0001628280-22-004253 | 10-K | XBRL Viewer

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

957,159,704

437,182,072

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

957,159,704

^[1]

957,159,704

^[1]

957,159,704

^[1]

502,582,534

^[1]

502,582,534

^[1]

437,182,072

137,248,112

^[1]

Number of milestone conditions required to receive funding | condition

$ 2,494,076,000

$ 0

$ 2,494,076,000

$ 1,074,010,000

$ 259,960,000

Contingent forward contract liability, fair value loss

454,546,000

118,382,000

15,053,000

Stock-based compensation expense

$ 516,757,000

$ 4,614,000

$ 7,719,000

Common stock, shares authorized (in shares) | shares

1,189,800,259

1,316,758,889

1,189,800,259

15,000,000,000

1,189,800,259

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

1,444,900,000

$ 110,500,000

$ 800,000

$ 722,400,000

$ 0

$ 110,500,000

Contingent forward contract liability, fair value loss

$ 109,700,000

454,500,000

$ 109,700,000

Series C

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

59,575,253

Repurchase of convertible preferred shares (in shares) | shares

11,507,389

^[1]

9,442,858

^[1]

11,331,430

Repurchase of convertible preferred shares

$ 60,000,000

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

$ 5.30

Payments for repurchase of convertible preferred stock

$ 0

$ 12,101,000

$ 50,000,000

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

$ 137,475,000

82,414,075

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

$ 0.19

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

Cumulative adjustments to additional paid in capital for share repurchases

$ 20,400,000

$ 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

Cumulative adjustments to additional paid in capital for share repurchases

$ 4,500,000

$ 2,200,000

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

$ 2.42

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

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

$ 23,740,000

24,677,332

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

3,525,332

Convertible preferred stock, shares cancelled, fair value

$ 3,000,000

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

$ 0.09

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

Cumulative adjustments to additional paid in capital for share repurchases

4,000,000

$ 1,000,000

Convertible preferred shares subject to repurchase, mandatory redemption term

45 days

Series D

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

539,769,493

$ 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

600,000,000

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]

374,777,280

^[1]

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

$ 2.33

Proceeds from issuance of convertible preferred stock and conversion of convertible debt

$ 872,000,000

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

618,720,748

Convertible preferred stock, dividend rate, percentage

8.00%

Series D Preferred Stock, Tranche One

1.5

Series D Preferred Stock, Tranche Three

200,000,000

Series D Preferred Stock, Tranche Two

400,000,000

$ 400,000,000

Series E

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

301,092,346

Proceeds from issuance of convertible preferred shares

$ 1,009,388,000

$ 400,000,000

$ 92,900,000

$ 107,100,000

$ 400,000,000

$ 500,000,000

$ 200,000,000

$ 600,000,000

$ 899,725,000

$ 0

Issuance of convertible preferred shares (in shares) | shares

133,818,821

66,909,408

133,818,821

167,273,525

200,728,229

^[1]

301,092,346

^[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 stock, percentage of holders required to trigger conversion

1.5

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

Series A

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

32,045,280

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

$ 11,925,000

32,045,280

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

$ 0.03

Common Stock

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | shares

1,155,909,367

Legacy Preferred Shareholders

Stock converted, after exchange ratio (in shares) | shares

1,155,909,367

[1]

SUBSEQUENT EVENTS (Details) - Subsequent Event installment in Thousands, $ in Billions	Feb. 27, 2022 USD ($) installment
Subsequent Event [Line Items]
Foreign operations agreements, estimated economic incentives, more than \| $	$ 3.4
Foreign operations agreements, estimated economic incentives, term	15 years
Foreign operation facility, estimated number of vehicles to be manufactured per year \| installment	150

INCOME TAXES - Schedule of Recognized Interest Expense and Penalty Expense as Part of Income Tax Expenses in the Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Interest expense	$ 0	$ (45)	$ 16
Penalty expense	$ (3)	$ (20)	$ 1

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 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	$ 161,974	$ 0
Operating Lease, Liability, Current	11,056	0
Other long-term liabilities	185,323	0
Total operating lease liabilities	196,379
Finance leases:
Total finance lease assets	10,567
Finance lease liabilities, current portion	4,183	0
Total finance lease liabilities	6,083	$ 0
Total finance lease liabilities	$ 10,266

REVERSE RECAPITALIZATION (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Schedule of Reverse Recapitalization

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.

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation, Fiscal Year Maturity

The estimated purchase commitment as of December 31, 2021 is as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2022	$	201,080
2023	201,080
2024	201,080
2025	201,080
Total	$	804,320

COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jul. 23, 2021	Dec. 23, 2021	Dec. 31, 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	$ 2,960
Change in fair value of preferred stock warrant liability				$ (1,200)
Sponsor earnback warrants (in shares)	14,783,333
Sponsor earnback warrants vested (in shares)		14,783,333
Private Warrants
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	44,350,000
Convertible preferred stock warrant liability	$ 812,000		1,394,800
Change in fair value of preferred stock warrant liability			$ 582,800

STOCK-BASED AWARDS - Narrative (Details)	1 Months Ended	12 Months Ended
STOCK-BASED AWARDS - Narrative (Details)	Jan. 31, 2022 installment shares	Dec. 31, 2021 USD ($) installment shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Jan. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)		210,204,258	1,039,908,056
Options exercised, aggregate intrinsic value \| $		$ 206,700,000	$ 8,300,000	$ 400,000
Fair value of options granted during the period \| $		24,000,000.0	14,800,000	13,900,000
Fair value of options vested during the period \| $		$ 6,200,000	3,900,000	6,900,000
Granted (in shares)		50,092,300
Awards vested (in shares)		1,068,049
Stock-based compensation expense \| $		$ 516,757,000	$ 4,614,000	7,719,000
Nonvested awards (in shares)		48,234,611	0
Unamortized share-based compensation expense \| $		$ 638,000,000
Unamortized share-based compensation, options, amortization period		2 years 6 months
Shares available for future grants under equity plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)		16,761,960	10,526,235
Series E
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $		$ 123,600,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount from market price, offering date		85.00%
Percentage of purchase price of common stock,		85.00%
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
Fair value of options vested during the period \| $		$ 50,500,000	$ 0	$ 0
Granted (in shares)		34,067,889
Awards vested (in shares)		1,068,049
Nonvested awards (in shares)		32,210,200	0
Time-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in 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)		16,024,411
Awards vested (in shares)		0
Nonvested awards (in shares)		16,024,411	0
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 \| installment		5
Performance measurement period		6 months
Number of vesting installments with performance conditions met \| installment		4
Performance-Based Shares \| Chief Executive Officer \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vesting installments \| installment	5
Number of vesting installments with performance conditions met \| installment	4
Awards vested (in shares)	13,934,271
Performance-Based Shares \| Award Tranches One through Four \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $		$ 85,400,000
Performance-Based Shares \| Award Tranche Five \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares)		2,090,140
Unamortized share-based compensation expense \| $		$ 19,600,000
Unamortized share-based compensation, options, amortization period		1 year 1 month 6 days
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $		$ 383,200,000
2014 Share Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)					10,526,235
Number of shares available for grant (in shares)		16,761,960

INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current
Federal	$ 18	$ 0	$ 0
State	4	5	0
Foreign	27	(193)	23
Total current tax expense (benefit)	49	(188)	23
Deferred
Federal	0	0	0
State	0	0	0
Foreign	0	0	0
Total deferred tax expense (benefit)	0	0	0
Total income tax expense (benefit)	$ 49	$ (188)	$ 23

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 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 years ended December 31, 2021, 2020 and 2019.

STOCK-BASED AWARDS (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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, 2019	69,305,845	$	0.60	6.3	$	21,236
Options granted	23,820,351	1.16
Options exercised	(7,502,955)	0.43
Options canceled	(14,947,923)	0.44
Balance—December 31, 2020	70,675,318	$	0.84	7.8	$	118,155
Options granted	8,402,925	2.85
Options exercised	(11,076,026)	0.74
Options canceled	(3,882,315)	1.55
Balance—December 31, 2021	64,119,902	$	1.08	6.6	$	2,370,666
Options vested and exercisable December 31, 2021	42,924,175	$	0.79	5.6	$	1,599,512

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 year ended December 31, 2021, 2020 and 2019, is as follows:


	Year ended December 31,
	2021			2020			2019
Weighted average volatility	48.4		%	59.0		%	42.8		%
Expected term (in years)	6.6			5.9			5.5
Risk-free interest rate	1.45		%	0.75		%	2.11		%
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	34,067,889	16,024,411	50,092,300	20.52
Vested	(1,068,049)	—	(1,068,049)	21.13
Cancelled/Forfeited	(789,640)	—	(789,640)	24.84
Nonvested balance as of December 31, 2021	32,210,200	16,024,411	48,234,611	$	20.45

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

Total employee and nonemployee stock-based compensation expense for the year ended December 31, 2021, 2020 and 2019, is classified in the consolidated statements of operations as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	8,737	$	213	$	443
Research and development	137,303		3,724		4,770
Selling, general and administrative	370,717		677		2,506
Total	$	516,757	$	4,614	$	7,719

COMMON STOCK WARRANT LIABILITY (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Valuation Assumptions

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 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 fair value of the private warrants that were subject to the contingent forfeiture provisions were as follows:


	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	$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	17.92

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, and were as follows:


	December 31, 2021		July 23, 2021
Fair value of private warrants per share	$	31.45	$	18.44

The level 3 fair value inputs used in the Monte-Carlo simulation models and Black-Scholes option pricing models were as follows:


	December 31, 2021		July 23, 2021
Volatility	85.00	%	80.00	%
Expected term (in years)	4.6		5.0
Risk-free rate	1.20	%	0.72	%
Dividend yield	—	%	—	%

NET LOSS PER SHARE - Antidilutive Securities Excluded from Earnings per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	177,417,887	1,029,381,821,000	573,435,179,000
Convertible preferred stock (on an as-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	0	957,159,704,000	502,582,535,000
Convertible preferred stock warrants (on an as-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	0	1,546,799,000	1,546,799,000
Private warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	44,350,000	0	0
Options outstanding to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	64,119,902	70,675,318,000	69,305,845,000
RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	32,210,200	0	0
If-converted common shares from convertible note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	36,737,785	0	0

STOCK-BASED AWARDS - Restricted Stock Award Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares
Nonvested balance at beginning of period (in shares)	0
Granted (in shares)	50,092,300
Vested (in shares)	(1,068,049)
Cancelled/forfeited (in shares)	(789,640)
Nonvested balance at end of period (in shares)	48,234,611
Restricted stock units outstanding
Weighted-Average Grant-Date Fair Value
Nonvested balance at beginning of period (in dollars per share)	$ 20.45	$ 0
Granted (in dollars per share)	20.52
Vested (in dollars per share)	21.13
Cancelled/forfeited (in dollars per share)	24.84
Nonvested balance at end of period (in dollars per share)	$ 20.45
Time-Based Shares
Shares
Nonvested balance at beginning of period (in shares)	0
Granted (in shares)	34,067,889
Vested (in shares)	(1,068,049)
Cancelled/forfeited (in shares)	(789,640)
Nonvested balance at end of period (in shares)	32,210,200
Performance-Based Shares
Shares
Nonvested balance at beginning of period (in shares)	0
Granted (in shares)	16,024,411
Vested (in shares)	0
Cancelled/forfeited (in shares)	0
Nonvested balance at end of period (in shares)	16,024,411

BALANCE SHEETS COMPONENTS

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEETS COMPONENTS

INVENTORY

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


	December 31, 2021		December 31, 2020
Raw materials	$	87,646	$	661
Work in progress	30,641		70
Finished goods (1)	8,963		312
Total inventory	$	127,250	$	1,043

Inventory as of December 31, 2021 is primarily related to raw materials and work in progress related to the production of vehicles for sale. The inventory as of December 31, 2021 and 2020 also includes battery pack systems. We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the year ended December 31, 2021, we recorded write-downs of $48.9 million in cost of revenues. No write-downs were recorded in fiscal years 2020 and 2019.

