0001104659-22-051652 | POS AM | XBRL Viewer

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	%


	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


	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 - 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 - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) installment segment	Dec. 31, 2020 USD ($)	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]	us-gaap:AccountingStandardsUpdate201602Member
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				$ 91,000,000.0
Lease, liability				122,800,000
Prepaid expenses		$ 180,000		200,000
Other liabilities				$ 31,800,000

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
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

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

COMMON STOCK WARRANT LIABILITY

12 Months Ended

Dec. 31, 2021

COMMON STOCK WARRANT LIABILITY

NOTE 9—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	—	%	—	%

COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details)	Dec. 31, 2021 Y	Jul. 23, 2021 Y	Dec. 31, 2020
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input			0.5000
Volatility \| Level 3
Class of Warrant or Right [Line Items]
Warrant measurement input	0.8500	0.8000
Expected term (in years) \| Level 3
Class of Warrant or Right [Line Items]
Warrant measurement input	4.6	5.0
Risk-free rate \| Level 3
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0120	0.0072
Expected dividend rate
Class of Warrant or Right [Line Items]
Warrant measurement input			0.00
Expected dividend rate \| Level 3
Class of Warrant or Right [Line Items]
Warrant measurement input	0	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
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
Other current liabilities	318,212	151,753
Total current liabilities	396,101	185,283
Convertible preferred stock warrant liability		2,960
Finance lease liabilities, net of current portion	6,083
Common stock warrant liability	1,394,808
Long-term debt	1,986,791
Other long-term liabilities	188,575	39,139
Total liabilities	3,972,358	227,382
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		2,494,076
STOCKHOLDERS' EQUITY (DEFICIT)
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)
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

EMPLOYEE BENEFIT PLAN

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLAN

NOTE 18—EMPLOYEE BENEFIT PLAN

The 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.

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.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	0	1,058,949,780
Convertible preferred stock, shares issued (in shares)	0	957,159,704
Convertible preferred stock, shares outstanding (in shares)	0	957,159,704
Convertible preferred stock, liquidation preference amount	$ 0	$ 3,497,913
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	15,000,000,000	1,189,800,259
Common stock, shares, issued (in shares)	1,648,413,415	28,791,702
Common stock, shares outstanding (in shares)	1,647,555,590	28,791,702
Treasury stock (in shares)	857,825	0

BALANCE SHEETS COMPONENTS - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 87,646	$ 661
Work in progress	30,641	70
Finished goods	8,963	312
Total inventory	$ 127,250	$ 1,043

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

EARNBACK SHARES AND WARRANTS (Details)			3 Months Ended
EARNBACK SHARES AND WARRANTS (Details)	Sep. 29, 2021 D	Jul. 23, 2021 D $ / 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		3
Sponsor earnback shares, number of tranches		3
Threshold trading days \| D	40	40
Threshold consecutive trading days \| D	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 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 warrants (in shares)		4,927,777
Sponsor earnback warrants, target stock price (in dollars per share) \| $ / shares		$ 30.00

CONVERTIBLE PREFERRED STOCK - Schedule of Proceeds from Series D Preferred Stock (Details) - USD ($) $ in Thousands	1 Months Ended					12 Months Ended
	Feb. 28, 2021	Jun. 30, 2020	Mar. 31, 2020	Oct. 31, 2019	Apr. 30, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Conversion of preferred stock warrant to Series D in February 2021	$ 3,000					$ 173,273
Series D
Class of Stock [Line Items]
Conversion of convertible notes						271,985		$ 272,000
Proceeds from issuance of convertible preferred shares		$ 200,000	$ 200,000	$ 400,000	$ 200,000	3,000	$ 400,000	$ 600,000
Contingent forward contract liability reclassified to Series D						39,564	$ 39,563
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

NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (2,579,761)	$ (719,380)	$ (277,357)
Deemed dividend related to the issuance of convertible preferred stock	(2,167,332)
Net loss attributable to common stockholders	$ (4,747,093)	$ (705,596)	$ (269,422)
Weighted average shares outstanding - basic (in shares)	740,393,759	24,825,944	20,595,229
Weighted average shares outstanding - diluted (in shares)	740,393,759	24,825,944	20,595,229
Net loss per share - basic (in dollars per share)	$ (6.41)	$ (28.42)	$ (13.08)
Net loss per share - diluted (in dollars per share)	$ (6.41)	$ (28.42)	$ (13.08)
Series B Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Deemed contribution related to repurchase of convertible preferred stock	$ 0	$ 1,000	$ 0
Series C Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Deemed contribution related to repurchase of convertible preferred stock	0	12,784	7,935
Series E Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Deemed dividend related to the issuance of convertible preferred stock	$ (2,167,332)	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contingent Forward Contract Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period		$ 30,844
Issuance	$ 2,167,332	793
Change in fair value	454,546	118,382
Settlement	(2,621,878)	(150,019)
Convertible preferred stock warrant liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	2,960	1,755
Change in fair value	6,976	1,205
Settlement	(9,936)
Fair value-end of period		$ 2,960
Common stock warrant liability
Level 3 Liabilities [Roll Forward]
Issuance	812,048
Change in fair value	582,760
Fair value-end of period	$ 1,394,808

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

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)
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)
Deemed dividend related to the issuance of convertible preferred stock	(2,167,332)
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)

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Fair Value Assumptions (Details)	Dec. 31, 2020 Y
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	0.00
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

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15—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):


	Minimum
	Purchase
Years ended December 31,	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.

