0 million. The PIPE Investment closed simultaneously with the Closing of the Merger;

•Churchill Sponsor IV LLC (the “Churchill Sponsor”) exercised its right to convert the outstanding and unpaid amount of $1.5 million under the working capital loan provided by the Churchill Sponsor to Churchill into an additional 1,500,000 private warrants at a price of $1.00 per warrant in satisfaction of such loan;

•Churchill and the Churchill Sponsor entered into a letter agreement (the “Sponsor Agreement”), pursuant to which the Churchill Sponsor agreed that 17,250,000 shares of Churchill’s issued and outstanding common stock beneficially held by the Churchill Sponsor (the “Sponsor Earnback Shares”) and 14,783,333 private warrants beneficially held by the Churchill Sponsor (the “Sponsor Earnback Warrants”) to purchase shares of the Churchill’s common stock shall become subject to transfer restrictions and contingent forfeiture provisions upon the Closing of the Merger until Lucid’s stock price exceeded certain predetermined levels in the post-Merger period. Any such shares and warrants not released from these transfer restrictions during the earnback period, which expires on the fifth anniversary of the Closing, will be forfeited back to Lucid for no consideration. See Note 11 - Earnback Shares and Warrants for more information; and

•Churchill redeemed 21,644 public shares of Churchill’s Class A common stock at approximately $10.00 per share for an aggregate payment of $0.2 million.

After giving effect to the Merger and the redemption of Churchill shares as described above, the number of shares of common stock issued and outstanding immediately following the consummation of the Merger was as follows:


			Shares
Churchill public shares, prior to redemptions			207,000,000
Less redemption of Churchill shares			(21,644)
Churchill public shares, net of redemptions			206,978,356
Churchill Sponsor shares(1)			51,750,000
PIPE shares(2)			166,666,667
Total shares of Churchill common stock outstanding immediately prior to the Merger			425,395,023
Legacy Lucid shares			1,193,226,511
Total shares of Lucid common stock outstanding immediately after the Merger(3)(4)			1,618,621,534

(1)The 51,750,000 shares beneficially owned by the Churchill Sponsor as of the Closing of the Merger includes the 17,250,000 Sponsor Earnback Shares.

(2)Reflects the sale and issuance of 166,666,667 shares of common stock to the PIPE Investors at $15.00 per share.

(3)Excludes 111,531,080 shares of common stock as of the Closing of the Merger to be reserved for potential future issuance upon the exercise of Lucid options or settlement of Lucid RSUs.

(4)Excludes the 85,750,000 warrants issued and outstanding as of the Closing of the Merger, which includes the 41,400,000 public warrants and the 44,350,000 private warrants held by the Churchill Sponsor. The 44,350,000 private warrants beneficially owned by the Churchill Sponsor as of the consummation of the Merger includes the 14,783,333 Sponsor Earnback Warrants.

The Merger has been accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. The reverse recapitalization accounting treatment was primarily determined based on the stockholders of Legacy Lucid having a relative majority of the voting power of Lucid and having the ability to nominate the majority of the members of the Lucid board of directors, senior management of Legacy Lucid comprise the senior management of Lucid, and the strategy and operations of Legacy Lucid prior to the Merger comprise the only ongoing strategy and operations of Lucid. Accordingly, for accounting purposes, the financial statements of Lucid represent a continuation of the financial statements of Legacy Lucid with the Merger being treated as the equivalent of Legacy Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Lucid and the accumulated deficit of Legacy Lucid has been carried forward after Closing.

All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.

In connection with the Closing of the Merger, the Company raised $4,439.2 million of gross proceeds, including the contribution of $2,070.1 million of cash held in Churchill’s trust account from its initial public offering along with $2,500.0 million of cash raised by Churchill in connection with the PIPE Investment and $0.4 million of cash held in the Churchill operating cash account. The gross proceeds were net of $0.2 million paid to redeem 21,644 shares of Churchill Class A common stock held by public stockholders and $131.4 million in costs incurred by Churchill prior to the Closing. The Company additionally incurred $38.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $36.2 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $2.7 million was expensed in the condensed consolidated statements of operations. The total net cash proceeds to the Company were $4,400.3 million.

BALANCE SHEETS COMPONENTS

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEETS COMPONENTS

INVENTORY

Inventory as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Raw materials	$	48,588	$	661
Work in progress	11,891		70
Finished goods	676		312
Total inventory	$	61,155	$	1,043

Inventory as of September 30, 2021 is primarily related to raw materials and work in progress related to the production of vehicles for sale. The inventory as of September 30, 2021 and December 31, 2020 also includes battery pack systems with its customers.

PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Land and land improvements	$	1,050	$	1,050
Building and improvements	190,417		—
Machinery	480,259		28,830
Computer equipment and software	26,174		15,716
Leasehold improvements	89,106		47,187
Furniture and fixtures	10,442		4,503
Capital leases	—		3,908
Finance leases	9,857		—
Construction in progress	208,331		636,851
Total property, plant, and equipment	1,015,636		738,045
Less accumulated depreciation and amortization	(49,735)		(24,771)
Property, plant, and equipment — net	$	965,901	$	713,274

Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset and bringing it to the location in the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are completed and are ready for use. Construction in progress consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Tooling	$	106,402	$	203,241
Construction of Arizona plant	10,806		171,532
Leasehold improvements	67,965		50,790
Machinery and equipment	23,158		211,288
Total construction in progress	$	208,331	$	636,851

Depreciation and amortization expense for the three months ended September 30, 2021 and 2020, was approximately $14.9 million and $2.1 million, respectively, and for the nine months ended September 30, 2021 and 2020, was approximately $26.6 million and $5.4 million, respectively.

OTHER CURRENT AND LONG-TERM LIABILITIES

Other current liabilities and long-term liabilities as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Engineering, design, and testing accrual	$	31,271	$	42,518
Construction in progress	21,638		43,115
Retail leasehold improvements accrual	15,203		6,114
Other professional services accrual	6,029		9,083
Tooling liability	12,338		15,243
Payroll tax liability	32,728		—
Series B convertible preferred stock repurchase liability	—		3,000
Short-term insurance financing note	24,674		980
Operating lease liabilities, current portion	14,611		—
Transaction cost liability	40,981		—
Other liabilities	28,804		31,700
Total other current liabilities	$	228,277	$	151,753

As of September 30, 2021, the Company accrued a non-income tax liability of $32.7 million as other liabilities primarily related to payroll tax associated with certain compensation related events. The Company also recorded a $27.4 million receivable from employees related to this non-income tax liability as other receivables on the condensed consolidated balance sheet as of September 30, 2021.

The Company financed insurance premiums of $41.9 million related to various commercial insurance policies. The insurance policies have various terms that are less than 2 years. The Company made down payments for the insurance premium finance notes of $9.4 million, and the total interest was $0.4 million, representing annual interest primarily ranging from 2.65% to 2.86%. The Company will make monthly installments of $3.5 million for principal and interest from May 2021 to December 2022. The Company recorded the total insurance premium of $41.9 million as prepaid insurance and is amortizing it on a straight-line basis over the term of the insurance. The Company made $5.3 million of principal payments and $0.1 million of interest payments on the short-term insurance financing note during the three months ended September 30, 2021, and $7.2 million of principal payments and $0.1 million of interest payments during the nine months ended September 30, 2021. The remaining principal balance of $24.7 million is recorded as part of the Company’s other current liabilities as of September 30, 2021.


	September 30, 2021		December 31, 2020
Deferred rent	$	—	$	28,881
Customer deposits	13,398		8,028
Capital lease liabilities	—		1,996
Operating leases liabilities, net of current portion	169,433		—
Income tax liabilities	265		234
Total other long-term liabilities	$	183,096	$	39,139

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

Level 1 investments consist solely of short-term and long-term restricted cash valued at amortized cost that approximates fair value. Level 2 investments consist solely of certificate of deposits. Level 3 liabilities consist of contingent forward contract liability, convertible preferred stock warrant liability and common stock warrant liability, in which the fair value was measured upon issuance and is remeasured at each reporting date. The valuation methodology and underlying assumptions are discussed further in Note 6 “Contingent Forward Contracts,” Note 7 “Convertible Preferred Stock Warrant Liability” and Note 8 “Common Stock Warrant Liability”.

The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2021 (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Restricted cash	35,686		—		—		35,686
Total assets	$	35,686	$	505	$	—	$	36,191

Liabilities:
Common stock warrant liability	$	—	$	—	$	836,835	$	836,835
Total liabilities	$	—	$	—	$	836,835	$	836,835

The following table sets forth the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2020 (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Restricted cash	26,006		—		—		26,006
Total assets	$	26,006	$	505	$	—	$	26,511

Liabilities:
Convertible preferred stock warrant liability	$	—	$	—	$	2,960	$	2,960
Total liabilities	$	—	$	—	$	2,960	$	2,960

A reconciliation of the contingent forward contract liability, convertible preferred stock warrant liability and common stock warrant liability measured and recorded at fair value on a recurring basis is as follows (in thousands):


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability		Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability
Fair value-beginning of period	$	—	$	2,960	$	—	$	30,844	$	1,755
Issuance	2,167,332		—		812,048		793		—
Change in fair value	454,546		6,976		24,787		8,719		171
Settlement	(2,621,878)		(9,936)		—		(39,563)		—
Fair value-end of period	$	—	$	—	836,835		$	793	$	1,926

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

CONTINGENT FORWARD CONTRACTS

9 Months Ended

Sep. 30, 2021

CONTINGENT FORWARD CONTRACTS

In September 2018, the Company entered into a securities purchase agreement with PIF. Along with the execution of the securities purchase agreement, the Company granted PIF the right to purchase the Company’s Series D convertible preferred stock in future periods. The Company determined PIF’s right to participate in future Series D convertible preferred stock financing to be freestanding similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $18.6 million as a debt discount to the Convertible Notes issued in September 2018.

In March 2020, the Company received $200.0 million in exchange for 82,496,092 shares of Series D convertible preferred shares as partial settlement of the Series D contingent forward contract liability and revalued the contingent forward contract liability to the then fair value of $36.4 million and reclassified $18.2 million of the contingent forward contract liability into Series D convertible preferred stock. In June 2020, upon satisfaction of the second set of milestones (refer to Note 9 “Convertible Preferred Stock”), the Company received the remaining $200.0 million in exchange for 82,496,121 shares of Series D convertible preferred stock as final settlement of the Series D contingent forward contract liability and revalued the contingent forward contracts liability to the then fair value of $39.6 million and reclassified the liability into Series D convertible preferred stock. The Series D contingent forward contract liability incurred a total fair value loss of $8.7 million during the nine months ended September 30, 2020. Since the Series D contingent forward contract liability was fully settled in June 2020, there was no related outstanding contingent forward contract liability as of September 30, 2020.

As discussed in Note 9 “Convertible Preferred Stock”, in September 2020, along with the execution of the Securities Purchase Agreement, the Company granted Ayar Third Investment Company (“Ayar”) the right to purchase the Company’s additional Series E convertible preferred stock upon the Company’s satisfaction of certain milestones in November 2020. The Company determined Ayar’s right to participate in future Series E convertible preferred stock financing to be freestanding similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $0.8 million into contingent forward contract liabilities.

In December 2020, Ayar waived the Company’s remaining outstanding obligations, and the Company received $400.0 million for the issuance of Series E convertible preferred stock. Upon settlement, the Company revalued the Series E contingent forward contracts to the then fair value of $110.5 million and reclassified the contingent forward contract liability into Series E convertible preferred stock. The Company recorded a loss of $109.7 million related to fair value remeasurements of the Series E contingent forward contracts during the year ended December 31, 2020.

In February 2021, the Company and Ayar entered into Amendment No. 1 to the original Series E Preferred Stock Purchase Agreement (“Amendment No. 1”). Under the Amendment No. 1, Ayar and the Company agreed to enter into the third closing of additional 133,818,821 Series E convertible preferred stock at $2.99 per share, aggregating to $400.0 million. Upon the signing of the Amendment No. 1, the Company received the issuance proceeds of $400.0 million from Ayar in February 2021.

Amendment No. 1 also allowed the Company to provide an opportunity to all current convertible preferred stockholders other than Ayar (“Eligible Holders”) to enter into the fourth closing to purchase up to 23,737,221 shares of Series E convertible preferred stock on a pro rata basis at $2.99 per share, aggregating to $71.0 million. In addition, the amendment allowed the Company to offer for purchase at the fourth closing at $2.99 per share, a number of Series E Preferred Stock to senior management employees, directors, consultants, advisors and/or contractors of the Company (“Additional Purchasers”) and Ayar. Refer to Note 9 - Convertible Preferred Stock.

The Company determined the right to participate in future Series E convertible preferred share financing to be a freestanding financial instrument similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $1.4 billion and $722.4 million for the third closing and fourth closing, respectively, as contingent forward contract liabilities. Since the contingent forward contract liability related to the third closing was fully settled in the same month following the execution of the amendment, the Company recorded no related fair value remeasurements in the consolidated statements of operations.

The Company issued Offer Notices to certain of the Company’s management and members of the Board of Directors in March 2021 and April 2021. The Series E convertible preferred stock issued from the fourth closing included 3,034,194 shares to the Company’s management and 1,658,705 shares to members of the Board of Directors. The total issuance to the Company’s management included 535,275 shares offered to the CEO in April 2021. The offer to employees in the fourth closing to participate in future Series E convertible preferred stock financing represent a fully vested, equity classified award. The award’s full fair value on each recipient’s grant date was recorded as stock-based compensation, and the related contingent forward contract liability was derecognized. The Company revalued the contingent forward contract liability for the remaining participants and recorded $454.5 million fair value remeasurement loss related to the contingent forward contract liability for the nine months ended September 30, 2021. Final fair value of the contingent forward contract liability of $1.2 billion was reclassified into Series E convertible preferred stock upon the fourth closing in April 2021. There was no related outstanding contingent forward contract liability as of September 30, 2021.

The fair value of the Series E convertible preferred stock contingent forward contract liability for the third closing was determined using a forward payoff. The Company’s inputs used in determining the fair value on the issuance date and settlement date, were as follows:


Stock Price	$	13.79
Volatility	100.00		%
Expected term (in years)	0.01
Risk-free rate	0.03		%

The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined using a forward and an option payoff. The Company’s inputs used in determining the fair value on the issuance date were as follows:


Fair value of Series E convertible preferred share	$	13.79
Volatility	100.00		%
Expected term (in years)	0.11
Risk-free rate	0.03		%

The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined as the difference between the Series E convertible preferred stock fair value and the purchase price. The Company estimated the fair value of each of the Series E convertible preferred stock on the settlement date by taking the closing price of Churchill’s Class A common stock on April 1, 2021 of $23.78 multiplied by the expected exchange ratio at the time, and discounted for lack of marketability.