(1) Finished goods inventory includes vehicles in transit to fulfill customer orders and new vehicles available for sale.

PROPERTY, PLANT, AND EQUIPMENT, NET

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


	December 31, 2021		December 31, 2020
Land and land improvements	$	1,050	$	1,050
Building and improvements	195,952		—
Machinery, Tooling and Vehicles	601,791		28,830
Computer equipment and software	27,968		15,716
Leasehold improvements	135,533		47,187
Furniture and fixtures	15,352		4,503
Capital leases	—		3,908
Finance leases	13,601		—
Construction in progress	276,919		636,851
Total property, plant, and equipment	1,268,166		738,045
Less accumulated depreciation and amortization	(86,013)		(24,771)
Property, plant, and equipment — net	$	1,182,153	$	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):


	December 31, 2021		December 31, 2020
Machinery and Tooling	$	132,943	$	414,529
Construction of Arizona plant	112,970		171,532
Leasehold improvements	31,006		50,790
Total construction in progress	$	276,919	$	636,851

Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019, was approximately $62.9 million, $10.2 million and $3.8 million, respectively.

OTHER CURRENT AND LONG-TERM LIABILITIES

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


	December 31, 2021		December 31, 2020
Engineering, design, and testing accrual	$	33,950	$	42,518
Construction in progress	92,590		43,115
Retail leasehold improvements accrual	15,796		6,114
Other professional services accrual	13,944		9,083
Tooling liability	23,966		15,243
Series B convertible preferred stock repurchase liability	—		3,000
Short-term insurance financing note	15,281		980
Operating lease liabilities, current portion	11,056		—
Other current liabilities	111,629		31,700
Total other current liabilities	$	318,212	$	151,753


	December 31, 2021		December 31, 2020
Deferred rent	$	—	$	28,881
Operating leases liabilities, net of current portion	185,323		—
Other long-term liabilities	3,252		10,258
Total other long-term liabilities	$	188,575	$	39,139

LEASES - Minimum Lease Payments Under Prior Guidance (Details) $ in Thousands	Dec. 31, 2020 USD ($)
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	$ 1,996

INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized benefit—beginning of period	$ 42,894	$ 20,635	$ 11,647
Gross increases—prior-period tax positions	0	21	4
Gross decreases—prior-period tax positions	0	(2)	0
Gross increases—current-period tax positions	31,336	22,382	8,995
Gross decrease—current-period tax positions	0	0	(11)
Statute lapse	(1,900)	(142)	0
Unrecognized benefit—end of period	$ 72,330	$ 42,894	$ 20,635

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Accounting Standards Update (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
ASSETS
Prepaid expenses	$ 70,346		$ 21,840
Property, plant and equipment, net			713,274
Operating lease right-of-use assets	161,974		0
Liabilities
Other current liabilities	318,212		151,753
Other long-term liabilities	$ 188,575		39,139
Cumulative Effect, Period of Adoption, Adjustment
ASSETS
Prepaid expenses		$ (200)	(180)
Property, plant and equipment, net			0
Operating lease right-of-use assets			90,932
Liabilities
Other current liabilities			7,754
Other long-term liabilities			83,191
Cumulative Effect, Period of Adoption, Adjusted Balance
ASSETS
Prepaid expenses			21,660
Property, plant and equipment, net			713,274
Operating lease right-of-use assets			90,932
Liabilities
Other current liabilities			159,507
Other long-term liabilities			$ 122,330

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
2022	$ 32,075
2023	38,898
2024	39,346
2025	38,525
2026	34,791
Thereafter	117,215
Total minimum lease payments	300,850
Less: Interest	(104,471)
Total operating lease liabilities	196,379
Other current liabilities	11,056	$ 0
Long-term portion of lease obligations	185,323	0
Finance Leases
2022	4,628
2023	4,275
2024	1,674
2025	210
2026	196
Thereafter	0
Total minimum lease payments	10,983
Less: Interest	(717)
Total finance lease liabilities	10,266
Less: Current portion	4,183	0
Long-term portion of lease obligations	$ 6,083	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (2,579,761)	$ (719,380)	$ (277,357)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	62,907	10,217	3,842
Amortization of insurance premium	18,474	0	0
Non-cash operating lease cost	12,563	0	0
Stock-based compensation	516,757	4,614	7,719
Loss on disposal of property and equipment	52	139	30
Amortization of debt discount	237	0	3,394
Write-down of inventory	48,884	0	0
Change in fair value of contingent forward contract liability	454,546	118,382	15,053
Change in fair value of stock warrants liability		1,200
Changes in operating assets and liabilities:
Accounts receivable	(2,888)	148	984
Inventory	(175,091)	(359)	(188)
Financed insurance premium	(41,935)	0	0
Prepaid expenses	(25,045)	7,770	(27,590)
Other current assets	(14,704)	7,360	(5,010)
Other noncurrent assets and security deposit	5,889	2,866	6,143
Accounts payable	4,354	(69,861)	5,843
Accrued compensation	16,167	13,249	2,774
Operating lease liability	(10,019)	0	0
Other liabilities and accrued liabilities	65,456	53,454	28,658
Other long-term liabilities	(4,712)	0	0
Net cash used in operating activities	(1,058,133)	(570,196)	(235,299)
Cash flows from investing activities:
Purchases of property, equipment, and software	(421,220)	(459,582)	(104,290)
Proceeds from sale of short term investments	505	0
Proceed from sale of property, equipment, and software	22	0	0
Net cash used in investing activities	(420,693)	(459,582)	(104,290)
Cash flows from financing activities:
Proceeds from convertible debt	2,002,437	0	70,949
Payment of transaction costs for the issuance of convertible notes	(15,883)	0	0
Payment for short-term insurance financing note	(27,887)	0	0
Payment for capital lease liabilities	0	(364)	0
Payment for finance lease liabilities	(3,088)	0	0
Proceeds from short-term insurance financing note	41,935	0	0
Proceeds from exercise of stock options	8,132	3,285	483
Proceeds from the exercise of public warrants	173,273	0	0
Proceeds from the reverse recapitalization	4,439,153	0	0
Payment of transaction costs related to the reverse recapitalization	(38,865)	0	0
Treasury stock repurchase	(20,716)	0	0
Stock repurchases from employees for tax withholdings	(22,063)	0	0
Net cash provided by financing activities	7,136,428	1,290,545	621,432
Net increase in cash, cash equivalents, and restricted cash	5,657,602	260,767	281,843
Beginning cash, cash equivalents, and restricted cash	640,418	379,651	97,808
Ending cash, cash equivalents, and restricted cash	6,298,020	640,418	379,651
Supplemental disclosure of cash flow information:
Cash paid for interest	627	51	30
Supplemental disclosure of non-cash investing and financing activity:
Property and equipment included in accounts payable and accrued expense	101,057	117,946	32,863
Property and equipment and right-of-use assets obtained through leases	93,771	3,289	451
Extinguishment of Series B convertible preferred stock included in additional paid-in capital	0	1,000	0
Extinguishment of Series B convertible preferred stock included in accrued liabilities	0	3,000	0
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants	9,936	0	0
Deferred financing cost reclassed to convertible preferred stock	0	0	10,253
Issuance of Series E convertible preferred stock contingent forward contracts	2,167,332	793	0
Capital contribution upon forfeit of Series E awards	15,719	0	0
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization	5,836,785	0	0
Change in fair value of preferred stock warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of stock warrants liability	6,976	1,205	406
Change in fair value of common stock warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of stock warrants liability	582,760	0	0
Series B
Cash flows from financing activities:
Payments for repurchase of convertible preferred stock	(3,000)	0	0
Series C
Cash flows from financing activities:
Payments for repurchase of convertible preferred stock	0	(12,101)	(50,000)
Series D
Cash flows from financing activities:
Proceeds from issuance of convertible preferred shares	3,000	400,000	600,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of convertible preferred stock upon settlement of contingent forward contracts	0	39,563	0
Convertible Notes converted into Series D convertible preferred stock	0	0	300,000
Unamortized Convertible Notes debt issuance cost and debt discount converted into Series D convertible preferred stock	0	0	(36,797)
Accrued interest of Convertible Notes converted to Series D convertible preferred stock	0	0	8,747
Series E
Cash flows from financing activities:
Proceeds from issuance of convertible preferred shares	600,000	899,725	0
Supplemental disclosure of non-cash investing and financing activity:
Issuance of convertible preferred stock upon settlement of contingent forward contracts	2,621,877	0	0
Settlement of Series E convertible preferred stock contingent forward contract	$ 0	$ 110,456	$ 0

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY (Tables)

12 Months Ended

Dec. 31, 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 fair value of the private warrants that were subject to the contingent forfeiture provisions were as follows:


	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	$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	17.92

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, and were as follows:


	December 31, 2021		July 23, 2021
Fair value of private warrants per share	$	31.45	$	18.44

The level 3 fair value inputs used in the Monte-Carlo simulation models and Black-Scholes option pricing models were as follows:


	December 31, 2021		July 23, 2021
Volatility	85.00	%	80.00	%
Expected term (in years)	4.6		5.0
Risk-free rate	1.20	%	0.72	%
Dividend yield	—	%	—	%

BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred rent	$ 0	$ 28,881
Operating leases liabilities, net of current portion	185,323	0
Other long-term liabilities	3,252	10,258
Total other long-term liabilities	$ 188,575	$ 39,139

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Principles of ConsolidationThe accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

Principles of Consolidation

All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior-period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto in order to conform to the current period presentation.

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reporting segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

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 other current assets and noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leasehold facilities.

Accounts Receivable, Net

Accounts Receivable, NetAccounts receivable consist of current trade receivables from a single customer. The Company records accounts receivable, net of an allowance for expected credit losses. Management’s estimate for expected credit losses for outstanding accounts receivable are based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and the establishment of specific reserves for customers in an adverse financial condition. Adjustments are made based upon the Company’s expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. The Company also considers current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The Company reassesses the adequacy of estimated credit losses each reporting period. At December 31, 2021 and 2020, the Company did not record an allowance for expected credit losses.

Short-Term Investments

Investments with original or remaining maturities of more than three months at the time of purchase are generally classified as short-term investments and consist of time deposits. At December 31, 2021 and 2020, the Company held short-term investments of nil and $0.5 million, respectively.

Concentration of Credit Risk

Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, 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 December 31, 2021 and 2020, which relates specifically to sales of its battery packs.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast, the excess amounts are written-off.