REVERSE RECAPITALIZATION- Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 23, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Jul. 22, 2021 shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)		1,648,413,415	451,295,965	28,791,702
Common stock, shares outstanding (in shares)	1,618,621,534	1,647,555,590	451,295,965	28,791,702
Share conversion deemed value (in dollars per share) \| $ / shares	$ 10.00
Recapitalization exchange ratio	2.644
Stock converted, reverse recapitalization (in shares)	1,193,226,511
Equity awards outstanding (in shares)			42,182,931
Equity awards converted (in shares)	111,531,080
Convertible preferred stock, shares issued (in shares)		0	437,182,072	957,159,704
Convertible preferred stock, shares outstanding (in shares)		0		957,159,704
Options outstanding (in shares)		64,119,902	25,764,610	70,675,318	69,305,845
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
Cash received upon completion of merger \| $	2,070,100
Cash \| $	400	6,262,905		$ 614,412	$ 351,684
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
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

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

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

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

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 5—FAIR VALUE MEASUREMENTS

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

●

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

●

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

●

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

Level 1 investments consist solely of 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”.

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

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						Year Ended
	December 31, 2021						December 31, 2020
			Convertible		Common		Contingent		Convertible
	Contingent		Preferred Stock		Stock		Forward		Preferred Stock
	Forward		Warrant		Warrant		Contract		Warrant
	Contract Liability		Liability		Liability		Liability		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

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

+ References + Details

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		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

LONG-TERM DEBT -Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
LONG-TERM DEBT -Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2019
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount	$ 2,012,500,000	$ 2,012,500,000
Proceeds from convertible debt		$ 2,002,437,000	$ 70,949,000
1.25% Convertible Senior Notes, Due December 2026
Debt Instrument, Redemption [Line Items]
Debt instrument, initial conversion price (in USD per share)	$ 54.78	$ 54.78
Debt instrument, convertible, threshold percentage of stock price (percent)	130.00%
Debt instrument, convertible, threshold trading days	20
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount	$ 2,012,500,000	$ 2,012,500,000
Interest rate	1.25%	1.25%
Debt instrument, issuance price percentage	1.25%	1.25%
Proceeds from convertible debt	$ 1,986,600,000
Debt instrument, redemption price, percentage of principal amount redeemed	100.00%	99.50%
Interest expense		$ 1,400,000
Amortization of debt issuance costs		200,000
Interest expense, debt, excluding amortization		$ 1,200,000
Debt instrument, effective interest rate	1.50%	1.50%
1.25% Convertible Senior Notes, Due December 2026 \| Redemption Option One
Debt Instrument, Redemption [Line Items]
Debt instrument, convertible, threshold percentage of stock price (percent)	130.00%
Debt instrument, convertible, threshold trading days	20
Debt instrument, convertible, threshold consecutive trading days	30
1.25% Convertible Senior Notes, Due December 2026 \| Redemption Option Two
Debt Instrument, Redemption [Line Items]
Debt instrument, convertible, threshold percentage of stock price (percent)	98.00%
Debt instrument, convertible, threshold consecutive trading days	10
Debt instrument, convertible, redemption period, number of consecutive business days	5	5

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

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 09, 2022	Dec. 31, 2018	Dec. 31, 2016
Income Tax Contingency [Line Items]
Provision for (benefit from) income taxes	$ 49	$ (188)	$ 23
Effective income tax rate	0.00%	0.00%	0.00%
Undistributed earnings of foreign subsidiaries	$ 0	$ 0
Valuation allowance	672,898	360,573
Increase valuation allowance for deferred tax assets	312,300	185,800
Operating loss carryforwards, amount nullified by ownership change						$ 12,000
Tax credit carryforward, amount nullified by ownership change						15,000
Net tax credit amount nullified by ownership change						$ 3,000
Unrecognized tax benefits	72,330	42,894	$ 20,635		$ 11,647
Unrecognized tax benefits that would impact effective tax rate	500	$ 2,600	$ 2,600
Unrecognized tax benefits, interest on income taxes accrued	60
Unrecognized tax benefits, income tax penalties accrued	7
Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Operating loss carryforwards				$ 5,000
Federal
Income Tax Contingency [Line Items]
Operating loss carryforwards	2,003,000
Federal \| Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforward, amount	80,500
State
Income Tax Contingency [Line Items]
Operating loss carryforwards	922,700
State \| Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforward, amount	63,100
Foreign
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 2,000