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY

9 Months Ended

Sep. 30, 2021

Warrants and Rights Note Disclosure [Abstract]

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY

In March and September 2017, the Company issued two convertible preferred stock warrants to purchase a total of 1,546,799 shares of Series D convertible preferred stock, with an exercise price of $1.94 per share. The convertible preferred stock warrants had been recorded at fair value using a Monte-Carlo simulation at issuance and had been subsequently remeasured to fair value each reporting period with the changes recorded in the condensed consolidated statements of operations. As of December 31, 2020, 1,546,799 shares of the Warrants had been outstanding with a fair value of $1.94 per share, and aggregate fair value of $3.0 million.

The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows:


	December 31, 2020
Volatility	50.00	%
Expected term (in years)	0.5 - 1.5
Risk-free rate	0.09 – 0.12%
Expected dividend rate	0.00	%

In February 2021, all the outstanding warrants were settled in its entirety at an exercise price of $1.94 per share for an aggregate purchase price of $3.0 million. Upon final settlement, the Company converted the warrant into $12.9 million Series D convertible preferred stock, and recorded $7.0 million loss related to fair value remeasurements of the warrants in the condensed consolidated statements of operations for the nine months ended September 30, 2021. The Company recorded $0.1 million and $0.2 million loss related to fair value remeasurements of the warrants for the three and nine months ended September 30, 2020.

The fair value of the Series D preferred stock that was converted from warrant liability at settlement was estimated using the PWERM framework and considered the same three scenarios and probability for each of the three scenarios used to value our common stock: OPM scenario (20%), as-converted SPAC scenario (70%), and as-converted IPO scenario (10%). Under the OPM scenario, the fair value of Series D convertible preferred stock was a direct output of the model used for the equity valuation of the Company and reflected the present value. Under the as-converted SPAC scenario, the present value of the Series D convertible preferred stock was estimated using the pre-money equity value. Under the as-converted IPO scenario, the Company applied the market-based approach and determined the fair value based on the average revenue multiples derived from our peer group.

COMMON STOCK WARRANT LIABILITY

9 Months Ended

Sep. 30, 2021

COMMON STOCK WARRANT LIABILITY

On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 44,350,000 private warrants to purchase shares of Lucid’s common stock. The private warrants were initially recognized as a liability with a fair value of $812.0 million. The private warrants remained unexercised and were remeasured to fair value as of September 30, 2021, resulting in a loss of $24.8 million for the three and nine months ended September 30, 2021, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations.

The 44,350,000 private warrants include the 14,783,333 Sponsor Earnback Warrants subject to the contingent forfeiture provisions. The first earnback triggering event was satisfied on September 29, 2021. As a result, the first tranche of the Sponsor Earnback Warrants, or 4,927,778 private warrants, were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions. See Note 11 - Earnback Shares and Warrants for more information.

The fair value of the private warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model that takes into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of private warrants per share	$	18.92		$	18.44
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

The fair value of the private warrants that are subject to the contingent forfeiture provisions was estimated using a Monte-Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the private warrants, including the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the volume-weighted average trading sale price (the “VWAP”) thresholds within each simulation. The present value of the payoff in each simulation is calculated, and the fair value of the liability is determined by taking the average of all present values. The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of Tranche 1 with $20.00 VWAP threshold per share	$	—		$	18.16
Fair value of Tranche 2 with $25.00 VWAP threshold per share	$	18.78		$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	18.60		$	17.92
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

CONVERTIBLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2021

Features of Convertible Preferred Stock [Abstract]

CONVERTIBLE PREFERRED STOCK

Convertible Preferred Stock

Upon the Closing of the Merger, all 1,155,909,367 shares of issued and outstanding convertible preferred stock were cancelled and converted into 1,155,909,367 shares of Lucid common stock based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective. As of September 30, 2021, there were no issued and outstanding shares of convertible preferred stock.

In 2014 through April 2021, the Company had issued Series A, Series B, Series C, and Series D and Series E convertible preferred stock (“Series A,” “Series B,” “Series C,” “Series D,” “Series E,” respectively) (collectively, the “Convertible Preferred Stock”).

Convertible preferred stock was carried at its issuance price, net of issuance costs.

In September 2018, concurrent with the execution of the Security Purchase Agreement with PIF, the Company entered into a Stock Repurchase Agreement (the “Repurchase Agreement”) with Blitz Technology Hong Kong Co. Limited and LeSoar Holdings, Limited (the “Sellers”) to repurchase Series C convertible preferred stock. From September 2018 to December 31, 2019, the Company repurchased in aggregate 11,331,430 shares of Series C convertible preferred stock with $60.0 million at a per share price of $5.30 from the first and second Company repurchase.

Third Company Repurchase (Series C - August 2020)

In August 2020, the Company entered into a Stock Repurchase Agreement with the Sellers. Pursuant to the Stock Repurchase Agreement, the Company agreed to repurchase 9,656,589 shares of Series C convertible preferred stock owned by the Sellers in August 2020 at a price of $1.02 per share for total of $9.9 million. The carrying value of the repurchased Series C convertible preferred stock is $20.4 million. As such, the Company recognized $10.5 million in additional paid-in capital under stockholder’s equity in the consolidated balance sheet as of December 31, 2020 related to the difference in fair value and carrying value of the Series C stock repurchased.

Fourth Company Repurchase (Series C - December 2020)

In December 2020, the Company entered into a Stock Repurchase Agreement with Blitz Technology Hong Kong Co. Limited (“Blitz”).

The Company agreed to repurchase 1,850,800 Series C convertible preferred stock from Blitz at a price of $1.21 per share, aggregating to $2.2 million. As the carrying amount of each share of Series C was $2.42 aggregating to $4.5 million in September 2020, the Company recognized $2.2 million as additional paid-in capital under stockholders’ deficit in the condensed consolidated balance sheet as of December 31, 2020, related to the difference in fair value and carrying value of the Series C shares repurchased.

Fifth Company Repurchase (Series B - December 2020)

On December 22, 2020, the Company entered into an agreement with JAFCO Asia Technology Fund V (“JAFCO”) whereby the Company agreed to repurchase 3,525,332 Series B convertible preferred stock having a carrying value of $4.0 million, from JAFCO for a total consideration of $3.0 million. The agreement resulted in an extinguishment of the Series B convertible preferred stock and the Company recognized $1.0 million in additional paid-in capital being the difference in fair value of the consideration payable and the carrying value of the Series B convertible preferred stock. As of the date of extinguishment and as of December 31, 2020 the Series B convertible preferred stock subject to repurchase had been mandatorily redeemable within 45 days of the agreement and accordingly had been reclassified to other accrued liabilities on the consolidated balance sheets.

Series D Preferred Stock Issuance

In 2018, the Security Purchase Agreement with PIF granted PIF rights to purchase the Company’s Series D convertible stock at various tranches. The first tranche of $200.0 million had been issuable upon the approval of the PIF’s equity investment into the Company by CFIUS (refer to Note 6 – Contingent Forward Contracts). The second and third tranches of $400.0 million each had been issuable upon the Company’s satisfaction of certain milestones related to further development and enhancement in marketing, product, and administrative activities.

In April 2019, upon CFIUS’s approval of PIF’s equity investment into the Company, the Company received the first $200.0 million proceeds from PIF. In October 2019, the Company received additional $400.0 million upon achieving the first set of milestones. Together with the conversion of $272.0 million Convertible Notes and accrued interest, the Company issued 374,777,281 shares of Series D convertible preferred stock at a price of $2.33 per share, for net proceeds of approximately $872.0 million during the year ended December 31, 2019.

In March 2020, the Company received $200.0 million of the remaining $400.0 million in proceeds from PIF and issued 82,496,092 shares of Series D in exchange. In June 2020 the Company successfully satisfied certain of the second set of milestones related to further development and enhancement in marketing, product, and administrative activities, and received a waiver from PIF for the remaining milestones. The Company received the remaining $200 million proceeds in exchange for 82,496,121 shares of Series D convertible preferred stock.

See activities related to the PIF Convertible Notes and Series D convertible preferred stock funding as below (in thousands):


Conversion of Convertible Notes	$	271,985
Series D received in April 2019	200,000
Series D received in October 2019	400,000
Series D received in March 2020	200,000
Series D received in June 2020	200,000
Contingent forward contract liability reclassified to Series D	39,564
Conversion of preferred stock warrant to Series D in February 2021	3,000
Reclassification of preferred stock warrant liability to Series D in February 2021	9,936
Total proceeds of Series D	$	1,324,485

Series E convertible preferred stock Issuance

In September 2020 the Company entered into an arrangement with Ayar to issue and sell Series E convertible preferred stock pursuant to a securities purchase agreement (the “SPAE”). Along with the execution of the SPAE, the Company granted Ayar the right to purchase additional Series E convertible preferred stock upon the Company’s satisfaction of certain milestones in November 2020. The Company determined Ayar’s right to participate in future Series E convertible preferred stock financing to be freestanding, similar to a derivative in the form of contingent forward contracts, and recorded the initial valuation of $0.8 million as a contingent forward contract liability. The contingent forward contract terms were included within the SPAE, which dictated a price of $2.99 per share of Series E convertible preferred stock. The Company needed to satisfy two sets of milestone conditions relating to further development and enhancement in marketing, product, and administrative activities for Ayar to provide funding under the SPAE.

Immediately upon closing of the SPAE, the Company received the full first tranche of $500.0 million in funding in exchange for 167,273,525 Series E convertible preferred stock as the requirement for the first milestones were met prior to execution of the purchase agreement. Subsequently, the Company successfully satisfied certain of the second set of milestones and received a waiver from PIF for the remaining milestones; and on December 24, 2020, the investor provided $400.0 million of funding in exchange for 133,818,821 shares as the final issuance of Series E convertible preferred stock related to the second milestones. Upon final settlement, the Company re-valued the liability associated with the contingent forward contract to the then fair value of $110.5 million from a contingent liability of $0.8 million and derecognized the liability as the contract was settled in its entirety. The Company recognized the increase in fair value of $109.7 million in the condensed consolidated statements of operations and reclassified the liability into convertible preferred stock on the Company’s consolidated balance sheets as of December 31, 2020.

In February 2021, the Company and Ayar entered into Amendment No. 1 to the original Series E Preferred Stock Purchase Agreement (“Amendment No. 1”). Under the Amendment No. 1, Ayar and the Company agreed to enter into the third closing of additional 133,818,821 shares of Series E convertible preferred stock at $2.99 per share, aggregating to $400.0 million. Upon the signing of the Amendment No. 1, the Company received the issuance proceeds of $400.0 million from Ayar in February 2021.

Amendment No. 1 also allowed the Company to provide an opportunity to all current convertible preferred stockholders other than Ayar (“Eligible Holders”) to enter into the fourth closing to purchase up to 23,737,221 shares of Series E convertible preferred stock on a pro rata basis at $2.99 per share, aggregating to $71.0 million. In addition, the amendment allowed the Company to offer for purchase at the fourth closing at $2.99 per share, a number of Series E Preferred Stock to senior management employees, directors, consultants, advisors and/or contractors of the Company (“Additional Purchasers”). The aggregate number of Series E Preferred Stock sold at the third closing and fourth closing would not exceed 200.7 million shares (“Extension Amount”). Ayar committed to purchase the entire Extension Amount to the extent not subscribed by Eligible Holders or Additional Purchasers.

In April 2021, the Company issued 66,909,408 Series E convertible preferred stock from the fourth closing at $2.99 per share for cash consideration of $200.0 million. The Company received $107.1 million of the entire cash consideration in March 2021, and the remaining $92.9 million in April 2021. The Company issued Offer Notices to certain of the Company’s management and members of the Board of Directors in March 2021 and April 2021. The Series E convertible preferred stock issued from the fourth closing included 3,034,194 shares to the Company’s management and 1,658,705 shares to members of the Board of Directors. The total issuance to the Company’s management includes 535,275 shares offered to the CEO in April 2021. The offer to employees to participate in a future Series E convertible preferred stock financing represented a fully vested, equity classified award. The excess of the award’s fair value over the purchase price of $123.6 million on each recipient’s grant date during the nine months ended September 30, 2021 was recorded as stock-based compensation.

Along with the execution of Amendment No. 1, the Company also increased the authorized number of common shares and convertible preferred stock to 1,316,758,889 and 1,155,909,398 stock, respectively.

As of December 31, 2020, the Company had the following convertible preferred stock, par value of $0.0001 per share, authorized, and outstanding (in thousands, except share and per share amounts):


As of December 31, 2020
Convertible Preferred Stock	Shares Authorized	Shares Outstanding	Net Carrying Value		Conversion Per Share to Common Stock		Liquidation Per Share Amount		Liquidation Amount
Series A	32,045,280	32,045,280	$	11,925	$	0.38	$	0.38	$	12,120
Series B*	24,677,332	24,677,332	23,740		1.13		1.13		28,000
Series C	82,414,075	59,575,253	137,475		2.42		2.42		144,432
Series D	618,720,748	539,769,493	1,311,548		2.33		3.64		1,963,912
Series E	301,092,345	301,092,346	1,009,388		2.99		4.48		1,349,449
Total	1,058,949,780	957,159,704	$	2,494,076					$	3,497,913

*As of December 31, 2020, 3,525,332 Series B convertible preferred stock at aggregate fair value of $3.0 million were extinguished and reclassified to other accrued liabilities, with cash settlement occurring in January 2021.

The significant rights and preferences of the outstanding convertible preferred stock through the Closing of the Merger are as follows:

Dividends—Through the Closing Date, Holders of Series A, Series B, and Series C had been entitled to receive noncumulative dividends at an annual rate of $0.03, $0.09, $0.19 per share, respectively. Holders of Series D and Series E had been entitled to receive noncumulative dividends at the rate of 8% of the Series D and Series E Original Issue Price (as adjusted for any Stock Split Change) per annum on each outstanding share of Series D and Series E through the Closing Date. Such dividends had been payable when and if declared by the Company’s board of directors (the “Board of Directors”). No other dividends would have been paid on any common or convertible preferred stock until such dividends on Series A, Series B, Series C, Series D and Series E had been paid or declared by the Board of Directors. Through the Closing Date, no dividends had been declared.

Liquidation Preference—Until the Closing Date, in the event of any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a Liquidation Event), before any distribution or payment would have been made to holders of common stock, each holder of convertible preferred stock then outstanding would have been entitled to be paid, pro rata, out of the assets of the Company available for distribution to members, whether from capital, surplus, or earnings, in the sequence of Series E, Series D, Series C, Series B and Series A, an amount equal to one and one-half times (1.5x), one and one-half times (1.5x), one time (1x), one time (1x), one time (1x) of the Series E, Series D, Series C, Series B, and Series A original issue price per share (as adjusted for Share Split Changes), plus all declared and unpaid distributions thereon.