Inventory is also reviewed to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires an assessment to determine the selling price of the vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost, less accumulated depreciation and amortization for leasehold improvements. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. The Company generally uses the following estimated useful lives for each asset category:


Asset Category						Life (years)
Machinery, Tooling & Vehicles						3 - 7
Computer equipment and software						3
Furniture and fixtures						5
Finance leases						3
Building and Improvements						40
Leasehold improvements						Shorter of the lease term or the estimated useful lives of the assets

Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Upon disposition or retirement of property and equipment, the related cost and accumulated depreciation and amortization are removed, and any gain or loss is reflected in operations. The disposition loss on fixed assets recorded for the years ended December 31, 2021, 2020 and 2019 is immaterial.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2021, 2020 and 2019.

Foreign Currency

Foreign CurrencyThe U.S. dollar is the functional currency of the Company’s consolidated subsidiaries operating outside of the U.S. Monetary assets and liabilities of these subsidiaries are remeasured into U.S. dollars from the local currency at rates in effect at period-end and nonmonetary assets and liabilities are remeasured at historical rates. Expenses incurred in currencies other than the U.S. dollar (the functional currency) are remeasured at average exchange rates in effect during each period. Foreign currency gains and losses from remeasurement are included within other (expense) income, net in the Company’s consolidated statements of operations, and were immaterial for the years ended December 31, 2021, 2020, and 2019.

Revenue from Contracts with Customers

On January 1, 2019, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) using the modified retrospective method, which did not result in an adjustment upon adoption.

The Company follows a five-step process in which the Company identifies the contract, identifies the related performance obligations, determines the transaction price, allocates the transaction price to the identified performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied.

Vehicle Sales

Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (ADAS), and the right to unspecified over-the-air (OTA) software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. Shipping and handling provided by Company is considered a fulfillment activity.

Payment is typically received at or prior to the transfer of control of the vehicle to the customer. Generally, control transfers to the customer at the deemed delivery when the customer takes physical possession of the vehicle, which may be at a Lucid Studio or other destination chosen by the customer. The Company’s vehicle contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. The Company estimates the standalone selling price of all performance obligations by considering costs used to develop and deliver the good or service, third-party pricing of similar goods or services and other information that

may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations.

The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer.

The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. The estimated cost of the assurance-type warranty is accrued at the time of vehicle sale.

Battery Pack System

Battery pack system revenue consists of the sales of battery pack systems, supplies and related services for vehicles. The sale of battery pack systems along with related supplies is a single performance obligation to be recognized at the point in time when control is transferred to the customer. Shipping and handling provided by Company is considered a fulfillment activity. While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies may include either a cash refund or an exchange of the returned product. As a result, the right of return and related refund liability for non-conforming or defective goods is estimated and recorded as a reduction in revenue, if necessary. Payment for the products sold are made upon invoice or in accordance with payment terms customary to the business. The Company’s battery pack system contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price.

Control transfers to the customer when the product is delivered to the customer as the customer can then direct the product’s use and obtain substantially all of the remaining benefits from the asset at that point in time.

Cost of Revenue

Vehicle Sales

Cost of revenue includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs and charges to reduce inventories to their net realizable value less costs to sell or charges for inventory obsolescence.

Battery Pack Systems

Cost of revenue includes direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs, shipping and logistic costs, and reserves for estimated warranty expenses related to its battery packs. Cost of revenue also includes adjustments to warranty expense and charges to write down the carrying value of inventory when it exceeds its estimated net realizable value or to provide for obsolete and on-hand inventory in excess of forecasted demand.

Warranties

WarrantiesThe Company provides a manufacturer’s warranty on all vehicles and battery packs it sells and accrues a warranty reserve for warranty coverage, as applicable. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency, and costs of future claims. The Company accrues a warranty reserve for all products sold which includes the Company’s best estimates of the projected costs to repair or replace items under warranties and recalls when identified. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other, while the remaining balance is included within other long-term liabilities in the consolidated balance sheets. The warranty expense recorded as a component of cost of revenue in the consolidated statements of operations was immaterial for the years ended December 31, 2021, 2020, and 2019.

Income Taxes

The Company utilizes the liability method to account for income taxes, under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law.

The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company’s policy is to recognize interest related to unrecognized tax benefits in other income (expense)—net and to recognize penalties in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within income tax liabilities in the consolidated balance sheets.

Stock-Based Compensation

The Company issues stock-based compensation awards to employees, officers, directors, and non-employees in the form of stock options and restricted stock units (“RSUs”). The Company measures and recognizes compensation expense for stock-based awards based on the awards’ fair value on the date of grant. The Company accounts for forfeitures of stock-based awards when they occur. The fair value of RSUs that vest based on service and performance conditions is measured using the fair value of the Company’s common stock on the date of the grant. The fair value of RSUs that vest based on service and market conditions is measured using a Monte Carlo simulation model on the date of grant. The fair value of stock options that vest based on service condition is measured using the Black-Scholes option pricing model on the date of grant. The Monte Carlo simulation model and the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s common stock, the expected term of the award, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.

The fair value of awards that vest based only continuous service are recognized on a straight-line basis over the requisite service period. The fair value of awards that vest based on performance or market conditions is recognized over the requisite service period using the accelerated attribution method. Stock-based compensation expense is only recognized for awards with performance conditions once the performance condition becomes probable of being achieved. The performance-based vesting condition was satisfied upon the Closing of the Merger. The market-based RSUs will vest only if the Company achieves certain market capitalization targets.

Comprehensive Loss

Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity (deficit) but are excluded from net loss. For the years ended December 31, 2021, 2020 and 2019, as there are no activities that impacted comprehensive income (loss), there are no differences between comprehensive loss and net loss reported in the Company’s consolidated statements of operations.

Research and Development

Research and development expenses consist primarily of personnel-related expenses, contractor fees, engineering design and testing expenses, and allocated facilities cost. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive loss.

Selling, General, and Administrative

Selling, general and administrative expense consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, facilities and real estate, accounting, finance, tax, and information technology.

Advertising

Advertising is expensed as incurred and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. These costs were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively.

Leases

Accounting for Leases prior to the adoption of ASC 842 (as defined below)

Periods prior to fiscal year 2021 reflect the provisions of ASC 840, Leases (“ASC 840”) where an arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Operating leases are not recognized on the consolidated balance sheets. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheets at lease commencement at the present value of the rental payments. The Company recognizes rent expense on a straight-line basis in the statements of operations for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease.

The Company enters into operating and capital leases associated with its office space, manufacturing and retail facilities, and equipment. On certain of its operating lease agreements, the Company may receive rent holidays and other incentives, which are recognized over the lease term through rent expense. The difference between rent expense and the cash paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. The Company recorded deferred rent under other short-term and long-term liabilities in the consolidated balance sheet as of December 31, 2020.

If the term of the lease does not exceed 12 months, the Company elects to record the rental expense in the period it is incurred, and no deferred rent is recorded.

Adoption of ASC 842 (as defined below)

As of January 1, 2021, the Company adopted ASU 2016-02, Leases, and all related guidance (“ASC 842”) and recorded a right-of-use (“ROU”) asset and a corresponding lease liability in our consolidated balance sheet for all eligible leases with terms longer than 12 months or less if the lease contains a purchase option or renewal term that the Company is reasonably certain to exercise.

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 December 31, 2021.

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. The Company estimates 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.

Commitments and Contingencies

Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities as the holders of such shares have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses.

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common share equivalents to the extent they are dilutive. For purposes of this calculation, convertible preferred stock, stock options, convertible and convertible preferred stock warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

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 and comprehensive loss. 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.

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. 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 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 consolidated financial statements. The most significant impacts related to the (i) recording of ROU asset of $91.0 million, and (ii) recording lease liability of $122.8 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 comprehensive loss 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		—		713,274
Operating lease right-of-use assets	—		90,932		90,932
Liabilities
Other current liabilities	151,753		7,754		159,507
Other long-term liabilities	39,139		83,191		122,330

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.

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current accounting models for convertible instruments that require separation of beneficial conversion features and cash conversion features into equity. The ASU simplifies the requirements for the equity classification of contracts in an entity’s own equity. Additionally, the ASU amends existing earnings-per-share, or EPS, guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments and requires a presumption of settlement in shares in the calculation of diluted EPS when a contract can be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted this ASU on January 1, 2021 using the modified retrospective method. The adoption of this ASU did not have a material impact to the consolidated financial statements and related disclosures.

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.

Fair Value Measurement

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.

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NET LOSS PER SHAREThe 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):


	Year Ended December 31,
	2021		2020		2019
Net loss	$	(2,579,761)	$	(719,380)	$	(277,357)
Deemed contribution related to repurchase of Series B convertible preferred stock	—		1,000		—
Deemed contribution related to repurchase of Series C convertible preferred stock	—		12,784		7,935
Deemed dividend related to the issuance of Series E convertible preferred stock	(2,167,332)		—		—
Net loss attributable to common stockholders	$	(4,747,093)	$	(705,596)	$	(269,422)

Weighted-average shares outstanding—basic and diluted	740,393,759		24,825,944		20,595,229

Net loss per share:
Basic and diluted	$	(6.41)	$	(28.42)	$	(13.08)

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:


	Year Ended December 31,
Excluded Securities	2021	2020	2019
Convertible preferred stock (on an as-converted basis)	—	957,159,704	502,582,535
Convertible preferred stock warrants (on an as-converted basis)	—	1,546,799	1,546,799
Private warrants to purchase common stock	44,350,000	—	—
Options outstanding to purchase common stock	64,119,902	70,675,318	69,305,845
RSUs outstanding	32,210,200	—	—
If-converted common shares from convertible note	36,737,785	—	—
Total	177,417,887	1,029,381,821	573,435,179

The 16,024,411 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market conditions have not been satisfied as of December 31, 2021.

LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 10,019
Operating cash flows from finance leases (interest payments)	460
Financing cash flows from finance leases	3,088	$ 0	$ 0
Leased assets obtained in exchange for new operating lease liabilities	84,078
Leased assets obtained in exchange for new finance lease liabilities	$ 9,693

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 22, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash	$ 6,262,905	$ 400	$ 614,412	$ 351,684
Restricted cash included in other current assets	10,740		11,278	19,767
Restricted cash included in other noncurrent assets	24,375		14,728	8,200
Total cash and restricted cash	$ 6,298,020		$ 640,418	$ 379,651	$ 97,808

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

12 Months Ended

Dec. 31, 2021

Schedule Of Public Common Stock Warrants

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


			December 31, 2021
Public warrants issued in connection with Merger on July 23, 2021			41,400,000
Number of public warrants exercised			(41,034,197)
Public warrants redeemed			(365,803)
Issued and outstanding public warrants as of December 31, 2021			—

Schedule of Common Stock Reserved for Future Issuance

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


	December 31, 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	—
Stock options outstanding	64,119,902	70,675,318
Restricted stock units outstanding	48,234,611	—
Shares available for future grants under equity plans	16,761,960	10,526,235
If-converted common shares from convertible note	36,737,785	—
Total shares of common stock reserved	210,204,258	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]

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions		12 Months Ended
	Apr. 18, 2021 lawsuit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Long-term purchase commitment, period		4 years
Individual Actions
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit	2
Punitive Class Actions
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit	2
Indemnification Agreement
Loss Contingencies [Line Items]
Estimate of possible loss \| $		$ 30.4	$ 15.5
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Contractual obligation \| $		$ 286.0	$ 406.1

STOCK-BASED AWARDS

12 Months Ended

Dec. 31, 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. During the year ended December 31, 2021, the Company has launched its ESPP Addendum. The stock-based compensation expense recognized during the year ended December 31, 2021 was immaterial.