STOCKHOLDERS' EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 11—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,	December 31,
	2021	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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RELATED PARTY TRANSACTIONS

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]
Beginning of warrants (in shares)	41,400,000
Warrants exercised (in shares)		(41,034,197)
Public warrants redeemed (in shares)		(365,803)
Public Warrants
Class Of Warrant Or Right [Roll Forward]
Warrants exercised (in shares)	(41,034,197)
Public warrants redeemed (in shares)	(365,803)

NET LOSS PER SHARE - Narrative (Details)	12 Months Ended
NET LOSS PER SHARE - Narrative (Details)	Dec. 31, 2021 shares
Restricted stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of underlying shares contingently issuable (in shares)	16,024,411

LEASES - Balance Sheet Information (Details) $ in Thousands	Dec. 31, 2021 USD ($)
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
Other current liabilities	11,056
Other long-term liabilities	185,323
Total operating lease liabilities	196,379
Finance leases:
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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Machinery, Tooling & Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Machinery, Tooling & Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Finance leases
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Building and Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	40 years

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

Fair Value

Unamortized

Debt Discounts

Principal

and Issuance

Net Carrying

Amount

Costs

Amount

Level

1.25% convertible senior notes due in December 2026

2,012.5

25.7

1,986.8

1,984.6

Level 2

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

NOTE 19—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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 23, 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

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
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)
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

BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Write-down of inventory	$ 48,884			$ 0
Depreciation and amortization	$ 62,907	$ 10,217	$ 3,842

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

Schedule of Property, Plant and Equipment and Construction in Progress

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

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


	December 31,		December 31,
	2021		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


	December 31,		December 31,
	2021		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,		December 31,
	2021		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,		December 31,
	2021		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

SUBSEQUENT EVENTS (Details) installment in Thousands, $ in Millions	Feb. 27, 2022 USD ($) installment
Subsequent Event [Line Items]
Foreign operations agreements, estimated economic incentives, more than \| $	$ 3,400.0
Foreign operation facility, estimated number of vehicles to be manufactured per year \| installment	150
Subsequent Event
Subsequent Event [Line Items]
Foreign operations agreements, estimated economic incentives, term	15 years