Voting Rights—Until the Closing Date, the holders of Series A, Series B, Series C, Series D and Series E convertible preferred stock had been entitled to the number of votes equal to the number of common stock into which such convertible preferred stock had been convertible, and with respect to such vote, such holder had been to full voting rights and powers equal to the voting rights and powers of the holders of common stock, and had been entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting in accordance with our bylaws. The holders of convertible preferred stock and the holders of common stock had been entitled to vote together and not as separate classes.

Conversion—Until the Closing Date, each Series A, Series B, Series C, Series D and Series E convertible preferred stock had been convertible, at the option of the holder, into one fully paid nonassessable common stock. The conversion formula had been adjusted for such events as dilutive issuances, stock splits, or business combinations. Each share of Series A, Series B, Series C, Series D and Series E convertible preferred stock had been automatically converted into one share of common stock at the applicable conversion price upon the earlier of (1) vote or written consent of the holders of at least 66.67% of the outstanding Series A, Series B, Series C, Series D or 50% for Series E convertible preferred stock, as applicable (each calculated on an as-converted basis), voting as a class, or (2) immediately before the closing of the Company’s sale of its common stock in a firm commitment underwritten public offering on a U.S. national securities exchange or other internationally recognized securities exchange, which had been reflected a pre-offering market capitalization in excess of $2.5 billion and which had resulted in gross proceeds to the Company of at least $200.0 million (before payment of underwriters’ discounts, commissions and offering expenses) (such transaction, a “Qualified IPO”).

Antidilution Adjustment—Until the Closing Date, subject to certain exceptions, if the Company had issued additional common stock without consideration or for a consideration per share, less than the conversion price with respect to such series of the convertible preferred stock in effect immediately before the issuance of such additional shares, the conversion price of such series of convertible preferred stock in effect immediately before each such issuance had been automatically adjusted. The new conversion price for such series of convertible preferred stock had been determined by multiplying the conversion price for such series of convertible preferred stock then in effect by a fraction, the numerator of which had been the number of common stock outstanding immediately before such issuance, plus the number of shares that the aggregate consideration received by the Company for such issuance would purchase at such conversion price then in effect, and the denominator of which had been the number of common stock outstanding immediately before such issuance, plus the number of such additional common stock to be issued.

STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2021

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of September 30, 2021, there were no issued and outstanding shares of preferred stock.

Common Stock

On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 425,395,023 new shares of common stock upon the Closing. The Company also converted all 1,155,909,367 shares of its issued and outstanding convertible preferred stock into 1,155,909,367 new shares of common stock as of the Closing of the Merger based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association. Immediately following the Merger, there were 1,618,621,534 shares of common stock outstanding with a par value of $0.0001. The holder of each share of common stock is entitled to one vote.

Common Stock Warrants

On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 41,400,000 publicly-traded warrants to purchase shares of its common stock. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share. The public warrants were exercisable as of August 22, 2021 and expire on July 23, 2026, if not yet exercised by the holder or redeemed by the Company.

During the three and nine months ended September 30, 2021, an aggregate of 32,082,532 public warrants were exercised, of which 17,015,311 were exercised on a cashless basis. The aggregate cash proceeds received from the exercise of these public warrants were $173.3 million. A summary of activity of the Company’s issued and outstanding public warrants is as follows:


			September 30, 2021
Public warrants issued in connection with Merger on July 23, 2021			41,400,000
Number of public warrants exercised			(32,082,532)
Issued and outstanding public warrants as of September 30, 2021			9,317,468

On September 8, 2021 the Company issued a redemption notice to the holders of the public warrants pursuant to which the Company would redeem any remaining issued and outstanding warrants at a price of $0.01 per warrant at the scheduled redemption date. Upon the redemption notification, holders of the public warrants only had the right to exercise their outstanding warrants prior to the scheduled redemption date on a cashless basis. On October 14, 2021, the Company extended the redemption date to October 29, 2021. Subsequent to September 30, 2021 and prior to the conclusion of the redemption notice period on October 29, 2021, an aggregate of 8,951,665 public warrants were exercised on a cashless basis. At the conclusion of the redemption notice period on October 29, 2021, the remaining 365,803 public warrants issued and outstanding were redeemed at price of $0.01 per warrant.

Common Stock Reserved for Issuance

The Company’s common stock reserved for future issuances as of September 30, 2021 and December 31, 2020, are as follows:


	September 30, 2021	December 31, 2020
Convertible preferred stock (on an as-converted basis)	—	957,159,704
Convertible preferred stock warrant (on an as-converted basis)	—	1,546,799
Private warrants to purchase common stock	44,350,000	—
Public warrants to purchase common stock	9,317,468	—
Stock options outstanding	67,013,622	70,675,318
Restricted stock units outstanding	43,183,277	—
Shares available for future grants under equity plans	12,894,374	10,526,235
Total shares of common stock reserved	176,758,741	1,039,908,056

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Share-based Payment Arrangement [Abstract]

EARNBACK SHARES AND WARRANTS	9 Months Ended
EARNBACK SHARES AND WARRANTS	Sep. 30, 2021
Equity [Abstract]
EARNBACK SHARES AND WARRANTS	EARNBACK SHARES AND WARRANTSDuring the period between the Closing and the five-year anniversary of the Closing, the Churchill Sponsor has subjected the 17,250,000 Sponsor Earnback Shares of issued and outstanding common stock and 14,783,333 Sponsor Earnback Warrants of issued and outstanding private warrants to potential forfeiture to Lucid for no consideration until the occurrence of each tranche’s respective earnback triggering event. The 17,250,000 Sponsor Earnback Shares are comprised of three separate tranches of 5,750,000 shares per tranche. The 14,783,333 Sponsor Earnback Warrants are comprised of three separate tranches of (i) 4,927,778 warrants, (ii) 4,927,778 warrants, and (iii) 4,927,777 warrants. The earnback triggering events for the three respective tranches of the Sponsor Earnback Shares and Sponsor Earnback Warrants will be met upon the earlier of (i) the date on which the volume-weighted average trading sale price of one share of our common stock quoted on Nasdaq is greater than or equal to $20.00, $25.00, and $30.00, respectively, for any 40 trading days within any 60 consecutive trading day period or (ii) a change in control of Lucid pursuant to which stockholders of Lucid have the right to receive consideration implying a value per share greater than or equal to $20.00, $25.00, and $30.00, respectively. The earnback triggering events were determined to be indexed to the Company’s common stock as the earnback triggering events are measured on a dilutive basis. The first earnback triggering event related to achieving a volume-weighted average trading sale price greater than or equal to $20.00 for any 40 trading days within any 60 consecutive trading day period was satisfied on September 29, 2021. As a result, the first tranche of the Sponsor Earnback Shares and Sponsor Earnback Warrants, or 5,750,000 shares of common stock and 4,927,778 private warrants respectively, were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions.

STOCK-BASED AWARDS

9 Months Ended

Sep. 30, 2021

STOCK-BASED AWARDS

Legacy Lucid 2021 Stock Incentive Plan

In January 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the Company’s 2014 Plan. The 10,526,235 shares reserved for future issuance under the 2014 Plan were removed and added to the share reserve under the 2021 Plan. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units (“RSU”), share appreciation rights, performance based awards and cash based awards to the Company’s employees, directors, and consultants.

Lucid 2021 Stock Incentive Plan and ESPP Addendum

In July 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Incentive Plan (the “2021 Incentive Plan”), which includes an employee stock purchase plan as an addendum (the “ESPP Addendum”). The 2021 Incentive Plan replaced the 2021 Plan. The 2021 Incentive Plan provides for the grant of restricted shares, non-qualified stock options, incentive stock options, unrestricted shares, stock appreciation rights, restricted stock units and cash awards. Shares of common stock underlying awards that are forfeited or cancelled generally are returned to the pool of shares available for issuance under the 2021 Incentive Plan.

The ESPP Addendum authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date. The offering dates and purchase dates for the ESPP Addendum are determined at the discretion of the Company’s board of directors. As of September 30, 2021, the Company had not yet launched its ESPP Addendum.

The number of shares of common stock that remain available for issuance under the 2021 Incentive Plan, including the ESPP Addendum, was 12,894,374 as of September 30, 2021.

Stock Options

The Company’s outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest. Incentive stock options and non-statutory options generally vest over four years, the majority of which vest at a rate of 25% on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years. A summary of stock option activity is as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance—December 31, 2020	70,675,318	$	0.84	7.8	$	647,218
Options granted	8,402,925	2.85
Options exercised	(8,966,272)	0.69
Options canceled	(3,098,349)	1.68
Balance—September 30, 2021	67,013,622	$	1.07	6.8	$	1,628,923
Options vested and exercisable September 30, 2021	41,932,824	$	0.75	5.7	$	1,032,660

Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of common shares. The aggregate intrinsic value of options exercised was approximately $152.8 million for the nine months ended September 30, 2021, and $3.4 million for the nine months ended September 30, 2020.

The total fair value of stock options granted during the nine months ended September 30, 2021 and 2020, was approximately $24.0 million and $16.1 million, respectively, which is recognized over the respective vesting periods. The total fair value of stock options vested during the nine months ended September 30, 2021 and 2020, was approximately $4.7 million and $3.1 million, respectively.

The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the three and nine months ended September 30, 2021 and 2020, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Weighted average volatility	—%		50.4%		41.9%		65.2%
Expected term (in years)	0.0		5.8		5.9		5.9
Risk-free interest rate	—%		1.6%		0.6%		0.9%
Expected dividends	$	—	$	—	$	—	$	—

Restricted Stock Unit

A summary of RSU award activity is as follows:


	Restricted Stock Units
	Time-Based Shares	Performance-Based Shares	Total Shares	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2020	—	—	—	$	—
Granted	27,500,001	16,024,411	43,524,412	19.41
Cancelled/Forfeited	(341,135)	—	(341,135)	22.79
Nonvested balance as of September 30, 2021	27,158,866	16,024,411	43,183,277	$	19.38

Time-based RSUs vest based on a performance condition and a service condition. The performance condition was satisfied upon the Closing of the Merger, and the service condition will be met generally over 4.0 years. The Company granted 13,834,748 shares of the time-based RSUs to the CEO that will vest in sixteen equal quarterly installments beginning on December 5, 2021, subject to continuous employment. The service condition for 25% of the Company’s non-CEO RSUs will be satisfied 375 days after the Closing. The remaining RSUs will be satisfied in equal quarterly installments thereafter, subject to continuous employment. The fair value of these time-based RSUs was measured using the fair

value of the Company’s common stock on the date of the grant, as based on the market price of Churchill’s stock adjusted for the expected exchange ratio at the time, and discounted for lack of marketability.

All performance-based RSUs are granted to the CEO. The CEO performance RSUs will vest subject to the performance and market conditions. The performance condition was satisfied upon the Closing. The market conditions will be satisfied and vest in five tranches based on the achievement of market capitalization goals applicable to each tranche over a six-month period subject to the CEO’s continuous employment through the applicable vesting date. Any CEO performance RSUs that have not vested within five years after the Closing will be forfeited. As of September 30, 2021, none of the market capitalization goals had been achieved. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions:


Weighted average volatility			60.0%
Expected term (in years)			5.0
Risk-free interest rate			0.9%
Expected dividends			—

The Company recognizes compensation expense on a graded vesting schedule over the requisite vesting period for the time-based awards and over the derived service period for the CEO performance RSUs. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award.

Stock-Based Compensation Expense

Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020, is classified in the consolidated statements of operations as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Research and development	$	59,196	$	679	$	85,899	$	2,072
Selling, general and administrative	177,760		597		280,301		1,185
Total	$	236,956	$	1,276	$	366,200	$	3,257

Total stock-based compensation expense for the three and nine months ended September 30, 2021 includes $235.6 million stock-based compensation expense related to the RSUs. The nine months ended September 30, 2021 also includes $123.6 million stock-based compensation expense related to the Series E convertible preferred stock issuances in March 2021 and April 2021. Refer to Note 6 “Contingent Forward Contracts” and Note 9 “Convertible Preferred Stock” for more information.

The unamortized share-based compensation related to awards that are not vested was $732.2 million as of September 30, 2021, and weighted average remaining amortization period as of September 30, 2021 was 2.7 years.

LEASES

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

LEASES

The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, and solar energy systems, worldwide. The Company has determined if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon later of ASC 842 adoption date of January 1, 2021, or lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain operating leases provide for annual increases to lease payments based on an index or rate. The Company estimates the annual increase in lease payments based on the index or rate at the lease commencement date, for both the Company’s historical leases and for new leases commencing after January 1, 2021. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term.

The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands):


	As of September 30, 2021
Operating leases:
Operating lease right-of-use assets	$	143,782

Other current liabilities	$	14,611
Other long-term liabilities	169,433
Total operating lease liabilities	$	184,044

Finance leases:
Property, plant and equipment, net	7,825
Total finance lease assets	$	7,825

Finance lease liabilities, current portion	$	3,268
Finance lease liabilities, net of current portion	4,687
Total finance lease liabilities	$	7,955

The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Operating lease expense:
Operating lease expense(1)	$	8,261	$	21,811
Variable lease expense	595		1,754

Finance lease expense:
Amortization of leased assets	$	800	$	2,032
Interest on lease liabilities	115		328
Total finance lease expense	$	915	$	2,360
Total lease expense	$	9,771	$	25,925

(1)Includes short-term leases, which are immaterial.