The number of shares of common stock that remain available for issuance under the 2021 Incentive Plan, including the ESPP Addendum, was 16,761,960 as of December 31, 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, 2019	69,305,845	$	0.60	6.3	$	21,236
Options granted	23,820,351	1.16
Options exercised	(7,502,955)	0.43
Options canceled	(14,947,923)	0.44
Balance—December 31, 2020	70,675,318	$	0.84	7.8	$	118,155
Options granted	8,402,925	2.85
Options exercised	(11,076,026)	0.74
Options canceled	(3,882,315)	1.55
Balance—December 31, 2021	64,119,902	$	1.08	6.6	$	2,370,666
Options vested and exercisable December 31, 2021	42,924,175	$	0.79	5.6	$	1,599,512

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 $206.7 million, $8.3 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The total fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019, was approximately $24.0 million, $14.8 million and $13.9 million, respectively, which is recognized over the respective vesting periods. The total fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019, was approximately $6.2 million, $3.9 million and $6.9 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 year ended December 31, 2021, 2020 and 2019, is as follows:


	Year ended December 31,
	2021			2020			2019
Weighted average volatility	48.4		%	59.0		%	42.8		%
Expected term (in years)	6.6			5.9			5.5
Risk-free interest rate	1.45		%	0.75		%	2.11		%
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	34,067,889	16,024,411	50,092,300	20.52
Vested	(1,068,049)	—	(1,068,049)	21.13
Cancelled/Forfeited	(789,640)	—	(789,640)	24.84
Nonvested balance as of December 31, 2021	32,210,200	16,024,411	48,234,611	$	20.45

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 subject to continuous employment. The vesting of the time-based awards began on December 5, 2021. 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. The total fair value of RSUs vested during the year ended December 31, 2021 were $50.5 million. There are no RSU vested for the years ended 2020 and 2019.

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. 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			—

As of December 31, 2021, none of the market capitalization goals had been achieved. 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. In January 2022, the market capitalization condition was met for four of the five tranches, representing an aggregate of 13,934,271 performance RSUs. The vesting of these four tranches is subject to continuous service, and review and certification by the Board of Directors. As of December 31, 2021, the unamortized expense related to these four tranches amounted to

$85.4 million which would be recognized as a stock-based compensation expense upon vesting. As of December 31, 2021, the unamortized expense for the fifth tranche, representing 2,090,140 RSUs, was $19.6 million and will be recognized over a period of 1.1 years.

Stock-Based Compensation Expense


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	8,737	$	213	$	443
Research and development	137,303		3,724		4,770
Selling, general and administrative	370,717		677		2,506
Total	$	516,757	$	4,614	$	7,719

Total stock-based compensation expense for the year ended December 31, 2021 includes $383.2 million stock-based compensation expense related to the RSUs. The year ended December 31, 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 7 “Contingent Forward Contracts” and Note 10 “Convertible Preferred Stock” for more information.

The unamortized stock-based compensation related to awards that are not vested was $638.0 million as of December 31, 2021, and weighted average remaining amortization period as of December 31, 2021 was 2.5 years.

LONG-TERM DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026	Dec. 31, 2021 USD ($)
Debt Instrument, Redemption [Line Items]
Principal Amount	$ 2,012,500,000
Unamortized Debt Discounts and Issuance Costs	25,700,000
Net Carrying Amount	$ 1,986,800,000
Convertible Debt
Debt Instrument, Redemption [Line Items]
Interest rate	1.25%
Principal Amount	$ 2,012,500,000
Level 2
Debt Instrument, Redemption [Line Items]
Fair Value	$ 1,984,600,000

REVERSE RECAPITALIZATION

12 Months Ended

Dec. 31, 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 12 - 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.


			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.

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 consolidated statements of operations. The total net cash proceeds to the Company were $4,400.3 million.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Professional Services Contract In December 2021, we entered into an agreement with The Klein Group, LLC (“Klein”), the affiliate of Churchill Sponsor IV LLC who owns more than 5% of our common stock. Pursuant to the agreement, Klein will provide strategic advice and assistance in connection with capital markets and other strategic matters. We have made payments under the agreement of approximately $2.3 million in the aggregate in 2021.

BALANCE SHEETS COMPONENTS - Construction in Progress (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Construction in progress
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 276,919	$ 636,851
Machinery and Tooling
Property, Plant and Equipment [Line Items]
Total construction in progress	132,943	414,529
Construction of Arizona plant
Property, Plant and Equipment [Line Items]
Total construction in progress	112,970	171,532
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 31,006	$ 50,790

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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

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, 2021 (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	6,102,017	$	—	$	—	$	6,102,017
Total assets	$	6,102,017	$	—	$	—	$	6,102,017

Liabilities:
Common stock warrant liability	$	—	$	—	$	1,394,808	$	1,394,808
Total liabilities	$	—	$	—	$	1,394,808	$	1,394,808


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Total assets	$	—	$	505	$	—	$	505

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

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):


	Year Ended December 31, 2021						Year Ended December 31, 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		582,760		118,382		1,205
Settlement	(2,621,878)		(9,936)		—		(150,019)		—
Fair value-end of period	$	—	$	—	$	1,394,808	$	—	$	2,960

EMPLOYEE BENEFIT PLAN (Details) - USD ($)	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Contributions employees may elect to contribute (percent)	100.00%
Company matching contribution	$ 0	$ 0	$ 0

REVERSE RECAPITALIZATION - Shares of Common Stock Issued - (Details) - $ / shares		12 Months Ended
	Jul. 23, 2021	Dec. 31, 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	1,647,555,590	207,000,000	28,791,702
Less redemption of Churchill shares (in shares)	(21,644)
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)		601,176
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
Schedule Of Reverse Recapitalization [Line Items]
Number of warrants (in shares)	41,400,000	0	41,400,000
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
Stock issued during period, shares, restricted stock award, net of forfeitures (in shares)	17,250,000
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

INCOME TAXES - Schedule of Components of Loss Income before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Loss subject to domestic income taxes	$ (2,580,324)	$ (719,636)	$ (277,244)
Income (loss) subject to foreign income taxes	612	68	(90)
Loss before provision for (benefit from) income taxes	$ (2,579,712)	$ (719,568)	$ (277,334)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Warrants and Rights Note Disclosure [Abstract]

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY

12 Months Ended

Dec. 31, 2021

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 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 and $1.2 million losses related to fair value remeasurements of the warrants in the consolidated statements of operations for the year ended December 31, 2021 and 2020, respectively.

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.

STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 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 December 31, 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 year ended December 31, 2021, an aggregate of 41,034,197 public warrants were exercised, of which 25,966,976 were exercised on a cashless basis. The aggregate cash proceeds received from the exercise of these public warrants were $173.3 million. The Company redeemed the remaining 365,803 public warrants that were not exercised by the holders at a redemption price of $0.01 per warrant.

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


			December 31, 2021
Public warrants issued in connection with Merger on July 23, 2021			41,400,000
Number of public warrants exercised			(41,034,197)
Public warrants redeemed			(365,803)
Issued and outstanding public warrants as of December 31, 2021			—

Treasury Stock

In October 2021, the Company repurchased an aggregate of 857,825 shares of its common stock, including 712,742 shares from certain employees and 145,083 shares from directors of the Company’s predecessor, Atieva, Inc. at $24.15 per share.

Common Stock Reserved for Issuance

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


	December 31, 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	—
Stock options outstanding	64,119,902	70,675,318
Restricted stock units outstanding	48,234,611	—
Shares available for future grants under equity plans	16,761,960	10,526,235
If-converted common shares from convertible note	36,737,785	—
Total shares of common stock reserved	210,204,258	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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Schedule of Restricted Cash

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,
	2021		2020		2019
Cash	$	6,262,905	$	614,412	$	351,684
Restricted cash included in other current assets	10,740		11,278		19,767
Restricted cash included in other noncurrent assets	24,375		14,728		8,200
Total cash and restricted cash	$	6,298,020	$	640,418	$	379,651

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


	December 31,
	2021		2020		2019
Cash	$	6,262,905	$	614,412	$	351,684
Restricted cash included in other current assets	10,740		11,278		19,767
Restricted cash included in other noncurrent assets	24,375		14,728		8,200
Total cash and restricted cash	$	6,298,020	$	640,418	$	379,651

Schedule of Property, Plant and Equipment

The Company generally uses the following estimated useful lives for each asset category:


Asset Category						Life (years)
Machinery, Tooling & Vehicles						3 - 7
Computer equipment and software						3
Furniture and fixtures						5
Finance leases						3
Building and Improvements						40
Leasehold improvements						Shorter of the lease term or the estimated useful lives of the assets

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


	December 31, 2021		December 31, 2020
Land and land improvements	$	1,050	$	1,050
Building and improvements	195,952		—
Machinery, Tooling and Vehicles	601,791		28,830
Computer equipment and software	27,968		15,716
Leasehold improvements	135,533		47,187
Furniture and fixtures	15,352		4,503
Capital leases	—		3,908
Finance leases	13,601		—
Construction in progress	276,919		636,851
Total property, plant, and equipment	1,268,166		738,045
Less accumulated depreciation and amortization	(86,013)		(24,771)
Property, plant, and equipment — net	$	1,182,153	$	713,274

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


	December 31, 2021		December 31, 2020
Machinery and Tooling	$	132,943	$	414,529
Construction of Arizona plant	112,970		171,532
Leasehold improvements	31,006		50,790
Total construction in progress	$	276,919	$	636,851

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		—		713,274
Operating lease right-of-use assets	—		90,932		90,932
Liabilities
Other current liabilities	151,753		7,754		159,507
Other long-term liabilities	39,139		83,191		122,330

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT

2026 Notes

In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026 (the “2026 notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5% of the principal amount of 2026 Notes. The 2026 Notes have been designated as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes were issued pursuant to and are governed by an indenture dated December 14, 2021, between the Company and U.S. Bank National Association as the trustee. The proceeds from the issuance of the 2026 Notes were $1,986.6 million, net of the issuance discount and debt issuance costs.

The 2026 Notes are unsecured obligations which bear regular interest at 1.25% per annum and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at the Company’s election, at an initial conversion rate of 18.2548 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $54.78 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain dilutive events. The Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, on or after December 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2026 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date.

Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to September 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the quarter ending on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter;

•during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

•upon the occurrence of specified corporate events; or

•if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption.

On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate.

The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following is a summary of the 2026 Notes as of December 31, 2021 (in millions):


							Fair Value
	Principal Amount		Unamortized Debt Discounts and Issuance Costs		Net Carrying Amount		Amount		Level
1.25% convertible senior notes due in December 2026	$	2,012.5	$	25.7	$	1,986.8	$	1,984.6	Level 2

Interest expense related to the 2026 Notes was $1.4 million, including less than $0.2 million attributable to the amortization of the debt discounts and debt issuance costs and $1.2 million in contractual interest for the year ended December 31, 2021. The effective interest rate for the convertible note is 1.5%.