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation, Fiscal Year Maturity


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

CONVERTIBLE PREFERRED STOCK - Narrative (Details)					1 Months Ended										2 Months Ended	4 Months Ended	12 Months Ended			16 Months Ended
CONVERTIBLE PREFERRED STOCK - Narrative (Details)	Jul. 23, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 24, 2020 USD ($) shares	Dec. 22, 2020 USD ($) shares	Apr. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Feb. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 USD ($) shares	Oct. 31, 2019 USD ($)	Apr. 30, 2019 USD ($)	Apr. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Jul. 22, 2021 shares	Dec. 31, 2018 USD ($) shares
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares		957,159,704						957,159,704								0	0	957,159,704			437,182,072
Convertible preferred stock, shares outstanding (in shares) \| shares		957,159,704						957,159,704								0	0	957,159,704
Convertible preferred stock, value		$ 2,494,076,000						$ 2,494,076,000										$ 2,494,076,000	$ 1,074,010,000	$ 1,074,010,000		$ 259,960,000
Number of milestone conditions required to receive funding									2
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	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								0	0	1,058,949,780
Convertible preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001						$ 0.0001								$ 0.0001	$ 0.0001	$ 0.0001
Number of common shares issuable upon conversion of preferred shares (in shares) \| shares																1	1
Convertible stock, percentage of holders required to trigger conversion																66.67%	66.67%
Convertible stock. pre-offering market capitalization threshold to trigger conversion																$ 2,500,000,000	$ 2,500,000,000
Convertible stock, IPO gross proceeds required to trigger conversion																200,000,000.0	200,000,000.0
Eligible Holders
Class of Stock [Line Items]
Aggregate value of convertible preferred shares approved for issuance							$ 71,000,000.0
Series E Contingent Forward Contract Liability
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred shares								$ 400,000,000.0
Contingent forward contract, fair value		$ 110,500,000	$ 110,500,000		$ 722,400,000		1,444,900,000	110,500,000	$ 800,000						$ 722,400,000	0	0	$ 110,500,000
Contingent forward contract liability, fair value loss								$ 109,700,000									(454,500,000)	$ (109,700,000)
Series C
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares		59,575,253						59,575,253										59,575,253
Repurchase of convertible preferred shares (in shares) \| shares																				11,331,430
Repurchase of convertible preferred shares																				$ 60,000,000.0
Price of stock repurchased (in dollars per share) \| $ / shares																				$ 5.30
Payments for repurchase of convertible preferred stock																		$ 12,101,000	50,000,000
Convertible preferred stock, value		$ 137,475,000						$ 137,475,000										$ 137,475,000
Convertible preferred stock, shares authorized (in shares) \| shares		82,414,075						82,414,075										82,414,075
Convertible preferred stock, shares cancelled, fair value																$ 0.19	$ 0.19
Liquidation preference rate																	1
Series C \| Third Company Repurchase
Class of Stock [Line Items]
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
Convertible preferred stock, value										20,400,000
Cumulative adjustments to additional paid in capital for share repurchases										$ 10,500,000
Series C \| Fourth Company Repurchase
Class of Stock [Line Items]
Price of stock repurchased (in dollars per share) \| $ / shares								$ 1.21
Number of shares authorized to be repurchased (in shares) \| shares		1,850,800						1,850,800										1,850,800
Payments for repurchase of convertible preferred stock								$ 2,200,000
Convertible preferred stock, value									$ 4,500,000
Cumulative adjustments to additional paid in capital for share repurchases		$ 2,200,000						$ 2,200,000										$ 2,200,000
Convertible preferred stock, fair value (in dollars per share) \| $ / shares									$ 2.42
Series B
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares		24,677,332						24,677,332										24,677,332
Payments for repurchase of convertible preferred stock																	$ 3,000,000
Convertible preferred stock, value		$ 23,740,000						$ 23,740,000										$ 23,740,000
Convertible preferred stock, shares authorized (in shares) \| shares		24,677,332						24,677,332										24,677,332
Convertible preferred stock, shares cancelled (in shares) \| shares		3,525,332						3,525,332										3,525,332
Convertible preferred stock, shares cancelled, fair value		$ 3,000,000.0						$ 3,000,000.0										$ 3,000,000.0
Convertible preferred stock, dividend rate (in dollars per share) \| $ / shares																	$ 0.09
Liquidation preference rate																	1
Series B \| Fifth Company Repurchase
Class of Stock [Line Items]
Number of shares authorized to be repurchased (in shares) \| shares				3,525,332
Payments for repurchase of convertible preferred stock				$ 3,000,000.0
Convertible preferred stock, value				4,000,000.0
Cumulative adjustments to additional paid in capital for share repurchases				$ 1,000,000.0
Convertible preferred shares subject to repurchase, mandatory redemption term		45 days
Series D
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares		539,769,493						539,769,493										539,769,493
Convertible preferred stock, value		$ 1,311,548,000						$ 1,311,548,000										$ 1,311,548,000
Convertible preferred stock issuable, value												$ 400,000,000.0
Proceeds from issuance of convertible preferred shares											$ 200,000,000	$ 200,000,000	$ 400,000,000	$ 200,000,000			$ 3,000,000	$ 400,000,000	600,000,000
Conversion of convertible notes																	$ 271,985,000		$ 272,000,000.0
Issuance of convertible preferred shares (in shares) \| shares											82,496,121	82,496,092							374,777,280
Preferred stock, price (in dollars per share) \| $ / shares																			$ 2.33	$ 2.33
Proceeds from issuance of convertible preferred stock and conversion of convertible debt																			$ 872,000,000.0
Convertible preferred stock, shares authorized (in shares) \| shares		618,720,748						618,720,748										618,720,748
Liquidation preference rate																	1.5
Series D Preferred Stock, Tranche One
Class of Stock [Line Items]
Convertible preferred stock issuable, value																						200,000,000.0
Series D Preferred Stock, Tranche Two
Class of Stock [Line Items]
Convertible preferred stock issuable, value																						$ 400,000,000.0
Series E
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares		301,092,346						301,092,346										301,092,346
Convertible preferred stock, value		$ 1,009,388,000						$ 1,009,388,000										$ 1,009,388,000
Proceeds from issuance of convertible preferred shares			$ 400,000,000.0		$ 92,900,000	$ 107,100,000	$ 400,000,000.0		$ 500,000,000.0						$ 200,000,000.0		$ 600,000,000	$ 899,725,000
Issuance of convertible preferred shares (in shares) \| shares			133,818,821		66,909,408		133,818,821		167,273,525
Preferred stock, price (in dollars per share) \| $ / shares					$ 2.99		$ 2.99		$ 2.99						$ 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						301,092,345										301,092,345
Convertible preferred stock, dividend rate, percentage																	8.00%
Liquidation preference rate																	1.5
Convertible stock, percentage of holders required to trigger conversion																50.00%	50.00%
Series E \| Eligible Holders
Class of Stock [Line Items]
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
Class of Stock [Line Items]
Preferred stock, price (in dollars per share) \| $ / shares							$ 2.99
Series E \| Management
Class of Stock [Line Items]
Issuance of convertible preferred shares (in shares) \| shares															3,034,194
Series E \| Director
Class of Stock [Line Items]
Issuance of convertible preferred shares (in shares) \| shares															1,658,705
Series E \| Chief Executive Officer
Class of Stock [Line Items]
Issuance of convertible preferred shares (in shares) \| shares					535,275
Series A
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding (in shares) \| shares		32,045,280						32,045,280										32,045,280
Convertible preferred stock, value		$ 11,925,000						$ 11,925,000										$ 11,925,000
Convertible preferred stock, shares authorized (in shares) \| shares		32,045,280						32,045,280										32,045,280
Convertible preferred stock, dividend rate (in dollars per share) \| $ / shares																	$ 0.03
Liquidation preference rate																	1
Common Stock
Class of Stock [Line Items]
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) \| shares																1,155,909,367	1,155,909,367
Convertible preferred stock, shares outstanding (in shares) \| shares		957,159,704						957,159,704										957,159,704	502,582,534	502,582,534		137,248,112
Common Stock \| Series C
Class of Stock [Line Items]
Repurchase of convertible preferred shares (in shares) \| shares																			9,442,858
Common Stock \| Series B
Class of Stock [Line Items]
Repurchase of convertible preferred shares (in shares) \| shares																	3,525,365
Common Stock \| Series D
Class of Stock [Line Items]
Repurchase of convertible preferred shares (in shares) \| shares																		(164,992,213)
Common Stock \| Series E
Class of Stock [Line Items]
Issuance of convertible preferred shares (in shares) \| shares																	200,728,229	301,092,346
Legacy Preferred Shareholders
Class of Stock [Line Items]
Stock converted, after exchange ratio (in shares) \| shares	1,155,909,367