Other information related to leases where the Company is the lessee is as follows:


	As of September 30, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.9
Finance leases	2.4

Weighted-average discount rate:
Operating leases	11.20	%
Finance leases	6.10	%

Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands):


	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,516
Operating cash flows from finance leases (interest payments)	328
Financing cash flows from finance leases	1,915
Leased assets obtained in exchange for new operating lease liabilities	61,497
Leased assets obtained in exchange for new finance lease liabilities	70,756

As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands):


	Operating Leases		Finance Leases
Three months ending September 30, 2021	$	8,969	$	939
2022	35,539		3,586
2023	35,043		3,234
2024	35,400		769
2025	34,484		—
Thereafter	132,938		—
Total minimum lease payments	282,373		8,528
Less: Interest	(98,329)		(573)
Present value of lease obligations	184,044		7,955
Less: Current portion	14,611		3,268
Long-term portion of lease obligations	$	169,433	$	4,687

As previously reported in the Company’s audited financial statements for the year ended December 31, 2020 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands):


	Operating Leases		Finance Leases
2021	$	25,490	$	1,729
2022	28,837		1,547
2023	27,633		1,174
2024	28,207		9
2025	27,474		—
Thereafter	116,155		—
Total minimum lease payments	$	253,796	4,459
Less: Interest			(1,202)
Present value of lease obligations			3,257
Less: Current portion			(1,261)
Long-term portion of lease obligations			1,996

LEASES

The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands):


	As of September 30, 2021
Operating leases:
Operating lease right-of-use assets	$	143,782

Other current liabilities	$	14,611
Other long-term liabilities	169,433
Total operating lease liabilities	$	184,044

Finance leases:
Property, plant and equipment, net	7,825
Total finance lease assets	$	7,825

Finance lease liabilities, current portion	$	3,268
Finance lease liabilities, net of current portion	4,687
Total finance lease liabilities	$	7,955

The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Operating lease expense:
Operating lease expense(1)	$	8,261	$	21,811
Variable lease expense	595		1,754

Finance lease expense:
Amortization of leased assets	$	800	$	2,032
Interest on lease liabilities	115		328
Total finance lease expense	$	915	$	2,360
Total lease expense	$	9,771	$	25,925

(1)Includes short-term leases, which are immaterial.

Other information related to leases where the Company is the lessee is as follows:


	As of September 30, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.9
Finance leases	2.4

Weighted-average discount rate:
Operating leases	11.20	%
Finance leases	6.10	%

Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands):


	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,516
Operating cash flows from finance leases (interest payments)	328
Financing cash flows from finance leases	1,915
Leased assets obtained in exchange for new operating lease liabilities	61,497
Leased assets obtained in exchange for new finance lease liabilities	70,756

As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands):


	Operating Leases		Finance Leases
Three months ending September 30, 2021	$	8,969	$	939
2022	35,539		3,586
2023	35,043		3,234
2024	35,400		769
2025	34,484		—
Thereafter	132,938		—
Total minimum lease payments	282,373		8,528
Less: Interest	(98,329)		(573)
Present value of lease obligations	184,044		7,955
Less: Current portion	14,611		3,268
Long-term portion of lease obligations	$	169,433	$	4,687


	Operating Leases		Finance Leases
2021	$	25,490	$	1,729
2022	28,837		1,547
2023	27,633		1,174
2024	28,207		9
2025	27,474		—
Thereafter	116,155		—
Total minimum lease payments	$	253,796	4,459
Less: Interest			(1,202)
Present value of lease obligations			3,257
Less: Current portion			(1,261)
Long-term portion of lease obligations			1,996

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of September 30, 2021, and December 31, 2020, the Company had $363.0 million and $406.1 million in commitments related to the Arizona manufacturing plant and equipment. This represents future expected payments on open purchase orders entered into as of September 30, 2021, and December 31, 2020.

The Company entered into a non-cancellable purchase commitment to purchase battery cells over the next 3 years with various vendors. Battery cell costs can fluctuate from time to time based on, among other things, supply and demand, costs of raw materials, and purchase volumes. The estimated purchase commitment as of September 30, 2021 is as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2021 (remainder of the year)	$	104,370
2022	202,400
2023	202,400
Total	$	509,170

In recognition of the CEO’s efforts on the Merger, the board of directors approved a $2 million transaction bonus payable to the CEO subject to certain conditions. The transaction bonus was paid to the CEO during the three months ended September 30, 2021.

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. Management is not currently aware of any matters that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company. However, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. There is no material pending or threatened litigation against the Company that remains outstanding as of September 30, 2021.

Indemnification

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases and utilities infrastructure in the amount of $29.9 million

and $15.5 million as of September 30, 2021 and December 31, 2020, respectively, for which no liabilities are recorded on the condensed consolidated balance sheets.

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company's provision from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, and tax law developments. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% because the entity is in a year-to-date and forecasted loss position; therefore, any taxes reported are due to foreign income taxes and state minimum taxes. The Company recorded an income tax provision of $0.0 million for the three and nine months ended September 30, 2021, as compared to an income tax benefit of $0.1 million and $0.2 million for the same periods in the prior year. This resulted in an effective tax rate of 0.0% for the three and nine months ended September 30, 2021, and the same periods prior year. As of September 30, 2021, and December 31, 2020, the Company had unrecognized tax benefits of $65.6 million and $42.9 million, of which $2.6 million, if recognized for both periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a material change in its unrecognized tax benefits in the next 12 months. On June 29, 2020, the California governor signed into law the 2020 Budget Act, which temporarily suspends the utilization of net operating losses and limits the utilization of the research credit to $5.0 million annually for 2020, 2021 and 2022. The Company is continuing to assess the 2020 Budget Act, but currently does not expect any material impact to the condensed consolidated financial statements.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Basis of Presentation and Principles of Consolidation

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The weighted-average number of shares of common stock outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. Shares of common stock issued as a result of the conversion of Legacy Lucid convertible preferred stock in connection with the Closing have been included in the basic net loss per share calculation on a prospective basis.

Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net loss	$	(524,403)	$	(161,237)	$	(1,534,081)	$	(408,105)
Deemed dividend related to the issuance of Series E convertible preferred stock	—		—		(2,167,332)		—
Net loss attributable to common stockholders	$	(524,403)	$	(161,237)	$	(3,701,413)	$	(408,105)

Weighted-average shares outstanding—basic and diluted	1,217,032,285		24,279,817		432,654,607		20,889,062

Net loss per share:
Basic and diluted	$	(0.43)	$	(6.64)	$	(8.56)	$	(19.54)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


Excluded Securities	September 30, 2021	September 30, 2020
Convertible preferred stock (on an as-converted basis)	—	825,191,683
Convertible preferred stock warrants (on an as-converted basis)	—	1,546,799
Private warrants to purchase common stock	34,494,445	—
Public warrants to purchase common stock	9,317,468	—
Options outstanding to purchase common stock	67,013,622	65,641,710
RSUs outstanding	27,158,866	—
Total	137,984,401	892,380,192

The 11,500,000 shares and 9,855,555 shares of common stock equivalents subject to the remaining Sponsor Earnback Shares and Sponsor Earnback Warrants, respectively, are excluded from the anti-dilutive table above as of September 30, 2021 as the underlying shares remain contingently issuable as the earnback triggering events have not been satisfied. The 16,024,411 shares of common stock equivalents subject to RSUs are also excluded from the anti-dilutive table above as of September 30, 2021 as the underlying shares also remain contingently issuable since the market conditions have not been satisfied.

EMPLOYEE BENEFIT PLAN	9 Months Ended
EMPLOYEE BENEFIT PLAN	Sep. 30, 2021
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLANThe Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made no matching contribution to the 401(k) Plan for the nine months ended September 30, 2021 and 2020.

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Public Investment Fund Internship Agreement In July 2021, we entered into an agreement with PIF, the parent entity of Ayar, our majority stockholder, to implement a recruitment and talent development program pursuant to which we agreed to evaluate, employ and train participants nominated by PIF during six-month internships, and PIF agreed to reimburse us for expenses related to participant wages, visa fees, medical insurance, airfare and housing incurred by us. We expect to be reimbursed by PIF in an aggregate of $1 million in 2022 for such expenses. No reimbursement was received through September 30, 2021.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2021, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the condensed consolidated financial statements. On September 8, 2021, the Company announced that it would redeem (the “Redemption”) all of its public warrants that remained outstanding on October 8, 2021 (the “Initial Redemption Date”), for a redemption price of $0.01 per public warrant (the “Redemption Price”). In connection with the Redemption, the Company elected to require that any exercises of public warrants be made on a “cashless” basis, entitling each warrant holder to receive 0.4458 of a share of the Company’s common stock for each public warrant surrendered for exercise. Pursuant to the terms of the public warrants, any public warrants that were not exercised prior to the Initial Redemption Date were reduced to the right to receive the Redemption Price. On October 13, 2021, the public warrants were delisted from The Nasdaq Stock Market (“Nasdaq”). On October 14, 2021, the Company extended the redemption date of its public warrants to October 29, 2021. Subsequent to September 30, 2021 and prior to the conclusion of the redemption notice period on October 29, 2021, an aggregate of 8,951,665 public warrants were exercised on a cashless basis. At the conclusion of the redemption notice period on October 29, 2021, the remaining 365,803 public warrants issued and outstanding were redeemed at price of $0.01 per warrant. In October 2021, the Company repurchased an aggregate of 857,825 shares of its common stock from certain individuals (the “Individual Sellers”) who were directors and employees of the Company’s predecessor, Atieva, Inc. (“Atieva”) (such transactions, the “Repurchases”). The repurchase price was $24.15 per share, which was equal to the average closing price of the Company’s common stock on the Nasdaq Global Select Market for the three trading day period ending on and including October 6, 2021, the second trading day prior to the date of the Repurchases. The Repurchases were effected solely to allow the Individual Sellers to satisfy certain tax obligations (including tax withholding obligations of the Company) incurred in connection with such Individual Sellers’ purchase of shares of Series E Preferred Stock from Atieva on April 2, 2021. The Company applied the proceeds received from the repurchases to the applicable U.S. tax authorities to satisfy tax obligations. The Company is accounting for the repurchased shares as treasury stock. The Individual Sellers include Peter Rawlinson, a director of the Company and the Company’s Chief Executive Officer and Chief Technology Officer, from whom the Company repurchased 178,796 shares; Eric Bach, the Company’s Senior Vice President, Product and Chief Engineer, from whom the Company repurchased 195,557 shares; Michael Bell, the Company’s Senior Vice President, Digital, from whom the Company repurchased 33,526 shares; and Tony Posawatz, a director of the Company, from whom the Company repurchased 14,511 shares. In October 2021, the Company entered into a purchase commitment with a vendor to purchase battery cells over the next 8 years pursuant to which the Company will need to make non-cancellable prepayments in five installments for a total aggregate amount of $148.0 million. In October 2021, the Company entered into new retail lease agreements for various locations. The leases commenced in October 2021 and will expire on or before May 2029. Under the lease agreements, the Company will pay base rent from $0.3 million to $0.6 million annually. In late October 2021, reservation holders of Lucid Air Dream Edition models began receiving their vehicles, with customer deliveries ramping up thereafter. In early November 2021, enrollment began in the Lucid Group, Inc. 2021 Employee Stock Purchase Plan. In November 2021, our compensation committee approved the payment of annual cash bonuses for 2021 to certain executive officers in view of the successful achievement of the start of production and start of customer deliveries of the Lucid Air, as well as their respective contributions to the Company’s overall success in 2021, as follows: Mr. Rawlinson will receive $400,000, Mr. Bach will receive $282,000, Ms. House will receive $166,000 Mr. Bell will receive $268,000, and Mr. Smuts will receive $81,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Use of Estimates

Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents.

Concentration of Credit Risk

Common Stock Warrants

Recently Adopted Accounting Pronouncements

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands):


	Balances at December 31, 2020		Adjustments from Adoption of New Lease Standard		Balances at January 1, 2021
Assets
Prepaid expenses	$	21,840	$	(180)	$	21,660
Property, plant and equipment, net	713,274		3,237		716,511
Operating lease right-of-use assets	—		90,932		90,932
Liabilities
Other current liabilities	151,753		8,030		159,783
Other long-term liabilities	39,139		86,152		125,291

Fair Value Measurement

•Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Cash

The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands):


	September 30, 2021		December 31, 2020		September 30, 2020		December 31, 2019
Cash	$	4,796,880	$	614,412	$	512,675	$	351,684
Restricted cash included in other current assets	10,970		11,278		16,998		19,767
Restricted cash included in other noncurrent assets	24,716		14,728		9,286		8,200
Total cash and restricted cash	$	4,832,566	$	640,418	$	538,959	$	379,651

Schedule of Restricted Cash

The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands):


	September 30, 2021		December 31, 2020		September 30, 2020		December 31, 2019
Cash	$	4,796,880	$	614,412	$	512,675	$	351,684
Restricted cash included in other current assets	10,970		11,278		16,998		19,767
Restricted cash included in other noncurrent assets	24,716		14,728		9,286		8,200
Total cash and restricted cash	$	4,832,566	$	640,418	$	538,959	$	379,651

Schedule of Cumulative Effect of Adoption of Accounting Standards Update

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands):


	Balances at December 31, 2020		Adjustments from Adoption of New Lease Standard		Balances at January 1, 2021
Assets
Prepaid expenses	$	21,840	$	(180)	$	21,660
Property, plant and equipment, net	713,274		3,237		716,511
Operating lease right-of-use assets	—		90,932		90,932
Liabilities
Other current liabilities	151,753		8,030		159,783
Other long-term liabilities	39,139		86,152		125,291

REVERSE RECAPITALIZATION (Tables)

9 Months Ended

Sep. 30, 2021

Restructuring and Related Activities [Abstract]

Schedule of Reverse Recapitalization


			Shares
Churchill public shares, prior to redemptions			207,000,000
Less redemption of Churchill shares			(21,644)
Churchill public shares, net of redemptions			206,978,356
Churchill Sponsor shares(1)			51,750,000
PIPE shares(2)			166,666,667
Total shares of Churchill common stock outstanding immediately prior to the Merger			425,395,023
Legacy Lucid shares			1,193,226,511
Total shares of Lucid common stock outstanding immediately after the Merger(3)(4)			1,618,621,534

(1)The 51,750,000 shares beneficially owned by the Churchill Sponsor as of the Closing of the Merger includes the 17,250,000 Sponsor Earnback Shares.

(2)Reflects the sale and issuance of 166,666,667 shares of common stock to the PIPE Investors at $15.00 per share.

(3)Excludes 111,531,080 shares of common stock as of the Closing of the Merger to be reserved for potential future issuance upon the exercise of Lucid options or settlement of Lucid RSUs.