The 2026 Notes were not eligible for conversion as of December 31, 2021. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Derivative Instruments and Hedging Activities Disclosure [Abstract]

CONTINGENT FORWARD CONTRACTS

12 Months Ended

Dec. 31, 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 10 “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 year ended December 31, 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 December 31, 2020.

As discussed in Note 10 “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 10 - 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 $1,444.9 million 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 year ended December 31, 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 December 31, 2021.


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 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.

STOCKHOLDERS’ EQUITY (DEFICIT) - Common Stock Reserved for Issuance (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	210,204,258	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
Stock options outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	64,119,902	70,675,318
Restricted stock units outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	48,234,611	0
Shares available for future grants under equity plans
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	16,761,960	10,526,235
If-converted common shares from convertible note
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	36,737,785	0

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 6,262,905	$ 614,412
Accounts receivable, net	3,148	260
Short-term investments	0	505
Inventory	127,250	1,043
Prepaid expenses	70,346	21,840
Other current assets	43,328	24,496
Total current assets	6,506,977	662,556
Property, plant and equipment, net	1,182,153	713,274
Right-of-use assets	161,974	0
Other noncurrent assets	30,609	26,851
TOTAL ASSETS	7,881,713	1,402,681
Current liabilities:
Accounts payable	41,342	17,333
Accrued compensation	32,364	16,197
Finance lease liabilities, current portion	4,183	0
Other current liabilities	318,212	151,753
Total current liabilities	396,101	185,283
Convertible preferred stock warrant liability	0	2,960
Finance lease liabilities, net of current portion	6,083	0
Common stock warrant liability	1,394,808	0
Long-term debt	1,986,791	0
Other long-term liabilities	188,575	39,139
Total liabilities	3,972,358	227,382
Commitments and contingencies (Note 15)
CONVERTIBLE PREFERRED STOCK
Convertible preferred stock, $0.0001 par value; 0 and 1,058,949,780 shares authorized as of December 31, 2021 and 2020, respectively; 0 and 957,159,704 shares issued and outstanding as of December 31, 2021 and 2020, respectively; liquidation preference of $0, and $3,497,913 as of December 31, 2021 and 2020, respectively	0	2,494,076
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.0001; 10,000,000 and 0 shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively	0	0
Common stock, par value $0.0001; 15,000,000,000 and 1,189,800,259 shares authorized as of December 31, 2021 and 2020, respectively; 1,648,413,415 and 28,791,702 shares issued and 1,647,555,590 and 28,791,702 outstanding as of December 31, 2021 and 2020, respectively	165	3
Additional paid-in capital	9,995,778	38,113
Treasury stock, at cost, 857,825 and 0 shares at December 31, 2021 and 2020, respectively	(20,716)	0
Accumulated deficit	(6,065,872)	(1,356,893)
Total stockholders' equity (deficit)	3,909,355	(1,318,777)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 7,881,713	$ 1,402,681

EARNBACK SHARES AND WARRANTS (Details)			3 Months Ended
EARNBACK SHARES AND WARRANTS (Details)	Sep. 29, 2021 day	Jul. 23, 2021 day tranche $ / shares shares	Dec. 23, 2021 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 warrants, number of tranches \| tranche		3
Sponsor earnback shares, number of tranches \| tranche		3
Threshold trading days \| day	40	40
Threshold consecutive trading days \| day	60	60
Sponsor earnback shares vested (in shares)			17,250,000
Sponsor earnback warrants vested (in shares)			14,783,333
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
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

BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 1,268,166	$ 738,045
Less accumulated depreciation and amortization	(86,013)	(24,771)
Property, plant, and equipment — net	1,182,153	713,274
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	1,050	1,050
Building and improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	195,952	0
Machinery, Tooling and Vehicles
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	601,791	28,830
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	27,968	15,716
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	135,533	47,187
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	15,352	4,503
Capital leases
Property, Plant and Equipment [Line Items]
Property, plant, and equipment		3,908
Finance leases
Property, Plant and Equipment [Line Items]
Finance leases	13,601
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 276,919	$ 636,851

BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Engineering, design, and testing accrual	$ 33,950	$ 42,518
Construction in progress	92,590	43,115
Retail leasehold improvements accrual	15,796	6,114
Other professional services accrual	13,944	9,083
Tooling liability	23,966	15,243
Series B convertible preferred stock repurchase liability	0	3,000
Short-term insurance financing note	15,281	980
Operating lease liabilities, current portion	11,056	0
Other current liabilities	111,629	31,700
Total other current liabilities	$ 318,212	$ 151,753

LONG-TERM DEBT -Schedule of Convertible Debt (Details) - 1.25% Convertible Senior Notes, Due December 2026 $ in Millions	Dec. 31, 2021 USD ($)
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount	$ 2,012.5
Convertible Debt, Total	$ 1,986.8

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Fair Value Assumptions (Details)	Dec. 31, 2020 year
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	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	1.5
Maximum \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0012

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 27,111	$ 3,976	$ 4,590
Costs and expenses
Cost of revenue	154,897	3,070	3,926
Research and development	750,185	511,110	220,223
Selling, general and administrative	652,475	89,023	38,375
Total cost and expenses	1,557,557	603,203	262,524
Loss from operations	(1,530,446)	(599,227)	(257,934)
Other income (expense), net:
Change in fair value of forward contracts	(454,546)	(118,382)	(15,053)
Change in fair value of stock warrants liability		(1,200)
Transaction costs expensed	(2,717)	0	0
Interest expense	(1,374)	(64)	(8,547)
Other (expense) income, net	(893)	(690)	4,606
Total other expense, net	(1,049,266)	(120,341)	(19,400)
Loss before provision for (benefit from) income taxes	(2,579,712)	(719,568)	(277,334)
Provision for (benefit from) income taxes	49	(188)	23
Net loss	(2,579,761)	(719,380)	(277,357)
Comprehensive loss	(2,579,761)	(719,380)	(277,357)
Deemed dividend related to the issuance of convertible preferred stock	(2,167,332)	0	0
Net loss attributable to common stockholders	$ (4,747,093)	$ (705,596)	$ (269,422)
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares)	740,393,759	24,825,944	20,595,229
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares)	740,393,759	24,825,944	20,595,229
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (6.41)	$ (28.42)	$ (13.08)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (6.41)	$ (28.42)	$ (13.08)
Series B
Other income (expense), net:
Deemed contribution related to repurchase of convertible preferred stock	$ 0	$ 1,000	$ 0
Series C
Other income (expense), net:
Deemed contribution related to repurchase of convertible preferred stock	0	12,784	7,935
Change in fair value of convertible preferred stock warrant liability
Other income (expense), net:
Change in fair value of stock warrants liability	(6,976)	(1,205)	(406)
Change in fair value of common stock warrant liability
Other income (expense), net:
Change in fair value of stock warrants liability	$ (582,760)	$ 0	$ 0

STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended		5 Months Ended	12 Months Ended
	Jul. 23, 2021 $ / shares shares	Oct. 31, 2021 $ / shares shares	Feb. 28, 2021 USD ($) $ / shares	Dec. 31, 2021 vote $ / shares shares	Dec. 31, 2021 USD ($) vote $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jul. 22, 2021 shares	Sep. 30, 2017 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000	0
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)				0	0	0
Preferred stock, shares outstanding (in shares)				0	0	0
Reverse recapitalization, shares issued (in shares)	425,395,023
Common stock, shares outstanding (in shares)	1,618,621,534			1,647,555,590	1,647,555,590	28,791,702		207,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Number of votes allowed per share \| vote				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)					41,034,197
Warrants exercised, cashless (in shares)					25,966,976
Proceeds from the exercise of public warrants \| $			$ 3,000		$ 173,273	$ 0	$ 0
Warrants redeemed (in shares)					365,803
Warrant, redemption price (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Shares repurchased (in shares)		857,825
Shares repurchased, repurchase price (in dollars per share) \| $ / shares		$ 24.15
Public Warrants
Class of Stock [Line Items]
Number of warrants (in shares)	41,400,000			0	0			41,400,000
Warrants exercised (in shares)				41,034,197
Warrants redeemed (in shares)				365,803
Legacy Preferred Shareholders
Class of Stock [Line Items]
Stock converted, after exchange ratio (in shares)	1,155,909,367
Employees
Class of Stock [Line Items]
Shares repurchased (in shares)		712,742
Directors of Atieva
Class of Stock [Line Items]
Shares repurchased (in shares)		145,083

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Series C

Series E

Series B

Series D

Common Stock

Additional Paid-In Capital

Treasury Stock

Accumulated Deficit

Preferred stock, beginning balance (in shares) at Dec. 31, 2018

^[1]

137,248,112

Preferred stock, beginning balance at Dec. 31, 2018

$ 259,960

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(9,442,858)

Repurchase of convertible preferred stock

$ (47,531)

Extinguishment of Series C convertible preferred stock

$ (10,404)

Issuance of convertible preferred shares (in shares)

^[1]

374,777,280

Issuance of convertible preferred shares

$ 871,985

Preferred stock, ending balance (in shares) at Dec. 31, 2019

^[1]

502,582,534

Preferred stock, ending balance at Dec. 31, 2019

$ 1,074,010

Beginning balance (in shares) at Dec. 31, 2018

20,165,672

Beginning balance at Dec. 31, 2018

(359,860)

$ 2

$ 294

$ 0

$ (360,156)

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

Net loss

(277,357)

Repurchase of Series C convertible preferred stock

(2,469)

Extinguishment and reclassification of convertible preferred stock

10,404

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

1,123,069

Issuance of common stock upon exercise of stock options

483

Stock-based compensation

7,719

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

21,288,741

Ending balance at Dec. 31, 2019

$ (621,080)

$ 2

16,431

(637,513)

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(11,507,389)

Repurchase of convertible preferred stock

$ (24,885)

Extinguishment of Series C convertible preferred stock

$ (4,000)

Issuance of convertible preferred shares (in shares)

^[1]

301,092,346

164,992,213

Issuance of convertible preferred shares

$ 898,932

$ 400,000

Settlement of Series D contingent forward contract liability

$ 110,456

$ 39,563

Preferred stock, ending 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, ending balance at Dec. 31, 2020

$ 2,494,076

$ 137,475

$ 1,009,388

$ 23,740

$ 1,311,548

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

Net loss

(719,380)

Repurchase of Series C convertible preferred stock

12,784

Extinguishment and reclassification of convertible preferred stock

$ 1,000

1,000

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

7,502,955

7,502,961

Issuance of common stock upon exercise of stock options

$ 3,285

$ 1

3,284

Stock-based compensation

$ 4,614

4,614

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

28,791,702

Ending balance at Dec. 31, 2020

$ (1,318,777)

$ 3

38,113

(1,356,893)

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of convertible preferred shares (in shares)

167,273,525

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

Stock-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 Dec. 31, 2021

^[1]

Preferred stock, ending balance at Dec. 31, 2021

$ 0

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

Net loss

(2,579,761)

Issuance of Series E convertible preferred stock

(2,151,613)

(22,395)

(2,129,218)

Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (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 and common stock warrants 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 and sale of common stock for tax withholdings of employee RSUs

(22,063)

Shares repurchased (in shares)

(857,825)