STOCK-BASED AWARDS - Valuation Assumptions (Details)	12 Months Ended
STOCK-BASED AWARDS - Valuation Assumptions (Details)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility	48.40%	59.00%	42.80%
Expected term (in years)	6 years 7 months 6 days	5 years 10 months 24 days	5 years 6 months
Risk-free interest rate	1.45%	0.75%	2.11%
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility	60.00%
Expected term (in years)	5 years
Risk-free interest rate	0.90%

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock Series C	Common Stock Series E	Common Stock Series B	Common Stock Series D	Common Stock	Additional Paid-In Capital Series C	Additional Paid-In Capital Series E	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit Series E	Accumulated Deficit	Series C	Series E	Series B	Series D	Total
Preferred stock, beginning balance (in shares) at Dec. 31, 2018					137,248,112
Preferred stock, beginning balance at Dec. 31, 2018																$ 259,960,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Repurchase of convertible preferred stock (in shares)	(9,442,858)
Repurchase of convertible preferred stock												$ (47,531,000)
Extinguishment of Series C convertible preferred stock												(10,404,000)
Issuance of Series D convertible preferred shares upon exercise of warrants (in shares)				374,777,280
Issuance of Series D convertible preferred stock upon exercise of warrants															$ 871,985,000
Issuance of convertible preferred shares (in shares)															374,777,280
Preferred stock, ending balance (in shares) at Dec. 31, 2019					502,582,534
Preferred stock, ending balance at Dec. 31, 2019																1,074,010,000
Beginning balance (in shares) at Dec. 31, 2018					20,165,672
Beginning balance at Dec. 31, 2018					$ 2,000			$ 294,000			$ (360,156,000)					(359,860,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss											(277,357,000)					(277,357,000)
Repurchase of Series C convertible preferred stock						$ (2,469,000)						(2,469,000)
Extinguishment and reclassification of convertible preferred stock						10,404,000						10,404,000
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares)					1,123,069
Issuance of common stock upon exercise of stock options					$ 483,000						483,000
Stock-based compensation								7,719,000								7,719,000
Ending balance (in shares) at Dec. 31, 2019					21,288,741
Ending balance at Dec. 31, 2019					$ 2,000			16,431,000			(637,513,000)					(621,080,000)
Increase (Decrease) in Temporary Equity [Roll Forward]
Repurchase of convertible preferred stock (in shares)				164,992,213
Repurchase of convertible preferred stock												$ (24,885,000)			$ 400,000,000
Extinguishment of Series C convertible preferred stock																$ (4,000,000)
Issuance of convertible preferred shares (in shares)		301,092,346
Issuance of convertible preferred shares													$ 898,932,000
Settlement of Series D contingent forward contract liability													$ 110,456,000		$ 39,563,000
Preferred stock, ending balance (in shares) at Dec. 31, 2020					957,159,704							59,575,253	301,092,346	24,677,332	539,769,493	957,159,704
Preferred stock, ending balance at Dec. 31, 2020												$ 137,475,000	$ 1,009,388,000	$ 23,740,000	$ 1,311,548,000	$ 2,494,076,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss											(719,380,000)					(719,380,000)
Repurchase of Series C convertible preferred stock	$ 11,507,389					$ (12,784,000)						$ (12,784,000)
Extinguishment and reclassification of convertible preferred stock								1,000,000								$ 1,000,000
Issuance of common stock upon exercise of stock options (in shares)					7,502,961											7,502,955
Issuance of common stock upon exercise of stock options					$ 1,000			3,284,000								$ 3,285,000
Stock-based compensation								4,614,000								$ 4,614,000
Ending balance (in shares) at Dec. 31, 2020					28,791,702											28,791,702
Ending balance at Dec. 31, 2020					$ 3,000			38,113,000			(1,356,893,000)					$ (1,318,777,000)
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred shares (in shares)													167,273,525
Repurchase of convertible preferred stock (in shares)			(3,525,365)
Issuance of Series D convertible preferred shares upon exercise of warrants (in shares)				1,546,799
Issuance of Series D convertible preferred stock upon exercise of warrants															12,936,000
Issuance of convertible preferred shares (in shares)		200,728,229
Issuance of convertible preferred shares													$ 3,206,159,000
Stock-based compensation related to Series E convertible preferred stock													123,614,000
Settlement of Series D contingent forward contract liability															$ 39,564,000
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization( in shares)					(1,155,909,367)
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization																$ (5,836,785,000)
Preferred stock, ending balance (in shares) at Dec. 31, 2021																0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss											(2,579,761,000)					$ (2,579,761,000)
Issuance of Series E convertible preferred stock							$ (22,395,000)			$ (2,129,218,000)			$ (2,151,613,000)
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					$ (116,000)			(5,836,669,000)								(5,836,785,000)
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					$ 42,000			3,590,914,000								3,590,956,000
Issuance and sale of common stock for tax withholdings of employee RSUs								(22,063,000)								(22,063,000)
Shares repurchased (in shares)					(857,825)
Treasury stock repurchase									$ (20,716,000)							(20,716,000)
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					$ 3,000			173,270,000								173,273,000
Redemption of public warrants								(4,000)								$ (4,000)
Issuance of common stock upon exercise of stock options (in shares)					11,076,026											11,076,026
Issuance of common stock upon exercise of stock options					$ 1,000			8,131,000								$ 8,132,000
Stock-based compensation								393,143,000								$ 393,143,000
Ending balance (in shares) at Dec. 31, 2021					1,647,555,590											1,647,555,590
Ending balance at Dec. 31, 2021					$ 165,000			$ 9,995,778,000	$ (20,716,000)		$ (6,065,872,000)					$ 3,909,355,000
Beginning balance (in shares) at Jul. 22, 2021																451,295,965
Ending balance (in shares) at Jul. 23, 2021																1,618,621,534

CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2021

Features of Convertible Preferred Stock [Abstract]

CONVERTIBLE PREFERRED STOCK

NOTE 10—CONVERTIBLE PREFERRED STOCK

Convertible Preferred Stock

Upon the Closing of the Merger, all 1,155,909,367 shares of issued and outstanding convertible preferred stock were cancelled and converted into 1,155,909,367 shares of Lucid common stock based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective. As of December 31, 2021, there were no issued and outstanding shares of convertible preferred stock.

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

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

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

Third Company Repurchase (Series C—August 2020)

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

Fourth Company Repurchase (Series C—December 2020)

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

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

Fifth Company Repurchase (Series B—December 2020)

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

Series D Preferred Stock Issuance

In 2018, the Security Purchase Agreement with PIF granted PIF rights to purchase the Company’s Series D convertible stock at various tranches. The first tranche of $200.0 million had been issuable upon the approval of the PIF’s equity investment into the Company by CFIUS (refer to Note 7—Contingent Forward Contracts). The second and third tranches of $400.0 million each had been

issuable upon the Company’s satisfaction of certain milestones related to further development and enhancement in marketing, product, and administrative activities.

In April 2019, upon CFIUS’s approval of PIF’s equity investment into the Company, the Company received the first $200.0 million proceeds from PIF. In October 2019, the Company received additional $400.0 million upon achieving the first set of milestones. Together with the conversion of $272.0 million Convertible Notes and accrued interest, the Company issued 374,777,280 shares of Series D convertible preferred stock at a price of $2.33 per share, for net proceeds of approximately $872.0 million during the year ended December 31, 2019.

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

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


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

Series E Convertible Preferred Stock Issuance

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

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

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

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

In April 2021, the Company issued 66,909,408 Series E convertible preferred stock from the fourth closing at $2.99 per share for cash consideration of $200.0 million. The Company received $107.1 million of the entire cash consideration in March 2021, and the remaining $92.9 million in April 2021. The Company issued Offer Notices to certain of the Company’s management and members of the Board of Directors in March 2021 and April 2021. The Series E convertible preferred stock issued from the fourth closing included 3,034,194 shares to the Company’s management and 1,658,705 shares to members of the Board of Directors. The total issuance to the Company’s management includes 535,275 shares offered to the CEO in April 2021. The offer to employees to participate in a future Series E convertible preferred stock financing represented a fully vested, equity classified award. The excess of the award’s fair value over the purchase price of $123.6 million on each recipient’s grant date during the year ended December 31, 2021 was recorded as stock-based compensation.

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

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


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

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

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

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

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

time (1x), one time (1x) of the Series E, Series D, Series C, Series B, and Series A original issue price per share (as adjusted for Share Split Changes), plus all declared and unpaid distributions thereon.

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

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

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

Use of Estimates

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.