BALANCE SHEETS COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory

Inventory as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Raw materials	$	48,588	$	661
Work in progress	11,891		70
Finished goods	676		312
Total inventory	$	61,155	$	1,043

Schedule of Property, Plant and Equipment and Construction in Progress

Property, plant, and equipment as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Land and land improvements	$	1,050	$	1,050
Building and improvements	190,417		—
Machinery	480,259		28,830
Computer equipment and software	26,174		15,716
Leasehold improvements	89,106		47,187
Furniture and fixtures	10,442		4,503
Capital leases	—		3,908
Finance leases	9,857		—
Construction in progress	208,331		636,851
Total property, plant, and equipment	1,015,636		738,045
Less accumulated depreciation and amortization	(49,735)		(24,771)
Property, plant, and equipment — net	$	965,901	$	713,274

Construction in progress consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Tooling	$	106,402	$	203,241
Construction of Arizona plant	10,806		171,532
Leasehold improvements	67,965		50,790
Machinery and equipment	23,158		211,288
Total construction in progress	$	208,331	$	636,851

Schedule of Other Current Liabilities

Other current liabilities and long-term liabilities as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021		December 31, 2020
Engineering, design, and testing accrual	$	31,271	$	42,518
Construction in progress	21,638		43,115
Retail leasehold improvements accrual	15,203		6,114
Other professional services accrual	6,029		9,083
Tooling liability	12,338		15,243
Payroll tax liability	32,728		—
Series B convertible preferred stock repurchase liability	—		3,000
Short-term insurance financing note	24,674		980
Operating lease liabilities, current portion	14,611		—
Transaction cost liability	40,981		—
Other liabilities	28,804		31,700
Total other current liabilities	$	228,277	$	151,753

Schedule of Other Noncurrent Liabilities


	September 30, 2021		December 31, 2020
Deferred rent	$	—	$	28,881
Customer deposits	13,398		8,028
Capital lease liabilities	—		1,996
Operating leases liabilities, net of current portion	169,433		—
Income tax liabilities	265		234
Total other long-term liabilities	$	183,096	$	39,139

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Restricted cash	35,686		—		—		35,686
Total assets	$	35,686	$	505	$	—	$	36,191

Liabilities:
Common stock warrant liability	$	—	$	—	$	836,835	$	836,835
Total liabilities	$	—	$	—	$	836,835	$	836,835


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Restricted cash	26,006		—		—		26,006
Total assets	$	26,006	$	505	$	—	$	26,511

Liabilities:
Convertible preferred stock warrant liability	$	—	$	—	$	2,960	$	2,960
Total liabilities	$	—	$	—	$	2,960	$	2,960

Schedule of Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability		Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability
Fair value-beginning of period	$	—	$	2,960	$	—	$	30,844	$	1,755
Issuance	2,167,332		—		812,048		793		—
Change in fair value	454,546		6,976		24,787		8,719		171
Settlement	(2,621,878)		(9,936)		—		(39,563)		—
Fair value-end of period	$	—	$	—	836,835		$	793	$	1,926

CONTINGENT FORWARD CONTRACTS (Tables)

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Valuation Assumptions


Stock Price	$	13.79
Volatility	100.00		%
Expected term (in years)	0.01
Risk-free rate	0.03		%


Fair value of Series E convertible preferred share	$	13.79
Volatility	100.00		%
Expected term (in years)	0.11
Risk-free rate	0.03		%

The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows:


	December 31, 2020
Volatility	50.00	%
Expected term (in years)	0.5 - 1.5
Risk-free rate	0.09 – 0.12%
Expected dividend rate	0.00	%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of private warrants per share	$	18.92		$	18.44
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of Tranche 1 with $20.00 VWAP threshold per share	$	—		$	18.16
Fair value of Tranche 2 with $25.00 VWAP threshold per share	$	18.78		$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	18.60		$	17.92
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY (Tables)

9 Months Ended

Sep. 30, 2021

Warrants and Rights Note Disclosure [Abstract]

Schedule of Valuation Assumptions


Stock Price	$	13.79
Volatility	100.00		%
Expected term (in years)	0.01
Risk-free rate	0.03		%


Fair value of Series E convertible preferred share	$	13.79
Volatility	100.00		%
Expected term (in years)	0.11
Risk-free rate	0.03		%

The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows:


	December 31, 2020
Volatility	50.00	%
Expected term (in years)	0.5 - 1.5
Risk-free rate	0.09 – 0.12%
Expected dividend rate	0.00	%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of private warrants per share	$	18.92		$	18.44
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of Tranche 1 with $20.00 VWAP threshold per share	$	—		$	18.16
Fair value of Tranche 2 with $25.00 VWAP threshold per share	$	18.78		$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	18.60		$	17.92
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

COMMON STOCK WARRANT LIABILITY (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Valuation Assumptions


Stock Price	$	13.79
Volatility	100.00		%
Expected term (in years)	0.01
Risk-free rate	0.03		%


Fair value of Series E convertible preferred share	$	13.79
Volatility	100.00		%
Expected term (in years)	0.11
Risk-free rate	0.03		%

The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows:


	December 31, 2020
Volatility	50.00	%
Expected term (in years)	0.5 - 1.5
Risk-free rate	0.09 – 0.12%
Expected dividend rate	0.00	%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of private warrants per share	$	18.92		$	18.44
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

The level 3 fair value inputs used in the valuation were as follows:


	September 30, 2021			July 23, 2021
Fair value of Tranche 1 with $20.00 VWAP threshold per share	$	—		$	18.16
Fair value of Tranche 2 with $25.00 VWAP threshold per share	$	18.78		$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	18.60		$	17.92
Volatility	75.00		%	80.00		%
Expected term (in years)	4.8			5.0
Risk-free rate	0.94		%	0.72		%
Dividend yield	—		%	—		%

CONVERTIBLE PREFERRED STOCK (Tables)

9 Months Ended

Sep. 30, 2021

Features of Convertible Preferred Stock [Abstract]

Schedule of Convertible Preferred Stock

See activities related to the PIF Convertible Notes and Series D convertible preferred stock funding as below (in thousands):


Conversion of Convertible Notes	$	271,985
Series D received in April 2019	200,000
Series D received in October 2019	400,000
Series D received in March 2020	200,000
Series D received in June 2020	200,000
Contingent forward contract liability reclassified to Series D	39,564
Conversion of preferred stock warrant to Series D in February 2021	3,000
Reclassification of preferred stock warrant liability to Series D in February 2021	9,936
Total proceeds of Series D	$	1,324,485

As of December 31, 2020, the Company had the following convertible preferred stock, par value of $0.0001 per share, authorized, and outstanding (in thousands, except share and per share amounts):


As of December 31, 2020
Convertible Preferred Stock	Shares Authorized	Shares Outstanding	Net Carrying Value		Conversion Per Share to Common Stock		Liquidation Per Share Amount		Liquidation Amount
Series A	32,045,280	32,045,280	$	11,925	$	0.38	$	0.38	$	12,120
Series B*	24,677,332	24,677,332	23,740		1.13		1.13		28,000
Series C	82,414,075	59,575,253	137,475		2.42		2.42		144,432
Series D	618,720,748	539,769,493	1,311,548		2.33		3.64		1,963,912
Series E	301,092,345	301,092,346	1,009,388		2.99		4.48		1,349,449
Total	1,058,949,780	957,159,704	$	2,494,076					$	3,497,913

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

9 Months Ended

Sep. 30, 2021

Schedule Of Public Common Stock Warrants

A summary of activity of the Company’s issued and outstanding public warrants is as follows:


			September 30, 2021
Public warrants issued in connection with Merger on July 23, 2021			41,400,000
Number of public warrants exercised			(32,082,532)
Issued and outstanding public warrants as of September 30, 2021			9,317,468

Schedule of Common Stock Reserved for Future Issuance

The Company’s common stock reserved for future issuances as of September 30, 2021 and December 31, 2020, are as follows:


	September 30, 2021	December 31, 2020
Convertible preferred stock (on an as-converted basis)	—	957,159,704
Convertible preferred stock warrant (on an as-converted basis)	—	1,546,799
Private warrants to purchase common stock	44,350,000	—
Public warrants to purchase common stock	9,317,468	—
Stock options outstanding	67,013,622	70,675,318
Restricted stock units outstanding	43,183,277	—
Shares available for future grants under equity plans	12,894,374	10,526,235
Total shares of common stock reserved	176,758,741	1,039,908,056

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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Share-based Payment Arrangement [Abstract]

STOCK-BASED AWARDS (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Share-based Payment Arrangement, Option, Activity

A summary of stock option activity is as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance—December 31, 2020	70,675,318	$	0.84	7.8	$	647,218
Options granted	8,402,925	2.85
Options exercised	(8,966,272)	0.69
Options canceled	(3,098,349)	1.68
Balance—September 30, 2021	67,013,622	$	1.07	6.8	$	1,628,923
Options vested and exercisable September 30, 2021	41,932,824	$	0.75	5.7	$	1,032,660

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the three and nine months ended September 30, 2021 and 2020, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Weighted average volatility	—%		50.4%		41.9%		65.2%
Expected term (in years)	0.0		5.8		5.9		5.9
Risk-free interest rate	—%		1.6%		0.6%		0.9%
Expected dividends	$	—	$	—	$	—	$	—

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSU award activity is as follows:


	Restricted Stock Units
	Time-Based Shares	Performance-Based Shares	Total Shares	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2020	—	—	—	$	—
Granted	27,500,001	16,024,411	43,524,412	19.41
Cancelled/Forfeited	(341,135)	—	(341,135)	22.79
Nonvested balance as of September 30, 2021	27,158,866	16,024,411	43,183,277	$	19.38

Schedule of Share-based Compensation Arrangements by Share-based Payment Award

The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions:


Weighted average volatility			60.0%
Expected term (in years)			5.0
Risk-free interest rate			0.9%
Expected dividends			—

Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Research and development	$	59,196	$	679	$	85,899	$	2,072
Selling, general and administrative	177,760		597		280,301		1,185
Total	$	236,956	$	1,276	$	366,200	$	3,257

LEASES (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Supplemental Balance Sheet Information

The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands):


	As of September 30, 2021
Operating leases:
Operating lease right-of-use assets	$	143,782

Other current liabilities	$	14,611
Other long-term liabilities	169,433
Total operating lease liabilities	$	184,044

Finance leases:
Property, plant and equipment, net	7,825
Total finance lease assets	$	7,825

Finance lease liabilities, current portion	$	3,268
Finance lease liabilities, net of current portion	4,687
Total finance lease liabilities	$	7,955

Schedule of Lease, Cost

The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Operating lease expense:
Operating lease expense(1)	$	8,261	$	21,811
Variable lease expense	595		1,754

Finance lease expense:
Amortization of leased assets	$	800	$	2,032
Interest on lease liabilities	115		328
Total finance lease expense	$	915	$	2,360
Total lease expense	$	9,771	$	25,925

(1)Includes short-term leases, which are immaterial.

Other information related to leases where the Company is the lessee is as follows:


	As of September 30, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.9
Finance leases	2.4

Weighted-average discount rate:
Operating leases	11.20	%
Finance leases	6.10	%

Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands):


	Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,516
Operating cash flows from finance leases (interest payments)	328
Financing cash flows from finance leases	1,915
Leased assets obtained in exchange for new operating lease liabilities	61,497
Leased assets obtained in exchange for new finance lease liabilities	70,756

Schedule of Lessee, Operating Lease, Liability, Maturity

As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands):


	Operating Leases		Finance Leases
Three months ending September 30, 2021	$	8,969	$	939
2022	35,539		3,586
2023	35,043		3,234
2024	35,400		769
2025	34,484		—
Thereafter	132,938		—
Total minimum lease payments	282,373		8,528
Less: Interest	(98,329)		(573)
Present value of lease obligations	184,044		7,955
Less: Current portion	14,611		3,268
Long-term portion of lease obligations	$	169,433	$	4,687

Schedule of Finance Lease, Liability, Fiscal Year Maturity

As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands):


	Operating Leases		Finance Leases
Three months ending September 30, 2021	$	8,969	$	939
2022	35,539		3,586
2023	35,043		3,234
2024	35,400		769
2025	34,484		—
Thereafter	132,938		—
Total minimum lease payments	282,373		8,528
Less: Interest	(98,329)		(573)
Present value of lease obligations	184,044		7,955
Less: Current portion	14,611		3,268
Long-term portion of lease obligations	$	169,433	$	4,687

Schedule of Future Minimum Lease Payments for Capital Leases


	Operating Leases		Finance Leases
2021	$	25,490	$	1,729
2022	28,837		1,547
2023	27,633		1,174
2024	28,207		9
2025	27,474		—
Thereafter	116,155		—
Total minimum lease payments	$	253,796	4,459
Less: Interest			(1,202)
Present value of lease obligations			3,257
Less: Current portion			(1,261)
Long-term portion of lease obligations			1,996

Schedule of Future Minimum Rental Payments for Operating Leases


	Operating Leases		Finance Leases
2021	$	25,490	$	1,729
2022	28,837		1,547
2023	27,633		1,174
2024	28,207		9
2025	27,474		—
Thereafter	116,155		—
Total minimum lease payments	$	253,796	4,459
Less: Interest			(1,202)
Present value of lease obligations			3,257
Less: Current portion			(1,261)
Long-term portion of lease obligations			1,996

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation, Fiscal Year Maturity

The estimated purchase commitment as of September 30, 2021 is as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2021 (remainder of the year)	$	104,370
2022	202,400
2023	202,400
Total	$	509,170

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net loss	$	(524,403)	$	(161,237)	$	(1,534,081)	$	(408,105)
Deemed dividend related to the issuance of Series E convertible preferred stock	—		—		(2,167,332)		—
Net loss attributable to common stockholders	$	(524,403)	$	(161,237)	$	(3,701,413)	$	(408,105)

Weighted-average shares outstanding—basic and diluted	1,217,032,285		24,279,817		432,654,607		20,889,062

Net loss per share:
Basic and diluted	$	(0.43)	$	(6.64)	$	(8.56)	$	(19.54)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


Excluded Securities	September 30, 2021	September 30, 2020
Convertible preferred stock (on an as-converted basis)	—	825,191,683
Convertible preferred stock warrants (on an as-converted basis)	—	1,546,799
Private warrants to purchase common stock	34,494,445	—
Public warrants to purchase common stock	9,317,468	—
Options outstanding to purchase common stock	67,013,622	65,641,710
RSUs outstanding	27,158,866	—
Total	137,984,401	892,380,192

DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands	Jul. 23, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss		$ 524,403	$ 161,237	$ 1,534,081	$ 408,105
Accumulated deficit		$ 5,020,192		$ 5,020,192		$ 1,356,893
Proceeds from reverse recapitalization, net of transaction costs	$ 4,400,300

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

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The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jul. 22, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash	$ 4,796,880	$ 400	$ 614,412	$ 512,675	$ 351,684
Restricted cash included in other current assets	10,970		11,278	16,998	19,767
Restricted cash included in other noncurrent assets	24,716		14,728	9,286	8,200
Total cash and restricted cash	$ 4,832,566		$ 640,418	$ 538,959	$ 379,651

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounting standards update [Extensible Enumeration]	us-gaap:AccountingStandardsUpdate201602Member
Prepaid expenses	$ (21,840)	$ (80,353)
Liabilities	(227,382)	$ (1,294,026)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets	94,200
Lease, liability	126,000
Prepaid expenses	180
Liabilities	$ 31,800

Indicates amendment to accounting standards.