Treasury stock repurchase

$ (20,716)

(20,716)

Issuance of common stock upon vesting of employee RSUs (in shares)

601,176

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

26,640,121

Issuance of common stock upon exercise of common stock warrants

$ 173,273

$ 3

173,270

Redemption of public warrants

$ (4)

(4)

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

11,076,026

Issuance of common stock upon exercise of stock options

$ 8,132

$ 1

8,131

Stock-based compensation

$ 393,143

393,143

Ending balance (in shares) at Dec. 31, 2021

1,647,555,590

Ending balance at Dec. 31, 2021

$ 3,909,355

$ 165

9,995,778

(20,716)

(6,065,872)

Preferred stock, beginning balance (in shares) at Jul. 22, 2021

437,182,072

Beginning balance (in shares) at Jul. 22, 2021

207,000,000

Ending balance (in shares) at Jul. 23, 2021

1,618,621,534

Preferred stock, beginning balance (in shares) at Jul. 22, 2021

437,182,072

Preferred stock, ending balance (in shares) at Dec. 31, 2021

^[1]

Preferred stock, ending balance at Dec. 31, 2021

$ 0

Beginning balance (in shares) at Jul. 22, 2021

207,000,000

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

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

1,155,909,367

Ending balance (in shares) at Dec. 31, 2021

1,647,555,590

Ending balance at Dec. 31, 2021

$ 3,909,355

$ 165

$ 9,995,778

$ (20,716)

$ (6,065,872)

[1]

EARNBACK SHARES AND WARRANTS	12 Months Ended
EARNBACK SHARES AND WARRANTS	Dec. 31, 2021
Equity [Abstract]
EARNBACK SHARES AND WARRANTS	EARNBACK SHARES AND WARRANTS During 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 earnback triggering events related to achieving a volume-weighted average trading sale price 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 were satisfied on September 29, 2021, December 8, 2021, and December 23, 2021, respectively. As a result, 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 were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions.

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 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):


	Year Ended December 31,
	2021		2020		2019
Net loss	$	(2,579,761)	$	(719,380)	$	(277,357)
Deemed contribution related to repurchase of Series B convertible preferred stock	—		1,000		—
Deemed contribution related to repurchase of Series C convertible preferred stock	—		12,784		7,935
Deemed dividend related to the issuance of Series E convertible preferred stock	(2,167,332)		—		—
Net loss attributable to common stockholders	$	(4,747,093)	$	(705,596)	$	(269,422)

Weighted-average shares outstanding—basic and diluted	740,393,759		24,825,944		20,595,229

Net loss per share:
Basic and diluted	$	(6.41)	$	(28.42)	$	(13.08)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
Excluded Securities	2021	2020	2019
Convertible preferred stock (on an as-converted basis)	—	957,159,704	502,582,535
Convertible preferred stock warrants (on an as-converted basis)	—	1,546,799	1,546,799
Private warrants to purchase common stock	44,350,000	—	—
Options outstanding to purchase common stock	64,119,902	70,675,318	69,305,845
RSUs outstanding	32,210,200	—	—
If-converted common shares from convertible note	36,737,785	—	—
Total	177,417,887	1,029,381,821	573,435,179

LEASES

12 Months Ended

Dec. 31, 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 and vehicles, 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 December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	161,974

Other current liabilities	$	11,056
Other long-term liabilities	185,323
Total operating lease liabilities	$	196,379

Finance leases:
Property, plant and equipment, net	10,567
Total finance lease assets	$	10,567

Finance lease liabilities, current portion	$	4,183
Finance lease liabilities, net of current portion	6,083
Total finance lease liabilities	$	10,266

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


	Year Ended December 31, 2021
Operating lease expense:
Operating lease expense (1)	$	31,097
Variable lease expense	2,406

Finance lease expense:
Amortization of leased assets	$	3,020
Interest on lease liabilities	460
Total finance lease expense	$	3,480
Total lease expense	$	36,983

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

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


	As of December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.8
Finance leases	2.5

Weighted-average discount rate:
Operating leases	10.98	%
Finance leases	5.58	%

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


	Year Ended December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,019
Operating cash flows from finance leases (interest payments)	460
Financing cash flows from finance leases	3,088
Leased assets obtained in exchange for new operating lease liabilities	84,078
Leased assets obtained in exchange for new finance lease liabilities	9,693

As of December 31, 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
2022	$	32,075	$	4,628
2023	38,898		4,275
2024	39,346		1,674
2025	38,525		210
2026	34,791		196
Thereafter	117,215		—
Total minimum lease payments	300,850		10,983
Less: Interest	(104,471)		(717)
Present value of lease obligations	196,379		10,266
Less: Current portion	11,056		4,183
Long-term portion of lease obligations	$	185,323	$	6,083

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 December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	161,974

Other current liabilities	$	11,056
Other long-term liabilities	185,323
Total operating lease liabilities	$	196,379

Finance leases:
Property, plant and equipment, net	10,567
Total finance lease assets	$	10,567

Finance lease liabilities, current portion	$	4,183
Finance lease liabilities, net of current portion	6,083
Total finance lease liabilities	$	10,266

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


	Year Ended December 31, 2021
Operating lease expense:
Operating lease expense (1)	$	31,097
Variable lease expense	2,406

Finance lease expense:
Amortization of leased assets	$	3,020
Interest on lease liabilities	460
Total finance lease expense	$	3,480
Total lease expense	$	36,983

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

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


	As of December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.8
Finance leases	2.5

Weighted-average discount rate:
Operating leases	10.98	%
Finance leases	5.58	%

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


	Year Ended December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,019
Operating cash flows from finance leases (interest payments)	460
Financing cash flows from finance leases	3,088
Leased assets obtained in exchange for new operating lease liabilities	84,078
Leased assets obtained in exchange for new finance lease liabilities	9,693

As of December 31, 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
2022	$	32,075	$	4,628
2023	38,898		4,275
2024	39,346		1,674
2025	38,525		210
2026	34,791		196
Thereafter	117,215		—
Total minimum lease payments	300,850		10,983
Less: Interest	(104,471)		(717)
Present value of lease obligations	196,379		10,266
Less: Current portion	11,056		4,183
Long-term portion of lease obligations	$	185,323	$	6,083

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

CONTINGENT FORWARD CONTRACTS (Tables)

12 Months Ended

Dec. 31, 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 fair value of the private warrants that were subject to the contingent forfeiture provisions were as follows:


	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	$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	17.92

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, and were as follows:


	December 31, 2021		July 23, 2021
Fair value of private warrants per share	$	31.45	$	18.44

The level 3 fair value inputs used in the Monte-Carlo simulation models and Black-Scholes option pricing models were as follows:


	December 31, 2021		July 23, 2021
Volatility	85.00	%	80.00	%
Expected term (in years)	4.6		5.0
Risk-free rate	1.20	%	0.72	%
Dividend yield	—	%	—	%

LEASES (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	161,974

Other current liabilities	$	11,056
Other long-term liabilities	185,323
Total operating lease liabilities	$	196,379

Finance leases:
Property, plant and equipment, net	10,567
Total finance lease assets	$	10,567

Finance lease liabilities, current portion	$	4,183
Finance lease liabilities, net of current portion	6,083
Total finance lease liabilities	$	10,266

Schedule of Lease, Cost

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


	Year Ended December 31, 2021
Operating lease expense:
Operating lease expense (1)	$	31,097
Variable lease expense	2,406

Finance lease expense:
Amortization of leased assets	$	3,020
Interest on lease liabilities	460
Total finance lease expense	$	3,480
Total lease expense	$	36,983

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

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


	As of December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.8
Finance leases	2.5

Weighted-average discount rate:
Operating leases	10.98	%
Finance leases	5.58	%

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


	Year Ended December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,019
Operating cash flows from finance leases (interest payments)	460
Financing cash flows from finance leases	3,088
Leased assets obtained in exchange for new operating lease liabilities	84,078
Leased assets obtained in exchange for new finance lease liabilities	9,693

Schedule of Lessee, Operating Lease, Liability, Maturity

As of December 31, 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
2022	$	32,075	$	4,628
2023	38,898		4,275
2024	39,346		1,674
2025	38,525		210
2026	34,791		196
Thereafter	117,215		—
Total minimum lease payments	300,850		10,983
Less: Interest	(104,471)		(717)
Present value of lease obligations	196,379		10,266
Less: Current portion	11,056		4,183
Long-term portion of lease obligations	$	185,323	$	6,083

Schedule of Finance Lease, Liability, Fiscal Year Maturity

As of December 31, 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
2022	$	32,075	$	4,628
2023	38,898		4,275
2024	39,346		1,674
2025	38,525		210
2026	34,791		196
Thereafter	117,215		—
Total minimum lease payments	300,850		10,983
Less: Interest	(104,471)		(717)
Present value of lease obligations	196,379		10,266
Less: Current portion	11,056		4,183
Long-term portion of lease obligations	$	185,323	$	6,083

Schedule of Future Minimum Lease Payments for Capital Leases

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

Schedule of Future Minimum Rental Payments for Operating Leases

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

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

Dec. 31, 2021

USD ($)

Jul. 22, 2021

Feb. 28, 2021

Dec. 31, 2020

USD ($)

$ / shares

Dec. 31, 2019

USD ($)

Dec. 31, 2018

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

957,159,704

^[1]

502,582,534

^[1]

137,248,112

^[1]

Convertible preferred stock, liquidation preference amount | $

$ 0

$ 2,494,076

$ 1,074,010

$ 259,960

$ 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

$ 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

$ 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

$ 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

$ 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

$ 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]

STOCK-BASED AWARDS - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Options
Balance - beginning of period (in shares)	70,675,318	69,305,845
Options granted (in shares)	8,402,925	23,820,351
Options exercised (in shares)	(11,076,026)	(7,502,955)
Options canceled (in shares)	(3,882,315)	(14,947,923)
Balance - end of period (in shares)	64,119,902	70,675,318	69,305,845
Weighted Average Exercise Price
Balance - beginning of period (in dollars per share)	$ 1.08	$ 0.84	$ 0.60
Options granted (in dollars per share)	2.85	1.16
Options exercised (in dollars per share)	0.74	0.43
Options canceled (in dollars per share)	1.55	0.44
Balance - end of period (in dollars per share)	$ 1.08	$ 0.84	$ 0.60
Additional Disclosures
Options outstanding, weighted average remaining contractual term	6 years 7 months 6 days	7 years 9 months 18 days	6 years 3 months 18 days
Options outstanding, intrinsic value	$ 2,370,666	$ 118,155	$ 21,236
Options vested and exercisable, number of options (in shares)	42,924,175
Options vested and exercisable, weighted average exercise price (in dollars per share)	$ 0.79
Options vested and exercisable, weighted average remaining contractual term	5 years 7 months 6 days
Options vested and exercisable, intrinsic value	$ 1,599,512

DESCRIPTION OF BUSINESS (Details) - USD ($)		12 Months Ended
DESCRIPTION OF BUSINESS (Details) - USD ($)	Jul. 23, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss		$ (2,579,761,000)	$ (719,380,000)	$ (277,357,000)
Accumulated deficit		(6,065,872,000)	$ (1,356,893,000)
Proceeds from reverse recapitalization, net of transaction costs	$ 4,400,300,000
1.25% Convertible Senior Notes, Due December 2026
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		2,012,500,000
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		$ 2,012,500,000
Interest rate		1.25%