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

Accounts Receivable, Net

Short-Term Investments

Concentration of Credit Risk

Inventory

Property, Plant, and Equipment


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

Impairment of Long-Lived Assets

Foreign Currency

Revenue from Contracts with Customers

Vehicle Sales

Battery Pack System

Cost of Revenue

Vehicle Sales

Battery Pack Systems

Warranties

Income Taxes

Stock-Based Compensation

Comprehensive Loss

Research and Development

Selling, General, and Administrative

Advertising

Leases

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

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)

Commitments and Contingencies

Net Loss Per Share

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

Recently Adopted Accounting Pronouncements

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



			Adjustments
			from
			Adoption of
	Balances at		New Lease		Balances at
	December 31, 2020		Standard		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

Fair Value Measurement

●

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

●

DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands		12 Months Ended
DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands	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)	$ (719,380)	$ (277,357)
Accumulated deficit		(6,065,872)	$ (1,356,893)
Proceeds from reverse recapitalization, net of transaction costs	$ 4,400,300
Debt instrument, face amount		2,012,500
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
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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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
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The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

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	573,435,179
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	0	957,159,704	502,582,535
Convertible Preferred Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	0	1,546,799	1,546,799
Private Placement Warrants
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	69,305,845
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

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
State	4	$ 5
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

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	0.21%	0.21%	0.21%
Stock-based compensation	(0.029%)	(0.002%)	(0.002%)
Mark-to-market adjustment	(0.085%)	(0.034%)	(0.011%)
Nondeductible expenses	(0.003%)	(0.001%)	(0.008%)
Tax credits	0.007%	0.028%	0.019%
Change in valuation allowance	(0.10%)	(0.201%)	(0.208%)
Provision for income taxes	0.00%	0.00%	0.00%

LEASES - Lease Liability Maturity (Details) $ in Thousands	Dec. 31, 2021 USD ($)
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)
Present value of lease obligations	196,379
Other current liabilities	11,056
Long-term portion of lease obligations	185,323
Finance Leases
2022	4,628
2023	4,275
2024	1,674
2025	210
2026	196
Total minimum lease payments	10,983
Less: Interest	(717)
Total finance lease liabilities	10,266
Less: Current portion	4,183
Long-term portion of lease obligations	$ 6,083

STOCK-BASED AWARDS - Restricted Stock Award Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Shares
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
Weighted-Average Grant-Date Fair Value
Nonvested balance at beginning of period (in dollars per share) \| $ / shares	$ 20.45
Granted (in dollars per share) \| $ / shares	20.52
Vested (in dollars per share) \| $ / shares	21.13
Cancelled/forfeited (in dollars per share) \| $ / shares	24.84
Nonvested balance at end of period (in dollars per share) \| $ / shares	$ 20.45
Time-Based Shares
Shares
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
Granted (in shares)	16,024,411
Nonvested balance at end of period (in shares)	16,024,411

LEASES - Lease Expense (Details) $ in Thousands	12 Months Ended
LEASES - Lease Expense (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating lease expense:
Operating lease expense	$ 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

LEASES

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

NOTE 14—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

RELATED PARTY TRANSACTIONS (Details) - Klein $ in Millions	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - Klein $ in Millions	Dec. 31, 2021 USD ($)
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

COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 201,080
2023	201,080
2024	201,080
2025	201,080
Total	$ 804,320

INCOME TAXES - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 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)
Depreciation		499
Accrued compensation and vacation	3,774	2,498
Interest	0	489
Tenant improvement allowance	0	8,777
Accruals and reserves	59,894	39,502
Lease Liability	52,592	0
Right-of-use assets	(41,707)	0
Other	4,773	1
Total net deferred tax assets	672,898	360,573
Valuation allowance	(672,898)	(360,573)
Net deferred tax assets	0	0
Net deferred tax assets (liabilities)	$ 0	$ 0

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,	December 31,
	2021	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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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)		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)		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
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
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

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 6—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

Unamortized

Debt Discounts

Principal

and Issuance

Net Carrying

Amount

Costs

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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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Supplemental Balance Sheet Information

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	Jul. 22, 2021 shares	Dec. 31, 2020 $ / shares shares	Sep. 30, 2017 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000		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
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	451,295,965	28,791,702
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					41,400,000		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
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
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

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jul. 23, 2021 $ / shares shares	Jul. 22, 2021 shares	Sep. 30, 2017 $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants (in shares) \| shares					85,750,000	41,400,000	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			$ 2,960
Proceeds from the exercise of public warrants	$ 3,000	$ 173,273
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	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

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		$ 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 (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

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 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

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NOTE 17—NET LOSS PER SHARE

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

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


	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)


	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.

STOCK-BASED AWARDS

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED AWARDS

NOTE 13—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
				Weighted-
				Average
		Weighted		Remaining
	Number of	Average Exercise		Contractual	Intrinsic Value
	Options	Price		Term	(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
					Weighted-
	Time-	Performance-			Average Grant-
	Based Shares	Based Shares	Total Shares		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

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

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.