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Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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Schedule Of Reverse Recapitalization [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Accounting Standards Update (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Prepaid expenses	$ 80,353	$ 21,840
Property, plant and equipment, net	965,901	713,274
Operating lease right-of-use assets	143,782	0
Liabilities
Other current liabilities	228,277	151,753
Other long-term liabilities	$ 183,096	39,139
Cumulative Effect, Period of Adoption, Adjustment
ASSETS
Prepaid expenses		(180)
Property, plant and equipment, net		3,237
Operating lease right-of-use assets		90,932
Liabilities
Other current liabilities		8,030
Other long-term liabilities		86,152
Cumulative Effect, Period of Adoption, Adjusted Balance
ASSETS
Prepaid expenses		21,660
Property, plant and equipment, net		716,511
Operating lease right-of-use assets		90,932
Liabilities
Other current liabilities		159,783
Other long-term liabilities		$ 125,291

REVERSE RECAPITALIZATION- Narrative (Details)
$ / shares in Units, $ in Thousands

9 Months Ended

Jul. 23, 2021

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

Sep. 30, 2020

USD ($)

Jul. 22, 2021

USD ($)

Jun. 30, 2021

^[1]

Dec. 31, 2020

USD ($)

Jun. 30, 2020

^[1]

Dec. 31, 2019

USD ($)

Common stock, shares outstanding (in shares)

1,618,621,534

1,641,642,816

451,295,965

28,791,702

Share conversion deemed value (in dollars per share) | $ / shares

$ 10.00

Recapitalization exchange ratio

2.644

Stock converted, reverse recapitalization (in shares)

1,193,226,511

Equity awards outstanding (in shares)

42,182,931

Equity awards converted (in shares)

111,531,080

Convertible preferred stock, shares outstanding (in shares)

^[1]

825,191,683

^[1]

437,182,072

1,155,909,367

957,159,704

^[1]

667,574,747

502,582,534

^[1]

Options outstanding (in shares)

67,013,622

25,764,610

70,675,318

Options converted (in shares)

68,121,210

Non-option equity awards outstanding (in shares)

16,418,321

Non-option equity awards converted (in shares)

43,409,870

Proceeds from PIPE investment | $

$ 2,500,000

Working capital loan converted, amount | $

$ 1,500

Warrants issued for conversion of debt (in shares)

1,500,000

Price per warrant for warrants issued for conversion of debt (in dollars per share) | $ / shares

$ 1.00

Sponsor earnback shares (in shares)

17,250,000

Sponsor earnback warrants (in shares)

14,783,333

Proceeds from the reverse recapitalization | $

$ 4,439,200

$ 4,439,153

$ 0

Cash received upon completion of merger | $

2,070,100

Cash | $

$ 4,796,880

$ 512,675

$ 400

$ 614,412

$ 351,684

Payments for repurchase of common stock | $

$ 200

Shares repurchased (in shares)

21,644

Reverse recapitalization, transaction costs incurred | $

$ 38,900

Reverse recapitalizations, reduction to additional paid-in capital | $

36,200

Transaction costs expensed | $

2,700

Proceeds from reverse recapitalization, net of transaction costs | $

$ 4,400,300

Churchill

Schedule Of Reverse Recapitalization [Line Items]

Common stock, shares outstanding (in shares)

207,000,000

Stock repurchased during period, shares (in shares)

21,644

Stock repurchased during period, value | $

$ 200

Reverse recapitalization transaction costs paid to date | $

$ 131,400

Legacy Common Shareholders

Schedule Of Reverse Recapitalization [Line Items]

Stock converted, reverse recapitalization (in shares)

1,193,226,511

Legacy Preferred Shareholders

Schedule Of Reverse Recapitalization [Line Items]

Stock converted, reverse recapitalization (in shares)

437,182,072

PIPE Investors

Schedule Of Reverse Recapitalization [Line Items]

Shares outstanding prior to merger (in shares)

166,666,667

Preferred stock, price (in dollars per share) | $ / shares

$ 15.00

[1]

REVERSE RECAPITALIZATION - Shares of Common Stock Issued - (Details) - $ / shares	Jul. 23, 2021	Sep. 30, 2021	Jul. 22, 2021	Dec. 31, 2020	Sep. 30, 2017
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	1,618,621,534	1,641,642,816	451,295,965	28,791,702
Total shares of common stock outstanding immediately prior to the merger (in shares)	425,395,023
Stock converted, reverse recapitalization (in shares)	1,193,226,511
Stock issued during period, shares, restricted stock award, net of forfeitures (in shares)	17,250,000
Equity awards converted (in shares)	111,531,080
Number of warrants (in shares)	85,750,000				2
Sponsor earnback warrants (in shares)	14,783,333
Public warrants to purchase common stock
Schedule Of Reverse Recapitalization [Line Items]
Number of warrants (in shares)	41,400,000	9,317,468
Private Warrants
Schedule Of Reverse Recapitalization [Line Items]
Number of warrants (in shares)	44,350,000
Common Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	206,978,356
Sponsor Members
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	51,750,000
PIPE Investors
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	166,666,667
Shares issued, price per share (in dollars per share)	$ 15.00
Churchill
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			207,000,000
Less redemption of Churchill shares (in shares)	21,644

BALANCE SHEETS COMPONENTS - Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 48,588	$ 661
Work in progress	11,891	70
Finished goods	676	312
Inventory	$ 61,155	$ 1,043

BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Machinery and equipment
Property, plant and equipment, gross	$ 1,015,636	$ 738,045
Less accumulated depreciation and amortization	(49,735)	(24,771)
Property, plant and equipment, net	965,901	713,274
Land and land improvements
Machinery and equipment
Property, plant and equipment, gross	1,050	1,050
Building and improvements
Machinery and equipment
Property, plant and equipment, gross	190,417	0
Machinery
Machinery and equipment
Property, plant and equipment, gross	480,259	28,830
Computer equipment and software
Machinery and equipment
Property, plant and equipment, gross	26,174	15,716
Leasehold improvements
Machinery and equipment
Property, plant and equipment, gross	89,106	47,187
Furniture and fixtures
Machinery and equipment
Property, plant and equipment, gross	10,442	4,503
Capital leases
Machinery and equipment
Property, plant and equipment, gross	0	3,908
Finance leases
Machinery and equipment
Property, plant and equipment, gross	9,857	0
Construction in progress
Machinery and equipment
Property, plant and equipment, gross	$ 208,331	$ 636,851

BALANCE SHEETS COMPONENTS - Construction in Progress (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Machinery and equipment
Property, plant and equipment, gross	$ 1,015,636	$ 738,045
Construction in progress
Machinery and equipment
Property, plant and equipment, gross	208,331	636,851
Tooling
Machinery and equipment
Property, plant and equipment, gross	106,402	203,241
Construction of Arizona plant
Machinery and equipment
Property, plant and equipment, gross	10,806	171,532
Leasehold improvements
Machinery and equipment
Property, plant and equipment, gross	67,965	50,790
Machinery and equipment
Machinery and equipment
Property, plant and equipment, gross	$ 23,158	$ 211,288

BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Machinery and equipment
Depreciation	$ 14,900,000	$ 2,100,000	$ 26,600,000	$ 5,400,000
Payroll tax liability	32,728,000		32,728,000		$ 0
Receivable from employees for non-income tax liability	27,400,000		27,400,000
Prepaid insurance	41,900,000		$ 41,900,000
Prepaid insurance, policy term (less than)			2 years
Payments for short-term insurance financing note			$ 16,819,000	0
Cash paid for interest			324,000	$ 21,000
Short-term insurance financing note	24,674,000		24,674,000		$ 980,000
Insurance Premiums Financed
Machinery and equipment
Prepaid insurance, down payment			9,400,000
Interest expense			400,000
Periodic payment amount			3,500,000
Payments for short-term insurance financing note	5,300,000		7,200,000
Cash paid for interest	100,000		100,000
Short-term insurance financing note	$ 24,700,000		$ 24,700,000
Insurance Premiums Financed \| Minimum
Machinery and equipment
Interest rate	2.65%		2.65%
Insurance Premiums Financed \| Maximum
Machinery and equipment
Interest rate	2.86%		2.86%

BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Engineering, design, and testing accrual	$ 31,271	$ 42,518
Construction in progress	21,638	43,115
Retail leasehold improvements accrual	15,203	6,114
Other professional services accrual	6,029	9,083
Tooling liability	12,338	15,243
Payroll tax liability	32,728	0
Series B convertible preferred stock repurchase liability	0	3,000
Short-term insurance financing note	24,674	980
Operating lease liabilities, current portion	14,611	0
Transaction cost liability	40,981	0
Other liabilities	28,804	31,700
Other current liabilities	$ 228,277	$ 151,753

BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred rent	$ 0	$ 28,881
Customer deposits	13,398	8,028
Capital lease liabilities	0	1,996
Operating leases liabilities, net of current portion	169,433	0
Income tax liabilities	265	234
Other long-term liabilities	$ 183,096	$ 39,139

FAIR VALUE MEASUREMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Liabilities:
Convertible preferred stock warrant liability	$ 0	$ 2,960
Fair Value, Recurring
Assets:
Restricted cash	35,686	26,006
Total assets	36,191	26,511
Liabilities:
Convertible preferred stock warrant liability	836,835	2,960
Total liabilities	836,835	2,960
Fair Value, Recurring \| Certificates of deposit
Assets:
Certificates of deposit	505	505
Level 1 \| Fair Value, Recurring
Assets:
Restricted cash	35,686	26,006
Total assets	35,686	26,006
Liabilities:
Convertible preferred stock warrant liability	0	0
Total liabilities	0	0
Level 1 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Certificates of deposit	0	0
Level 2 \| Fair Value, Recurring
Assets:
Restricted cash	0	0
Total assets	505	505
Liabilities:
Convertible preferred stock warrant liability	0	0
Total liabilities	0	0
Level 2 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Certificates of deposit	505	505
Level 3 \| Fair Value, Recurring
Assets:
Restricted cash	0	0
Total assets	0	0
Liabilities:
Convertible preferred stock warrant liability	836,835	2,960
Total liabilities	836,835	2,960
Level 3 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Certificates of deposit	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Contingent Forward Contract Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	$ 0	$ 30,844
Issuance	2,167,332	793
Change in fair value	454,546	8,719
Settlement	(2,621,878)	(39,563)
Fair value-end of period	0	793
Convertible Preferred Stock Warrant Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	2,960	1,755
Issuance	0	0
Change in fair value	6,976	171
Settlement	(9,936)	0
Fair value-end of period	0	$ 1,926
Common Stock Warrant Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	0
Issuance	812,048
Change in fair value	24,787
Settlement	0
Fair value-end of period	$ 836,835

CONTINGENT FORWARD CONTRACTS - Narrative (Details) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

45 Months Ended

Dec. 24, 2020

Apr. 30, 2021

Mar. 31, 2021

Feb. 28, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Oct. 31, 2019

Apr. 30, 2019

Apr. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2019

Sep. 30, 2021

Apr. 01, 2021

Sep. 30, 2018

Forward Contract Indexed to Issuer's Equity [Line Items]

Contingent forward contract liability, fair value loss

$ 454,546,000

$ 8,719,000

Stock price (in dollars per share)

$ 23.78

Eligible Holders

Forward Contract Indexed to Issuer's Equity [Line Items]

Aggregate value of convertible preferred shares approved for issuance

$ 71,000,000

Series D

Forward Contract Indexed to Issuer's Equity [Line Items]

Proceeds from issuance of convertible preferred shares

$ 200,000,000

$ 400,000,000

$ 200,000,000

3,000,000

$ 400,000,000

$ 872,000,000

Issuance of convertible preferred shares (in shares)

82,496,121

82,496,092

164,992,213

^[1]

374,777,281

Settlement of Series D contingent forward contract liability

$ 39,563,000

$ 39,564,000

Forward Contract Indexed to Issuer's Equity [Line Items]

$ 2.33

Series E

Proceeds from issuance of convertible preferred shares

$ 400,000,000

$ 92,900,000

$ 107,100,000

$ 400,000,000

$ 500,000,000

$ 200,000,000

$ 600,000,000

$ 499,724,000

Issuance of convertible preferred shares (in shares)

133,818,821

66,909,408

133,818,821

167,273,525

^[1]

200,728,229

^[1]

167,273,525

^[1]

Series E | Eligible Holders

$ 2.99

Forward Contract Indexed to Issuer's Equity [Line Items]

Convertible preferred shares approved for issuance (in shares)

$ 2.99

23,737,221

Series E | Additional Purchasers

Forward Contract Indexed to Issuer's Equity [Line Items]

Forward Contract Indexed to Issuer's Equity [Line Items]

$ 2.99

Series E | Management

Issuance of convertible preferred shares (in shares)

3,034,194

Series E | Director

Forward Contract Indexed to Issuer's Equity [Line Items]

Issuance of convertible preferred shares (in shares)

1,658,705

Series E | Chief Executive Officer

Forward Contract Indexed to Issuer's Equity [Line Items]

Issuance of convertible preferred shares (in shares)

535,275

Series D Contingent Forward Contract Liability

Forward Contract Indexed to Issuer's Equity [Line Items]

Debt instrument, unamortized discount

$ 18,600,000

Contingent forward contract, fair value

$ 0

$ 36,400,000

$ 0

Contingent forward contract reclassified to preferred shares

$ 18,200,000

Settlement of Series D contingent forward contract liability

$ 39,600,000

Contingent forward contract liability, fair value loss

8,700,000

Series E Contingent Forward Contract Liability

Forward Contract Indexed to Issuer's Equity [Line Items]

Contingent forward contract, fair value

$ 110,500,000

$ 722,400,000

$ 1,400,000,000

110,500,000

$ 800,000

$ 722,400,000

$ 800,000

$ 0

$ 800,000

$ 0

Contingent forward contract reclassified to preferred shares

$ 1,200,000,000

Contingent forward contract liability, fair value loss

$ 109,700,000

$ 454,500,000

[1]

CONTINGENT FORWARD CONTRACTS - Valuation Assumptions (Details) - year	Apr. 30, 2021	Feb. 28, 2021
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	13.79	13.79
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	1.0000	1.0000
Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	0.11	0.01
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	0.0003	0.0003