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

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Schedule Of Reverse Recapitalization [Line Items]

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

+ References + Details

STOCKHOLDERS’ EQUITY (DEFICIT) - Public Common Stock Warrants (Details) - shares	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Class Of Warrant Or Right [Roll Forward]
Warrants exercised (in shares)		(41,034,197)
Public warrants redeemed (in shares)		(365,803)
Public Warrants
Class Of Warrant Or Right [Roll Forward]
Beginning of warrants (in shares)	41,400,000
Warrants exercised (in shares)	(41,034,197)
Public warrants redeemed (in shares)	(365,803)
Ending of warrants (in shares)	0	0

RELATED PARTY TRANSACTIONS (Details) $ in Millions	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) $ in Millions	Dec. 31, 2021 USD ($)
Klein
Related Party Transaction [Line Items]
Common stock, ownership percentage, more than	5.00%
Klein
Related Party Transaction [Line Items]
Related party transaction, amount of transaction	$ 2.3

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

12 Months Ended

Jul. 23, 2021

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Jul. 22, 2021

USD ($)

Dec. 31, 2018

^[1]

Common stock, shares, issued (in shares)

1,648,413,415

28,791,702

451,295,965

Common stock, shares outstanding (in shares)

1,618,621,534

1,647,555,590

28,791,702

207,000,000

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 issued (in shares)

957,159,704

437,182,072

Convertible preferred stock, shares outstanding (in shares)

^[1]

957,159,704

^[1]

502,582,534

^[1]

437,182,072

137,248,112

Options outstanding (in shares)

64,119,902

70,675,318

69,305,845

25,764,610

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

Stock repurchased during period, shares (in shares)

21,644

Stock repurchased during period, value | $

$ 200

Proceeds from the reverse recapitalization | $

4,439,200

$ 4,439,153

$ 0

Cash received upon completion of merger | $

2,070,100

Cash | $

6,262,905

614,412

351,684

$ 400

Payments for repurchase of common stock | $

$ 200

20,716

Shares repurchased (in shares)

21,644

Reverse recapitalization transaction costs paid to date | $

$ 131,400

Reverse recapitalization, transaction costs incurred | $

$ 38,900

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

36,200

Transaction costs expensed | $

2,700

$ 2,717

$ 0

Proceeds from reverse recapitalization, net of transaction costs | $

$ 4,400,300

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]

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of December 31, 2021, and 2020, the Company had $286.0 million and $406.1 million in commitments related to the Arizona manufacturing plant and equipment. These commitments represent future expected payments on open purchase orders entered into as of December 31, 2021 and 2020.

The Company entered into a non-cancellable purchase commitment to purchase battery cells over the next 4 years. 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 December 31, 2021 is as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2022	$	201,080
2023	201,080
2024	201,080
2025	201,080
Total	$	804,320

Legal Matters

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief.

Beginning on April 18, 2021, two individual actions and two putative class actions were filed in federal courts in Alabama, California, New Jersey and Indiana, asserting claims under the federal securities laws against the Company (f/k/a Churchill Capital Corp IV), its wholly owned subsidiary, Atieva, Inc. (“Lucid Motors”), and certain current and former officers and directors of the Company, generally relating to the Merger. On September 16, 2021, the plaintiff in the New Jersey action voluntarily dismissed that lawsuit. The remaining actions were ultimately transferred to the Northern District of California and consolidated under the caption, In re CCIV / Lucid Motors Securities Litigation, Case No. 4:21-cv-9323-YGR (the “Consolidated Class Action”). On December 30, 2021, lead plaintiffs in the Consolidated Class Action filed a revised amended consolidated complaint (the “Complaint”), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders who purchased stock in CCIV between February 5, 2021 and February 22, 2021. The Complaint names as defendants Lucid Motors and the Company’s chief executive officer, and generally alleges that, prior to the public announcement of the Merger, defendants purportedly made false or misleading statements regarding the expected start of production for the Lucid Air and related matters. The Complaint seeks certification of the action as a class action as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The Company moved to dismiss the Complaint on February 14, 2022. The Company believes that the plaintiffs’ claims are without merit and intends to defend itself vigorously, but the Company cannot ensure that defendants’ efforts to dismiss the Complaint will be successful or that it will avoid liability in these matters.

On December 3, 2021, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to an investigation by the SEC. Although there is no assurance as to the scope or outcome of this matter, the investigation appears to concern the business combination between the Company (f/k/a Churchill Capital Corp. IV) and Atieva, Inc. and certain projections and statements. The Company is cooperating fully with the SEC in its review.

At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably.

On January 26, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Churchill Capital Corporation IV, et al., 4:22-cv-00531-SK (N.D. Cal.). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the complaint asserts claims for unjust enrichment, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement and waste of corporate assets and a claim for contribution under Sections 10(b) and 21D of the Exchange Act in connection with the Consolidated Class Action. The Complaint seeks compensatory damages, interest thereon, certain corporate governance reforms, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the action.

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 $30.4 million and $15.5 million as of December 31, 2021 and 2020, respectively, for which no liabilities are recorded on the consolidated balance sheets.

FAIR VALUE MEASUREMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Common stock warrant liability	$ 0	$ 2,960
Common stock warrant liability
Liabilities:
Common stock warrant liability	1,394,808
Fair Value, Recurring
Assets:
Total assets	6,102,017	505
Liabilities:
Total liabilities	1,394,808	2,960
Fair Value, Recurring \| Convertible preferred stock warrant liability
Liabilities:
Common stock warrant liability		2,960
Fair Value, Recurring \| Money market fund
Assets:
Assets	6,102,017
Fair Value, Recurring \| Certificates of deposit
Assets:
Assets		505
Level 1 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	0
Level 1 \| Convertible preferred stock warrant liability
Liabilities:
Common stock warrant liability		0
Level 1 \| Fair Value, Recurring
Assets:
Total assets	6,102,017	0
Liabilities:
Total liabilities	0	0
Level 1 \| Fair Value, Recurring \| Money market fund
Assets:
Assets	6,102,017
Level 1 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Assets		0
Level 2 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	0
Level 2 \| Fair Value, Recurring
Assets:
Total assets	0	505
Liabilities:
Total liabilities	0	0
Level 2 \| Fair Value, Recurring \| Convertible preferred stock warrant liability
Liabilities:
Common stock warrant liability		0
Level 2 \| Fair Value, Recurring \| Money market fund
Assets:
Assets	0
Level 2 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Assets		505
Level 3 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	1,394,808
Level 3 \| Fair Value, Recurring
Assets:
Total assets	0	0
Liabilities:
Total liabilities	1,394,808	2,960
Level 3 \| Fair Value, Recurring \| Convertible preferred stock warrant liability
Liabilities:
Common stock warrant liability		2,960
Level 3 \| Fair Value, Recurring \| Money market fund
Assets:
Assets	$ 0
Level 3 \| Fair Value, Recurring \| Certificates of deposit
Assets:
Assets		$ 0

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of loss before income taxes for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands):


	2021		2020		2019
Loss subject to domestic income taxes	$	(2,580,324)	$	(719,636)	$	(277,244)
Income (loss) subject to foreign income taxes	612		68		(90)
	$	(2,579,712)	$	(719,568)	$	(277,334)

The Company recorded an income tax provision/(benefit) of $49 thousand, $(188) thousand and $23 thousand in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2021, 2020, and 2019, respectively, as follows (in thousands):


	2021		2020		2019
Current
Federal	$	18	$	—	$	—
State	4		5		—
Foreign	27		(193)		23
Total current tax expense (benefit)	$	49	$	(188)	$	23
Deferred
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
Total deferred tax expense (benefit)	$	—	$	—	$	—
Total income tax expense (benefit)	$	49	$	(188)	$	23

The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2021, 2020, and 2019 was as follows:


	Year Ended December 31,
	2021	2020	2019
Statutory federal income tax rate	21.0%	21.0%	21.0%
Stock-based compensation	(2.9)	(0.2)	(0.2)
Mark-to-market adjustment	(8.5)	(3.4)	(1.1)
Nondeductible expenses	(0.3)	(0.1)	(0.8)
Tax credits	0.7	2.8	1.9
Change in valuation allowance	(10.0)	(20.1)	(20.8)
Provision for income taxes	—%	—%	—%

The effective tax rate was 0.0% for the years ended December 31, 2021, 2020 and 2019. The amount of income tax expense (benefit) differs from the expected benefit due to the impact of the U.S. valuation allowance.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020, are as follows (in thousands):


	2021		2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	519,410	$	265,799
Tax credit carryforwards	71,783		40,454
Stock-based compensation expense	22,559		2,554
Depreciation	(20,180)		499
Accrued compensation and vacation	3,774		2,498
Interest	—		489
Tenant improvement allowance	—		8,777
Accruals and reserves	59,894		39,502
Lease Liability	52,592		—
Right-of-use assets	(41,707)		—
Other	4,773		1
Total net deferred tax assets	672,898		360,573
Valuation allowance	(672,898)		(360,573)
Net deferred tax assets	—		—
Net deferred tax assets (liabilities)	$	—	$	—

The Company does not provide deferred tax liabilities when it intends to reinvest earnings of its foreign subsidiaries indefinitely. As of December 31, 2021, and 2020, the Company has no undistributed earnings from its foreign subsidiaries.

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized in a particular tax jurisdiction. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a deferred tax asset. Judgment must be used in considering the relative impact of negative and positive evidence.

Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and the accumulated deficit, as of December 31, 2021 and 2020, the Company provided a full valuation allowance against its U.S. and state deferred tax assets. The valuation allowance for deferred tax assets was $672.9 million and $360.6 million, as of December 31, 2021 and 2020, respectively. The valuation allowance on our net deferred taxes increased by $312.3 million and increased by $185.8 million during the years ended December 31, 2021 and 2020, respectively.

The Company had federal, state, and foreign net operating loss carryforwards of approximately $2,003.0 million, $922.7 million, and $2.0 million, respectively, as of December 31, 2021, which will begin to expire at various dates beginning in 2022, if not utilized. The Company also had federal and state tax research and development tax credit carryforwards of approximately $80.5 million and $63.1 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in 2034, if not utilized. The state research and development tax credit carryforwards do not expire.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and certain credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and certain credits may be limited as prescribed under.

Internal Revenue Code Section 382, which provide for limitations on net operating losses carryforwards and certain built in losses following ownership changes, and Section 383, which provides for special limitations on certain excess credits, etc. (collectively, “IRC Section 382”). Utilization of the carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions, resulting in a reduction in the gross deferral tax assets before considering the valuation allowance. We have completed a formal Section 382 study of our equity transactions through December 31, 2020. The study determined that we experienced an “ownership change” in 2016, and we will not be able to utilize approximately $12 million of our gross U.S. federal NOL and $15 million of gross U.S. federal research and development tax credit (or $3 million in net credit) carryforwards.

The Company files U.S., state, and foreign income tax returns with varying statutes of limitations. The federal, state, and foreign returns statute of limitations remains open for tax years from 2008 and thereafter. There are currently no income tax audits underway by U.S., state, or foreign tax authorities.