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY

12 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY

NOTE 8—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.

CONTINGENT FORWARD CONTRACTS

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

CONTINGENT FORWARD CONTRACTS

NOTE 7—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.

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

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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Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2021

DESCRIPTION OF BUSINESS

NOTE 1—DESCRIPTION OF BUSINESS

Overview

Lucid Group, Inc. (“Lucid”) is a automotive company focused on designing, developing, manufacturing, and selling the next generation of electric vehicle (“EV”), EV powertrains and battery systems.

Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021, Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. See Note 3—Reverse Recapitalization for more information.

Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger.

Liquidity

The Company devotes its efforts to business planning, research and development, recruiting of management and technical staff, acquiring operating assets, and raising capital.

From inception through December 31, 2021, the Company has incurred operating losses and negative cash flows from operating activities. For the years ended December 31, 2021, 2020 and 2019, the Company has incurred operating losses, including net losses of $2.6 billion, $719.4 million and $277.4 million, respectively. The Company has an accumulated deficit of $6.1 billion as of December 31, 2021.

During the quarter ended June 30, 2021, the Company completed the first phase of the construction of its newly built manufacturing plant in Casa Grande, Arizona (the “Arizona plant”). The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand the Arizona plant and build-out of a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed.

The Company’s existing sources of liquidity include cash and cash equivalents. Historically, the Company funded operations primarily with issuances of convertible preferred stock and convertible notes. Upon the completion of the Merger, the Company received $4,400.3 million in cash proceeds, net of transaction costs. 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.

Certain Significant Risks and Uncertainties

The Company’s current business activities consist of research and development efforts to design and develop a high-performance fully electric vehicle and advanced electric vehicle powertrain components, including battery pack systems; building of the Company’s production operations in Casa Grande, Arizona; and build-out of the Company’s retail stores and service centers for distribution of the vehicles to customers. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment

of profitable operations are dependent upon future events, including our ability to access potential markets, and secure long-term financing.

The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: advances and trends in new technologies; competitive pressures; changes in the overall demand for its products and services; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property, patent, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

The COVID-19 pandemic continues to impact the global economy and cause significant macroeconomic uncertainty. Infection rates vary across the jurisdictions in which we operate. Governmental authorities have continued to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, masking recommendations and mandates, vaccine recommendations and mandates, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns. We have taken proactive action to protect the health and safety of our employees, customers, partners and suppliers, consistent with the latest and evolving governmental guidelines. We expect to continue to implement appropriate measures until the COVID-19 pandemic is adequately contained. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations and requirements or as we otherwise see fit to protect the health and safety of our employees, customers, partners and suppliers.

While certain of our and our suppliers’ operations have from time-to-time been temporarily affected by government-mandated restrictions, we were able to commence deliveries of the Lucid Air to customers and to proceed with the construction of the Arizona plant. Broader impacts of the pandemic have included ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall of semiconductor supply. Because we rely on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in our vehicles, as well as provisioning and servicing equipment in our manufacturing facilities, we have been affected by such industry-wide challenges in logistics and supply chains. While we continue to focus on mitigating risks to our operations and supply chain in the current industry environment, we expect that these industry-wide trends will continue to affect our ability and the ability of our suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future.

In the current circumstances, given the dynamic nature of the situation, any impact on our financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, the duration and continued spread of the outbreak, its severity, potential additional waves of infection, the emergence of more virulent or more dangerous strains of the virus, the actions taken to mitigate the virus or its impact, the development, distribution, efficacy and acceptance of vaccines worldwide, how quickly and to what extent normal economic and operating conditions can resume, the broader impact that the pandemic is having on the economy and our industry and specific implications the pandemic may have on our suppliers and on global logistics. See Item 1A., “Risk Factors,” for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “The ongoing COVID-19 pandemic has adversely affected our business, results of operations and financial condition.”

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 16—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.

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BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Finance leases	$ 13,601
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
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
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 276,919	$ 636,851

CONTINGENT FORWARD CONTRACTS - Valuation Assumptions (Details)	Apr. 30, 2021 USD ($) $ / shares	Feb. 28, 2021 USD ($) $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input \| $ / shares	13.79	13.79
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	100.00	100.00
Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input \| $	0.11	0.01
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent forward contract liability, measurement input	0.03	0.03

LONG-TERM DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) $ in Millions	Dec. 31, 2021 USD ($)
Debt Instrument, Redemption [Line Items]
Principal Amount	$ 2,012.5
Unamortized Debt Discounts and Issuance Costs	25.7
Net Carrying Amount	1,986.8
Level 2
Debt Instrument, Redemption [Line Items]
Fair Value	$ 1,984.6
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument, Redemption [Line Items]
Interest rate	1.25%
Principal Amount	$ 2,012.5

EARNBACK SHARES AND WARRANTS

12 Months Ended

Dec. 31, 2021