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2021 USD ($) scenario $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jul. 23, 2021 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2017 $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants (in shares) \| shares						85,750,000		2
Number of shares called by warrants (in shares) \| shares							1,546,799	1,546,799
Warrant exercise price (in dollars per share) \| $ / shares	$ 1.94					$ 11.50		$ 1.94
Convertible preferred stock warrant liability		$ 0		$ 0			$ 2,960
Warrant fair value per share (in dollars per share) \| $ / shares							$ 1.94
Proceeds from the exercise of public warrants	$ 3,000	173,300		173,273	$ 0
Issuance of Series D convertible preferred stock upon exercise of warrants	$ 12,900
Change in fair value of preferred stock warrant liability			$ 100		200
Probability-weighted expected return method, number of scenarios considered \| scenario	3
Probability-weighted expected return method, likelihood percentage of OPM scenario	20.00%
Probability-weighted expected return method, likelihood percentage of as-converted SPAC scenario	70.00%
Probability-weighted expected return method, likelihood percentage of as-converted IPO scenario	10.00%
Convertible Preferred Stock Warrant Liability
Class of Warrant or Right [Line Items]
Change in fair value of preferred stock warrant liability		$ 0	$ 57	$ 6,976	$ 171

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Fair Value Assumptions (Details)	Dec. 31, 2020 year rate
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input	0.5000
Expected dividend rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0000
Minimum \| Expected term (in years)
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0.5
Minimum \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0009
Maximum \| Expected term (in years)
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	1.5
Maximum \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0012

COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 29, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 23, 2021	Dec. 31, 2020	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Number of warrants (in shares)						85,750,000		2
Convertible preferred stock warrant liability		$ 0		$ 0			$ 2,960
Change in fair value of convertible preferred stock warrant liability			$ 100		$ 200
Sponsor earnback warrants vested (in shares)	4,927,778
Private Warrants
Class of Warrant or Right [Line Items]
Number of warrants (in shares)						44,350,000
Convertible preferred stock warrant liability						$ 812,000
Change in fair value of convertible preferred stock warrant liability		$ 24,800		$ 24,800

COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details)	Sep. 30, 2021 year $ / shares	Jul. 23, 2021 year $ / shares	Feb. 28, 2021 $ / shares	Dec. 31, 2020 rate	Sep. 30, 2017 $ / shares
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share) \| $ / shares		$ 11.50	$ 1.94		$ 1.94
Level 3 \| Private Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share) \| $ / shares	$ 18.92	18.44
Level 3 \| Vesting Tranche One \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share) \| $ / shares	20.00
Warrant exercise price (in dollars per share) \| $ / shares	0	18.16
Level 3 \| Vesting Tranche Two \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share) \| $ / shares	25.00
Warrant exercise price (in dollars per share) \| $ / shares	18.78	18.07
Level 3 \| Vesting Tranche Three \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share) \| $ / shares	30.00
Warrant exercise price (in dollars per share) \| $ / shares	$ 18.60	$ 17.92
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input				0.5000
Volatility \| Level 3 \| Private Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0.7500	0.8000
Volatility \| Level 3 \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0.7500	0.8000
Expected term (in years) \| Level 3 \| Private Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	4.8	5.0
Expected term (in years) \| Level 3 \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	4.8	5.0
Risk-free rate \| Level 3 \| Private Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0.0094	0.0072
Risk-free rate \| Level 3 \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0.0094	0.0072
Expected dividend rate
Class of Warrant or Right [Line Items]
Warrant measurement input \| rate				0.0000
Expected dividend rate \| Level 3 \| Private Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0	0
Expected dividend rate \| Level 3 \| Private Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant measurement input \| year	0	0

CONVERTIBLE PREFERRED STOCK - Narrative (Details)

1 Months Ended

2 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

16 Months Ended

45 Months Ended

Jul. 23, 2021

Dec. 31, 2020

USD ($)

$ / shares

Dec. 24, 2020

USD ($)

Dec. 22, 2020

USD ($)

Apr. 30, 2021

USD ($)

$ / shares

Mar. 31, 2021

USD ($)

Feb. 28, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

condition

$ / shares

Aug. 31, 2020

USD ($)

$ / shares

Jun. 30, 2020

USD ($)

Mar. 31, 2020

USD ($)

Oct. 31, 2019

USD ($)

Apr. 30, 2019

USD ($)

Apr. 30, 2021

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

condition

$ / shares

Sep. 30, 2021

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

condition

$ / shares

Dec. 31, 2019

USD ($)

$ / shares

Dec. 31, 2019

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

$ / shares

Jul. 22, 2021

Jun. 30, 2021

USD ($)

Dec. 31, 2018

USD ($)

Convertible preferred stock, shares outstanding (in shares) | shares

957,159,704

^[1]

957,159,704

^[1]

825,191,683

^[1]

667,574,747

^[1]

825,191,683

^[1]

825,191,683

^[1]

502,582,534

^[1]

502,582,534

^[1]

437,182,072

1,155,909,367

^[1]

Stock converted, reverse recapitalization (in shares) | shares

1,193,226,511

Temporary equity, carrying amount, attributable to parent

$ 2,494,076,000

$ 1,992,106,000

$ 1,513,573,000

$ 0

$ 1,992,106,000

$ 0

$ 1,992,106,000

$ 1,074,010,000

$ 0

$ 5,836,785,000

Number of milestone conditions required to receive funding | condition

Contingent forward contract liability, fair value loss

454,546,000

$ 8,719,000

Stock-based compensation expense

$ 236,956,000

$ 1,276,000

$ 366,200,000

3,257,000

Common stock, shares authorized (in shares) | shares

1,189,800,259

1,316,758,889

1,189,800,259

15,000,000,000

Convertible preferred stock, shares authorized (in shares) | shares

1,058,949,780

1,155,909,398

1,058,949,780

Convertible preferred stock, par value (in dollars per share) | $ / shares

$ 0.0001

Number of common shares issuable upon conversion of preferred shares (in shares) | shares

Convertible stock, percentage of holders required to trigger conversion

66.67%

Convertible stock. pre-offering market capitalization threshold to trigger conversion

$ 2,500,000,000

Convertible stock, IPO gross proceeds required to trigger conversion

200,000,000

Eligible Holders

Aggregate value of convertible preferred shares approved for issuance

$ 71,000,000

Series E Contingent Forward Contract Liability

Contingent forward contract, fair value

$ 110,500,000

$ 722,400,000

1,400,000,000

$ 110,500,000

$ 800,000

$ 722,400,000

$ 0

$ 800,000

800,000

Contingent forward contract liability, fair value loss

$ 109,700,000

$ 454,500,000

Series A

Convertible preferred stock, shares outstanding (in shares) | shares

32,045,280

Temporary equity, carrying amount, attributable to parent

$ 11,925,000

Convertible preferred stock, shares authorized (in shares) | shares

32,045,280

Convertible preferred stock, dividend rate (in dollars per share) | $ / shares

$ 0.03

Convertible preferred stock, liquidation preference, rate

Series B

Convertible preferred stock, shares outstanding (in shares) | shares

24,677,332

Repurchase of convertible preferred shares (in shares) | shares

^[1]

3,525,365

Payments for repurchase of convertible preferred stock

$ 3,000,000

$ 0

Temporary equity, carrying amount, attributable to parent

$ 23,740,000

Convertible preferred stock, shares authorized (in shares) | shares

24,677,332

Convertible preferred stock, dividend rate (in dollars per share) | $ / shares

$ 0.09

Convertible preferred stock, liquidation preference, rate

Series B | Fifth Company Repurchase

Number of shares authorized to be repurchased (in shares) | shares

3,525,332

Payments for repurchase of convertible preferred stock

$ 3,000,000

Temporary equity, carrying amount, attributable to parent

4,000,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 1,000,000

Convertible preferred shares subject to repurchase, mandatory redemption term

45 days

Series C

Convertible preferred stock, shares outstanding (in shares) | shares

59,575,253

Repurchase of convertible preferred shares (in shares) | shares

9,656,589

^[1]

9,656,589

^[1]

11,331,430

Repurchase of convertible preferred shares

$ 60,000,000.0

Price of stock repurchased (in dollars per share) | $ / shares

$ 5.30

Payments for repurchase of convertible preferred stock

$ 0

$ 9,861,000

Temporary equity, carrying amount, attributable to parent

$ 137,475,000

Convertible preferred stock, shares authorized (in shares) | shares

82,414,075

Convertible preferred stock, dividend rate (in dollars per share) | $ / shares

$ 0.19

Convertible preferred stock, liquidation preference, rate

Series C | Third Company Repurchase

Price of stock repurchased (in dollars per share) | $ / shares

$ 1.02

Number of shares authorized to be repurchased (in shares) | shares

9,656,589

Payments for repurchase of convertible preferred stock

$ 9,900,000

Temporary equity, carrying amount, attributable to parent

$ 20,400,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 10,500,000

Series C | Fourth Company Repurchase

Price of stock repurchased (in dollars per share) | $ / shares

$ 1.21

Number of shares authorized to be repurchased (in shares) | shares

1,850,800

Payments for repurchase of convertible preferred stock

$ 2,200,000

Temporary equity, carrying amount, attributable to parent

$ 4,500,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 2,200,000

Convertible preferred stock, fair value (in dollars per share) | $ / shares

$ 2.42

Series D

Convertible preferred stock, shares outstanding (in shares) | shares

539,769,493

Temporary equity, carrying amount, attributable to parent

$ 1,311,548,000

Proceeds from issuance of convertible preferred shares

$ 400,000,000

$ 200,000,000

$ 400,000,000

$ 200,000,000

$ 3,000,000

$ 400,000,000

872,000,000

Conversion of Convertible Notes

$ 272,000,000

$ 271,985,000

Issuance of convertible preferred shares (in shares) | shares

82,496,121

82,496,092

164,992,213

^[1]

374,777,281

Preferred stock, price (in dollars per share) | $ / shares

$ 2.33

Convertible preferred stock, shares authorized (in shares) | shares

618,720,748

Convertible preferred stock, dividend rate, percentage

8.00%

Convertible preferred stock, liquidation preference, rate

1.5

Series D Preferred Stock, Tranche Three

Series D Preferred Stock, Tranche Two

$ 400,000,000

Series D Preferred Stock, Tranche One

400,000,000

$ 200,000,000

Series E

Convertible preferred stock, shares outstanding (in shares) | shares

301,092,346

Temporary equity, carrying amount, attributable to parent

$ 1,009,388,000

Proceeds from issuance of convertible preferred shares

$ 400,000,000

$ 92,900,000

$ 107,100,000

$ 400,000,000

$ 500,000,000

$ 200,000,000

$ 600,000,000

$ 499,724,000

Issuance of convertible preferred shares (in shares) | shares

133,818,821

66,909,408

133,818,821

167,273,525

^[1]

200,728,229

^[1]

167,273,525

^[1]

Preferred stock, price (in dollars per share) | $ / shares

$ 2.99

Convertible preferred stock, additional shares approved for issuance (in shares) | shares

200,700,000

Stock-based compensation expense

$ 123,600,000

Convertible preferred stock, shares authorized (in shares) | shares

301,092,345

Convertible preferred stock, dividend rate, percentage

8.00%

Convertible preferred stock, liquidation preference, rate

1.5

Convertible stock, percentage of holders required to trigger conversion

50.00%

Series E | Eligible Holders

Preferred stock, price (in dollars per share) | $ / shares

$ 2.99

Convertible preferred shares approved for issuance (in shares) | shares

23,737,221

Series E | Additional Purchasers

Preferred stock, price (in dollars per share) | $ / shares

$ 2.99

Series E | Management

Issuance of convertible preferred shares (in shares) | shares

3,034,194

Series E | Director

Issuance of convertible preferred shares (in shares) | shares

1,658,705

Series E | Chief Executive Officer

Issuance of convertible preferred shares (in shares) | shares

535,275

Legacy Preferred Shareholders

Stock converted, reverse recapitalization (in shares) | shares

437,182,072

[1]

CONVERTIBLE PREFERRED STOCK - Schedule of Proceeds from Series D Preferred Stock (Details) - USD ($) $ in Thousands	1 Months Ended					3 Months Ended	9 Months Ended		12 Months Ended	45 Months Ended
	Feb. 28, 2021	Jun. 30, 2020	Mar. 31, 2020	Oct. 31, 2019	Apr. 30, 2019	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2021
Class of Stock [Line Items]
Conversion of preferred stock warrant to Series D in February 2021	$ 3,000					$ 173,300	$ 173,273	$ 0
Series D
Class of Stock [Line Items]
Conversion of Convertible Notes									$ 272,000	$ 271,985
Proceeds from issuance of convertible preferred shares		$ 200,000	$ 200,000	$ 400,000	$ 200,000		$ 3,000	400,000	$ 872,000
Settlement of Series D contingent forward contract liability								$ 39,563		39,564
Conversion of preferred stock warrant to Series D in February 2021										3,000
Reclassification of preferred stock warrant liability to Series D in February 2021	$ 9,936
Total proceeds of Series D										$ 1,324,485

CONVERTIBLE PREFERRED STOCK - Schedule of Convertible Preferred Shares (Details)
$ / shares in Units, $ in Thousands

Sep. 30, 2021

USD ($)

Jul. 22, 2021

Jun. 30, 2021

USD ($)

Feb. 28, 2021

Dec. 31, 2020

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

Jun. 30, 2020

USD ($)

Dec. 31, 2019

USD ($)

Convertible preferred stock, shares authorized (in shares) | shares

1,155,909,398

1,058,949,780

Convertible preferred stock, shares outstanding (in shares) | shares

^[1]

437,182,072

1,155,909,367

^[1]

957,159,704

^[1]

825,191,683

^[1]

667,574,747

^[1]

502,582,534

^[1]

Temporary equity, carrying amount, attributable to parent | $

$ 0

$ 5,836,785

$ 2,494,076

$ 1,992,106

$ 1,513,573

$ 1,074,010

Convertible preferred stock, liquidation preference amount | $

$ 0

$ 3,497,913

Series A

Convertible preferred stock, shares authorized (in shares) | shares

32,045,280

Convertible preferred stock, shares outstanding (in shares) | shares

32,045,280

Temporary equity, carrying amount, attributable to parent | $

$ 11,925

Temporary equity, liquidation preference per share (in dollars per share) | $ / shares

0.38

$ 0.38

Convertible preferred stock, liquidation preference amount | $

$ 12,120

Series B

Convertible preferred stock, shares authorized (in shares) | shares

24,677,332

Convertible preferred stock, shares outstanding (in shares) | shares

24,677,332

Temporary equity, carrying amount, attributable to parent | $

$ 23,740

Temporary equity, liquidation preference per share (in dollars per share) | $ / shares

1.13

$ 1.13

Convertible preferred stock, liquidation preference amount | $

$ 28,000

Convertible preferred stock, shares cancelled (in shares) | shares

3,525,332

Convertible preferred stock, shares cancelled, fair value | $

$ 3,000

Series C

Convertible preferred stock, shares authorized (in shares) | shares

82,414,075

Convertible preferred stock, shares outstanding (in shares) | shares

59,575,253

Temporary equity, carrying amount, attributable to parent | $

$ 137,475

Temporary equity, liquidation preference per share (in dollars per share) | $ / shares