Uncertain Tax Positions

As of December 31, 2021, 2020, and 2019, the total amount of unrecognized tax benefits was approximately $72.3 million, $42.9 million, and $20.6 million, respectively, of which $0.5 million, $2.6 million and $2.6 million, if recognized for respective periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits within the next 12 months.

The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	December 31,
	2021		2020		2019
Unrecognized benefit—beginning of period	$	42,894	$	20,635	$	11,647
Gross increases—prior-period tax positions	—		21		4
Gross decreases—prior-period tax positions	—		(2)		—
Gross increases—current-period tax positions	31,336		22,382		8,995
Gross decrease—current-period tax positions	—		—		(11)
Statute lapse	(1,900)		(142)		—
Unrecognized benefit—end of period	$	72,330	$	42,894	$	20,635

Related to the unrecognized tax benefits above, the Company recognized interest expense and penalty expense as part of income tax expenses in the consolidated statements of operations according to the following table (in thousands):


	Year Ended December 31,
	2021		2020		2019
Interest expense	$	—	$	(45)	$	16
Penalty expense	(3)		(20)		1

As of December 31, 2021, the Company has recognized a liability for interest expense and penalties of $60 thousand and $7 thousand, respectively, which is included within income tax liabilities in the consolidated balance sheet.

On February 9, 2022, the California governor signed into law the 2022 Budget Act, which restores net operating losses deduction and eliminates the $5.0 million annual cap on research credit, effective for tax years beginning 2022. The Company is continuing to assess the 2022 Budget Act, but currently does not expect any material impact to the 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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) segment installment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Allowance for doubtful accounts	$ 0	$ 0
Short-term investments	0	505,000
Impairment of long-lived assets	$ 0	$ 0	$ 0
Number of performance obligations \| installment	2
Basic vehicle warranty term	4 years
Accounting standards update [Extensible Enumeration]		Accounting Standards Update 2016-02 [Member]
Prepaid expenses	$ (70,346,000)	$ (21,840,000)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets				$ 91,000,000
Lease, liability				122,800,000
Prepaid expenses		$ 180,000		200,000
Other liabilities				$ 31,800,000

COMMON STOCK WARRANT LIABILITY

12 Months Ended

Dec. 31, 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 of $1,394.8 million as of December 31, 2021, resulting in a loss of $582.8 million for the year ended December 31, 2021 recognized in the consolidated statements of operations.

The 44,350,000 private warrants included the 14,783,333 Sponsor Earnback Warrants subject to the contingent forfeiture provisions. The earnback triggering events were satisfied during the year ended December 31, 2021 such that the 14,783,333 Sponsor Earnback Warrants vested and are no longer subject to the transfer restrictions and contingent forfeiture provisions. See Note 12 - Earnback Shares and Warrants for more information.

The fair value of the private warrants that were subject to the contingent forfeiture provisions was initially estimated using a Monte-Carlo simulation to estimate a distribution of potential outcomes over the earnback period related to the achievement of the volume-weighted average trading sale price (the “VWAP”) thresholds. 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 fair value of the private warrants that were subject to the contingent forfeiture provisions were as follows:


	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	$	18.07
Fair value of Tranche 3 with $30.00 VWAP threshold per share	$	17.92

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, and were as follows:


	December 31, 2021		July 23, 2021
Fair value of private warrants per share	$	31.45	$	18.44

Assumptions used in the Monte-Carlo simulation models and Black-Scholes option pricing model take 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 Monte-Carlo simulation models and Black-Scholes option pricing models were as follows:


	December 31, 2021		July 23, 2021
Volatility	85.00	%	80.00	%
Expected term (in years)	4.6		5.0
Risk-free rate	1.20	%	0.72	%
Dividend yield	—	%	—	%

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Loss Income before Income Tax

The components of loss before income taxes for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands):


	2021		2020		2019
Loss subject to domestic income taxes	$	(2,580,324)	$	(719,636)	$	(277,244)
Income (loss) subject to foreign income taxes	612		68		(90)
	$	(2,579,712)	$	(719,568)	$	(277,334)

Schedule of Components of Income Tax Expense (Benefit)


	2021		2020		2019
Current
Federal	$	18	$	—	$	—
State	4		5		—
Foreign	27		(193)		23
Total current tax expense (benefit)	$	49	$	(188)	$	23
Deferred
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
Total deferred tax expense (benefit)	$	—	$	—	$	—
Total income tax expense (benefit)	$	49	$	(188)	$	23

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2021, 2020, and 2019 was as follows:


	Year Ended December 31,
	2021	2020	2019
Statutory federal income tax rate	21.0%	21.0%	21.0%
Stock-based compensation	(2.9)	(0.2)	(0.2)
Mark-to-market adjustment	(8.5)	(3.4)	(1.1)
Nondeductible expenses	(0.3)	(0.1)	(0.8)
Tax credits	0.7	2.8	1.9
Change in valuation allowance	(10.0)	(20.1)	(20.8)
Provision for income taxes	—%	—%	—%

Schedule of Components of Deferred Tax Assets

Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020, are as follows (in thousands):


	2021		2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	519,410	$	265,799
Tax credit carryforwards	71,783		40,454
Stock-based compensation expense	22,559		2,554
Depreciation	(20,180)		499
Accrued compensation and vacation	3,774		2,498
Interest	—		489
Tenant improvement allowance	—		8,777
Accruals and reserves	59,894		39,502
Lease Liability	52,592		—
Right-of-use assets	(41,707)		—
Other	4,773		1
Total net deferred tax assets	672,898		360,573
Valuation allowance	(672,898)		(360,573)
Net deferred tax assets	—		—
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	December 31,
	2021		2020		2019
Unrecognized benefit—beginning of period	$	42,894	$	20,635	$	11,647
Gross increases—prior-period tax positions	—		21		4
Gross decreases—prior-period tax positions	—		(2)		—
Gross increases—current-period tax positions	31,336		22,382		8,995
Gross decrease—current-period tax positions	—		—		(11)
Statute lapse	(1,900)		(142)		—
Unrecognized benefit—end of period	$	72,330	$	42,894	$	20,635

Schedule of Recognized Interest and Penalties in Income Tax Expense


	Year Ended December 31,
	2021		2020		2019
Interest expense	$	—	$	(45)	$	16
Penalty expense	(3)		(20)		1

BALANCE SHEETS COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory

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


	December 31, 2021		December 31, 2020
Raw materials	$	87,646	$	661
Work in progress	30,641		70
Finished goods (1)	8,963		312
Total inventory	$	127,250	$	1,043

(1) Finished goods inventory includes vehicles in transit to fulfill customer orders and new vehicles available for sale.

Schedule of Property, Plant and Equipment and Construction in Progress

The Company generally uses the following estimated useful lives for each asset category:


Asset Category						Life (years)
Machinery, Tooling & Vehicles						3 - 7
Computer equipment and software						3
Furniture and fixtures						5
Finance leases						3
Building and Improvements						40
Leasehold improvements						Shorter of the lease term or the estimated useful lives of the assets

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


	December 31, 2021		December 31, 2020
Land and land improvements	$	1,050	$	1,050
Building and improvements	195,952		—
Machinery, Tooling and Vehicles	601,791		28,830
Computer equipment and software	27,968		15,716
Leasehold improvements	135,533		47,187
Furniture and fixtures	15,352		4,503
Capital leases	—		3,908
Finance leases	13,601		—
Construction in progress	276,919		636,851
Total property, plant, and equipment	1,268,166		738,045
Less accumulated depreciation and amortization	(86,013)		(24,771)
Property, plant, and equipment — net	$	1,182,153	$	713,274

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


	December 31, 2021		December 31, 2020
Machinery and Tooling	$	132,943	$	414,529
Construction of Arizona plant	112,970		171,532
Leasehold improvements	31,006		50,790
Total construction in progress	$	276,919	$	636,851

Schedule of Other Current Liabilities

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


	December 31, 2021		December 31, 2020
Engineering, design, and testing accrual	$	33,950	$	42,518
Construction in progress	92,590		43,115
Retail leasehold improvements accrual	15,796		6,114
Other professional services accrual	13,944		9,083
Tooling liability	23,966		15,243
Series B convertible preferred stock repurchase liability	—		3,000
Short-term insurance financing note	15,281		980
Operating lease liabilities, current portion	11,056		—
Other current liabilities	111,629		31,700
Total other current liabilities	$	318,212	$	151,753

Schedule of Other Noncurrent Liabilities


	December 31, 2021		December 31, 2020
Deferred rent	$	—	$	28,881
Operating leases liabilities, net of current portion	185,323		—
Other long-term liabilities	3,252		10,258
Total other long-term liabilities	$	188,575	$	39,139

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

1 Months Ended

2 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

Dec. 31, 2021

Dec. 31, 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

$ 118,382,000

$ 15,053,000

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

$ 600,000,000

Issuance of convertible preferred shares (in shares)

82,496,121

82,496,092

164,992,213

^[1]

374,777,280

^[1]

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

$ 899,725,000

$ 0

Issuance of convertible preferred shares (in shares)

133,818,821

66,909,408

133,818,821

167,273,525

200,728,229

^[1]

301,092,346

^[1]

Settlement of Series D contingent forward contract liability

$ 110,456,000

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 discount to the convertible notes

$ 18,600,000

Contingent forward contract, fair value

$ 36,400,000

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

$ 1,444,900,000

110,500,000

$ 800,000

$ 722,400,000

$ 0

110,500,000

Contingent forward contract reclassified to preferred shares

$ 1,200,000,000

Contingent forward contract liability, fair value loss

$ 109,700,000

$ 454,500,000

$ 109,700,000

[1]

CONVERTIBLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 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

*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.

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021 USD ($) scenario $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jul. 23, 2021 $ / 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
Warrant fair value per share (in dollars per share) \| $ / shares			$ 1.94
Convertible preferred stock warrant liability		$ 0	$ 2,960
Proceeds from the exercise of public warrants	$ 3,000	173,273	0	$ 0
Issuance of Series D convertible preferred stock upon exercise of warrants	$ 12,900
Change in fair value of preferred stock warrant liability			1,200
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%
Change in fair value of convertible preferred stock warrant liability
Class of Warrant or Right [Line Items]
Change in fair value of preferred stock warrant liability		$ 6,976	$ 1,205	$ 406

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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

Level 1 investments consist solely of money market fund which is valued using quoted prices that are available in an active market. Level 2 investments consist solely of certificate of deposits. Level 3 liabilities consist of 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 7 “Contingent Forward Contracts,” Note 8 “Convertible Preferred Stock Warrant Liability” and Note 9 “Common Stock Warrant Liability”.


	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	6,102,017	$	—	$	—	$	6,102,017
Total assets	$	6,102,017	$	—	$	—	$	6,102,017

Liabilities:
Common stock warrant liability	$	—	$	—	$	1,394,808	$	1,394,808
Total liabilities	$	—	$	—	$	1,394,808	$	1,394,808


	Level 1		Level 2		Level 3		Total
Assets:
Short-term investment—
Certificates of deposit	$	—	$	505	$	—	$	505
Total assets	$	—	$	505	$	—	$	505

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


	Year Ended December 31, 2021						Year Ended December 31, 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		582,760		118,382		1,205
Settlement	(2,621,878)		(9,936)		—		(150,019)		—
Fair value-end of period	$	—	$	—	$	1,394,808	$	—	$	2,960