2.42

$ 2.42

Convertible preferred stock, liquidation preference amount | $

$ 144,432

Series D

Convertible preferred stock, shares authorized (in shares) | shares

618,720,748

Convertible preferred stock, shares outstanding (in shares) | shares

539,769,493

Temporary equity, carrying amount, attributable to parent | $

$ 1,311,548

Temporary equity, liquidation preference per share (in dollars per share) | $ / shares

2.33

$ 3.64

Convertible preferred stock, liquidation preference amount | $

$ 1,963,912

Series E

Convertible preferred stock, shares authorized (in shares) | shares

301,092,345

Convertible preferred stock, shares outstanding (in shares) | shares

301,092,346

Temporary equity, carrying amount, attributable to parent | $

$ 1,009,388

Temporary equity, liquidation preference per share (in dollars per share) | $ / shares

2.99

$ 4.48

Convertible preferred stock, liquidation preference amount | $

$ 1,349,449

[1]

STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended		2 Months Ended	3 Months Ended	9 Months Ended
	Oct. 29, 2021 $ / shares shares	Jul. 23, 2021 $ / shares shares	Oct. 29, 2021 $ / shares shares	Feb. 28, 2021 USD ($) $ / shares	Sep. 30, 2021 vote $ / shares shares	Sep. 30, 2021 USD ($) vote $ / shares shares	Sep. 30, 2021 USD ($) vote $ / shares shares	Sep. 30, 2020 USD ($)	Oct. 08, 2021 $ / shares	Sep. 08, 2021 $ / shares	Jul. 22, 2021 shares	Dec. 31, 2020 $ / shares shares	Sep. 30, 2017 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)					10,000,000	10,000,000	10,000,000					0
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001					$ 0.0001
Preferred stock, shares issued (in shares)					0	0	0					0
Preferred stock, shares outstanding (in shares)					0	0	0					0
Reverse recapitalization, shares issued (in shares)		425,395,023
Common stock, shares outstanding (in shares)		1,618,621,534			1,641,642,816	1,641,642,816	1,641,642,816				451,295,965	28,791,702
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001					$ 0.0001
Number of votes allowed per share \| vote					1	1	1
Number of warrants (in shares)		85,750,000											2
Warrant exercise price (in dollars per share) \| $ / shares		$ 11.50		$ 1.94									$ 1.94
Warrants exercised (in shares)						32,082,532	32,082,532
Warrants exercised, cashless (in shares)						17,015,311	17,015,311
Proceeds from the exercise of public warrants \| $				$ 3,000		$ 173,300	$ 173,273	$ 0
Warrant, redemption price (in dollars per share) \| $ / shares										$ 0.01
Public warrants to purchase common stock
Class of Stock [Line Items]
Number of warrants (in shares)		41,400,000			9,317,468	9,317,468	9,317,468
Warrants exercised (in shares)					32,082,532
Public warrants to purchase common stock \| Subsequent Event
Class of Stock [Line Items]
Warrants exercised (in shares)			8,951,665
Warrants exercised, cashless (in shares)	365,803
Warrant, redemption price (in dollars per share) \| $ / shares	$ 0.01		$ 0.01						$ 0.01
Legacy Preferred Shareholders
Class of Stock [Line Items]
Stock converted, after exchange ratio (in shares)		1,155,909,367

STOCKHOLDERS’ EQUITY (DEFICIT) - Public Common Stock Warrants (Details) - shares	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Jul. 23, 2021	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Number of warrants (in shares)				85,750,000	2
Warrants exercised (in shares)		(32,082,532)	(32,082,532)
Public warrants to purchase common stock
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	9,317,468	9,317,468	9,317,468	41,400,000
Warrants exercised (in shares)	(32,082,532)

STOCKHOLDERS’ EQUITY (DEFICIT) - Common Stock Reserved for Issuance (Details) - shares	Sep. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	176,758,741	1,039,908,056
Convertible preferred stock (on an as-converted basis)
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	0	957,159,704
Convertible preferred stock warrant (on an as-converted basis)
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	0	1,546,799
Private warrants to purchase common stock
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	44,350,000	0
Public warrants to purchase common stock
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	9,317,468	0
Stock options outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	67,013,622	70,675,318
RSUs
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	43,183,277	0
Shares available for future grants under equity plans
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	12,894,374	10,526,235

EARNBACK SHARES AND WARRANTS (Details)	Sep. 29, 2021 day $ / shares shares	Jul. 23, 2021 tranche day $ / shares shares
Class of Stock [Line Items]
Earnback period		5 years
Sponsor earnback shares (in shares)		17,250,000
Sponsor earnback warrants (in shares)		14,783,333
Sponsor earnback shares, number of tranches \| tranche		3
Sponsor earnback warrants, number of tranches \| tranche		3
Threshold trading days \| day	40	40
Threshold consecutive trading days \| day	60	60
Sponsor earnback shares vested (in shares)	5,750,000
Sponsor earnback warrants vested (in shares)	4,927,778
Vesting Tranche One
Class of Stock [Line Items]
Sponsor earnback shares (in shares)		5,750,000
Sponsor earnback warrants (in shares)		4,927,778
Sponsor earnback warrants, target stock price (in dollars per share) \| $ / shares	$ 20.00	$ 20.00
Vesting Tranche Two
Class of Stock [Line Items]
Sponsor earnback shares (in shares)		5,750,000
Sponsor earnback warrants (in shares)		4,927,778
Sponsor earnback warrants, target stock price (in dollars per share) \| $ / shares		$ 25.00
Vesting Tranche Three
Class of Stock [Line Items]
Sponsor earnback shares (in shares)		5,750,000
Sponsor earnback warrants (in shares)		4,927,777
Sponsor earnback warrants, target stock price (in dollars per share) \| $ / shares		$ 30.00

STOCK-BASED AWARDS - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
STOCK-BASED AWARDS - Narrative (Details) $ in Thousands	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) tranche installment shares	Sep. 30, 2020 USD ($)	Jan. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercised, aggregate intrinsic value			$ 152,800	$ 3,400
Fair value of options granted during the period			24,000	16,100
Fair value of options vested during the period			$ 4,700	3,100
Granted (in shares) \| shares			43,524,412
Stock-based compensation	$ 236,956	$ 1,276	$ 366,200	$ 3,257
Unamortized share-based compensation expense	732,200		$ 732,200
Unamortized share-based compensation, options, amortization period			2 years 8 months 12 days
Series E
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 123,600
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award expiration period			10 years
Award vesting period			4 years
Options \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			25.00%
Options \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Time-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Granted (in shares) \| shares			27,500,001
Time-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares			13,834,748
Number of vesting installments \| installment			16
Time-Based Shares \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			375 days
Vesting percentage			25.00%
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares			16,024,411
Performance-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award expiration period			5 years
Number of vesting installments \| tranche			5
Performance measurement period			6 months
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 235,600		$ 235,600
2014 Share Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares) \| shares					10,526,235,000,000
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares) \| shares	12,894,374		12,894,374
Incentive Plan \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount from market price, purchase date			85.00%
Discount from market price, offering date			85.00%

STOCK-BASED AWARDS - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Number of Options
Balance - beginning of period (in shares) \| shares	70,675,318
Options granted (in shares) \| shares	8,402,925
Options exercised (in shares) \| shares	(8,966,272)
Options canceled (in shares) \| shares	(3,098,349)
Balance - end of period (in shares) \| shares	67,013,622	70,675,318
Weighted Average Exercise Price
Balance - beginning of period (in dollars per share) \| $ / shares	$ 1.07	$ 0.84
Options granted (in dollars per share) \| $ / shares	2.85
Options exercised (in dollars per share) \| $ / shares	0.69
Options canceled (in dollars per share) \| $ / shares	1.68
Balance - end of period (in dollars per share) \| $ / shares	$ 1.07	$ 0.84
Additional Disclosures
Options outstanding, weighted average remaining contractual term	6 years 9 months 18 days	7 years 9 months 18 days
Options outstanding, intrinsic value \| $	$ 1,628,923	$ 647,218
Options vested and exercisable, number of options (in shares) \| shares	41,932,824
Options vested and exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.75
Options vested and exercisable, weighted average remaining contractual term	5 years 8 months 12 days
Options vested and exercisable, intrinsic value \| $	$ 1,032,660

STOCK-BASED AWARDS - Valuation Assumptions (Details)		3 Months Ended		9 Months Ended
STOCK-BASED AWARDS - Valuation Assumptions (Details)	Mar. 27, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility		0.00%	50.40%	41.90%	65.20%
Expected term (in years)		0 years	5 years 9 months 18 days	5 years 10 months 24 days	5 years 10 months 24 days
Risk-free interest rate		0.00%	1.60%	0.60%	0.90%
Expected dividends		0.00%	0.00%	0.00%	0.00%
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility	60.00%
Expected term (in years)	5 years
Risk-free interest rate	0.90%
Expected dividends	0.00%

STOCK-BASED AWARDS - Restricted Stock Award Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Shares
Nonvested balance at beginning of period (in shares)	43,183,277	0
Granted (in shares)	43,524,412
Cancelled/forfeited (in shares)	(341,135)
Nonvested balance at end of period (in shares)	43,183,277
RSUs
Weighted-Average Grant-Date Fair Value
Nonvested balance at beginning of period (in dollars per share)	$ 19.38	$ 0
Granted (in dollars per share)	19.41
Cancelled/forfeited (in dollars per share)	22.79
Nonvested balance at end of period (in dollars per share)	$ 19.38
Time-Based Shares
Shares
Nonvested balance at beginning of period (in shares)	27,158,866	0
Granted (in shares)	27,500,001
Cancelled/forfeited (in shares)	(341,135)
Nonvested balance at end of period (in shares)	27,158,866
Performance-Based Shares
Shares
Nonvested balance at beginning of period (in shares)	16,024,411	0
Granted (in shares)	16,024,411
Cancelled/forfeited (in shares)	0
Nonvested balance at end of period (in shares)	16,024,411

STOCK-BASED AWARDS - Share-based Payment Arrangement, Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 236,956	$ 1,276	$ 366,200	$ 3,257
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	59,196	679	85,899	2,072
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 177,760	$ 597	$ 280,301	$ 1,185

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease, liability, current, statement of financial position [Extensible Enumeration]	Other current liabilities
Operating lease, liability, noncurrent, statement of financial position [Extensible Enumeration]	Other long-term liabilities
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration]	Property, plant and equipment, net
Operating leases:
Operating lease right-of-use assets	$ 143,782	$ 0
Operating lease liabilities, current portion	14,611	0
Long-term portion of lease obligations	169,433	0
Total operating lease liabilities	184,044
Finance leases:
Total finance lease assets	7,825
Finance lease liabilities, current portion	3,268	0
Long-term portion of lease obligations	4,687	$ 0
Total finance lease liabilities	$ 7,955

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2021
Operating lease expense:
Operating lease expense	$ 8,261	$ 21,811
Variable lease expense	595	1,754
Finance lease expense:
Amortization of leased assets	800	2,032
Interest on lease liabilities	115	328
Total finance lease expense	915	2,360
Total lease expense	$ 9,771	$ 25,925

LEASES - Remaining Terms and Discount Rates (Details)	Sep. 30, 2021
Weighted-average remaining lease term (in years):
Operating leases	7 years 10 months 24 days
Finance leases	2 years 4 months 24 days
Weighted-average discount rate:
Operating leases	11.20%
Finance leases	6.10%

LEASES - Cash Flow Information (Details) $ in Thousands	9 Months Ended
LEASES - Cash Flow Information (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 4,516
Operating cash flows from finance leases (interest payments)	328
Financing cash flows from finance leases	1,915
Leased assets obtained in exchange for new operating lease liabilities	61,497
Leased assets obtained in exchange for new finance lease liabilities	$ 70,756

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Operating Leases
Three months ending September 30, 2021	$ 8,969
2022	35,539
2023	35,043
2024	35,400
2025	34,484
Thereafter	132,938
Total minimum lease payments	282,373
Less: Interest	(98,329)
Total operating lease liabilities	184,044
Less: Current portion	14,611	$ 0
Long-term portion of lease obligations	169,433	0
Finance Leases
Three months ending September 30, 2021	939
2022	3,586
2023	3,234
2024	769
2025	0
Thereafter	0
Total minimum lease payments	8,528
Less: Interest	(573)
Total finance lease liabilities	7,955
Less: Current portion	3,268	0
Long-term portion of lease obligations	$ 4,687	$ 0

LEASES - Minimum Lease Payments Under Prior Guidance (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Operating Leases
2021		$ 25,490
2022		28,837
2023		27,633
2024		28,207
2025		27,474
Thereafter		116,155
Total minimum lease payments		253,796
Finance Leases
2021		1,729
2022		1,547
2023		1,174
2024		9
2025		0
Thereafter		0
Total minimum lease payments		4,459
Less: Interest		(1,202)
Present value of lease obligations		3,257
Less: Current portion		(1,261)
Long-term portion of lease obligations	$ 0	$ 1,996

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Long-term purchase commitment, period	3 years
Indemnification Agreement
Loss Contingencies [Line Items]
Estimate of possible loss	$ 29.9	$ 15.5
Chief Executive Officer \| Deferred Bonus
Loss Contingencies [Line Items]
Transaction bonus payable	2.0
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Contractual obligation	$ 363.0	$ 406.1

COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021 (remainder of the year)	$ 104,370
2022	202,400
2023	202,400
Total	$ 509,170

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Provision for (benefit from) income taxes	$ 22	$ (145)	$ 31	$ (245)
Effective tax rate	(0.00%)	(0.00%)	(0.00%)	(0.00%)
Unrecognized tax benefits	$ 65,600		$ 65,600		$ 42,900
Unrecognized tax benefits that would impact effective tax rate	$ 2,600		$ 2,600		$ 2,600

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Net loss	$ (524,403)	$ (161,237)	$ (1,534,081)	$ (408,105)
Deemed dividend related to the issuance of Series E convertible preferred stock	0	0	(2,167,332)	0
Net loss attributable to common stockholders	$ (524,403)	$ (161,237)	$ (3,701,413)	$ (408,105)
Weighted average shares outstanding - basic (in shares)	1,217,032,285	24,279,817	432,654,607	20,889,062
Weighted average shares outstanding - diluted (in shares)	1,217,032,285	24,279,817	432,654,607	20,889,062
Net loss per share - basic (in dollars per share)	$ (0.43)	$ (6.64)	$ (8.56)	$ (19.54)
Net loss per share - diluted (in dollars per share)	$ (0.43)	$ (6.64)	$ (8.56)	$ (19.54)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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