0001628280-22-012681 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	Apr. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-39408
Entity Registrant Name	Lucid Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0891392
Entity Address, Address Line One	7373 Gateway Boulevard
Entity Address, City or Town	Newark
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94560
City Area Code	510
Local Phone Number	648-3553
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	LCID
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,667,840,573
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Central Index Key	0001811210
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 5,391,844	$ 6,262,905
Accounts receivable, net	867	3,148
Inventory	333,906	127,250
Prepaid expenses	42,325	70,346
Other current assets	95,489	43,328
Total current assets	5,864,431	6,506,977
Property, plant and equipment, net	1,327,544	1,182,153
Right-of-use assets	166,625	161,974
Other noncurrent assets	43,240	30,609
TOTAL ASSETS	7,401,840	7,881,713
Current liabilities:
Accounts payable	66,440	41,342
Accrued compensation	28,757	32,364
Finance lease liabilities, current portion	4,485	4,183
Other current liabilities	412,258	318,212
Total current liabilities	511,940	396,101
Finance lease liabilities, net of current portion	6,039	6,083
Common stock warrant liability	871,478	1,394,808
Long-term debt	1,988,047	1,986,791
Other long-term liabilities	194,867	188,575
Total liabilities	3,572,371	3,972,358
Commitments and contingencies (Note 15)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; no shares issued and outstanding as of March 31, 2022 and December 31, 2021	0	0
Common stock, par value $0.0001; 15,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 1,667,597,533 and 1,648,413,415 shares issued and 1,666,739,708 and 1,647,555,590 shares outstanding as of March 31, 2022 and December 31, 2021, respectively	167	165
Additional paid-in capital	9,997,176	9,995,778
Treasury stock, at cost, 857,825 shares at March 31, 2022 and December 31, 2021	(20,716)	(20,716)
Accumulated deficit	(6,147,158)	(6,065,872)
Total stockholders' equity	3,829,469	3,909,355
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 7,401,840	$ 7,881,713

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	15,000,000,000	15,000,000,000
Common stock, shares, issued (in shares)	1,667,597,533	1,648,413,415
Common stock, shares outstanding (in shares)	1,666,739,708	1,647,555,590
Treasury stock (in shares)	857,825	857,825

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue	$ 57,675	$ 313
Costs and expenses
Cost of revenue	245,970	85
Research and development	186,076	167,369
Selling, general and administrative	223,159	131,652
Total cost and expenses	655,205	299,106
Loss from operations	(597,530)	(298,793)
Other income (expense), net:
Change in fair value of forward contracts	0	(442,164)
Interest expense, net	(7,705)	(5)
Other income (expense), net	942	(10)
Total other income (expense), net	516,567	(449,155)
Loss before provision for income taxes	(80,963)	(747,948)
Provision for income taxes	323	4
Net loss	(81,286)	(747,952)
Comprehensive loss	(81,286)	(747,952)
Deemed dividend related to the issuance of Series E convertible preferred stock	0	(2,167,333)
Net loss attributable to common stockholders	$ (81,286)	$ (2,915,285)
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares)	1,654,322,379	32,650,874
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares)	1,654,322,379	32,650,874
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.05)	$ (89.29)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.05)	$ (89.29)
Change in fair value of convertible preferred stock warrant liability
Other income (expense), net:
Change in fair value of stock warrants liability	$ 0	$ (6,976)
Change in fair value of common stock warrant liability
Other income (expense), net:
Change in fair value of stock warrants liability	$ 523,330	$ 0

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

Total

Series E

Series B

Series D

Common Stock

Additional Paid-In Capital

Treasury Stock

Accumulated Deficit

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of convertible preferred shares (in shares)

167,273,525

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

^[1]

957,159,704

Preferred stock, beginning balance at Dec. 31, 2020

$ 2,494,076

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(3,525,365)

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

^[1]

1,546,799

Issuance of Series D convertible preferred stock upon exercise of warrants

$ 12,936

Issuance of convertible preferred shares (in shares)

^[1]

133,818,821

Issuance of Series E convertible preferred stock

$ 1,844,886

Stock-based compensation related to Series E convertible preferred stock

$ 102,913

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

^[1]

1,088,999,959

Preferred stock, ending balance at Mar. 31, 2021

$ 4,454,811

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

^[1]

28,791,702

Beginning balance at Dec. 31, 2020

(1,318,777)

$ 3

$ 38,113

$ 0

$ (1,356,893)

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

Net loss

(747,952)

Issuance of Series E convertible preferred stock

(2,167,332)

(38,115)

(2,129,217)

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

^[1]

6,897,516

Issuance of common stock upon exercise of stock options

4,316

Stock-based compensation

1,882

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

^[1]

35,689,218

Ending balance at Mar. 31, 2021

$ (4,227,863)

$ 3

6,196

(4,234,062)

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

437,182,072

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

451,295,965

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

1,618,621,534

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

Preferred stock, ending balance (in shares) at Mar. 31, 2022

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

1,647,555,590

^[1]

Beginning balance at Dec. 31, 2021

$ 3,909,355

$ 165

9,995,778

(20,716)

(6,065,872)

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

Net loss

(81,286)

Issuance and sale of common stock for tax withholdings of employee RSUs

$ (182,265)

(182,265)

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

^[1]

7,081,008

Issuance of common stock upon vesting of employee RSUs

$ 1

(1)

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

12,103,110

^[1]

Issuance of common stock upon exercise of stock options

$ 9,114

$ 1

9,113

Stock-based compensation

$ 174,551

174,551

Ending balance (in shares) at Mar. 31, 2022

1,666,739,708

^[1]

Ending balance at Mar. 31, 2022

$ 3,829,469

$ 167

$ 9,997,176

$ (20,716)

$ (6,147,158)

[1]

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (81,286,000)	$ (747,952,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	38,242,000	4,919,000
Amortization of insurance premium	7,499,000	0
Non-cash operating lease cost	4,104,000	6,296,000
Stock-based compensation	174,551,000	104,795,000
Loss on disposal of property and equipment	0	56,000
Amortization of debt discounts and issuance costs	1,255,000	0
Write-down of inventory	96,366,000	0
Change in fair value of contingent forward contract liability	0	442,164,000
Changes in operating assets and liabilities:
Accounts receivable	2,281,000	(378,000)
Inventory	(303,022,000)	(5,267,000)
Prepaid expenses	20,523,000	(3,782,000)
Other current assets	(49,625,000)	(544,000)
Other noncurrent assets and security deposit	(11,175,000)	(2,899,000)
Accounts payable	5,713,000	(14,544,000)
Accrued compensation	(3,607,000)	3,646,000
Operating lease liability	(3,099,000)	(4,099,000)
Other liabilities and accrued liabilities	128,060,000	(11,124,000)
Other long-term liabilities	1,901,000	3,011,000
Net cash used in operating activities	(494,649,000)	(218,726,000)
Cash flows from investing activities:
Purchases of property, equipment, and software	(185,082,000)	(94,779,000)
Net cash used in investing activities	(185,082,000)	(94,779,000)
Cash flows from financing activities:
Payment for short-term insurance financing note	(12,949,000)	0
Payment for capital lease liabilities		(298,000)
Payment for finance lease liabilities	(1,201,000)
Proceeds from exercise of stock options	9,114,000	4,316,000
Stock repurchases from employees for tax withholdings	(182,265,000)	0
Net cash (used in) provided by financing activities	(187,301,000)	511,098,000
Net (decrease) increase in cash, cash equivalents, and restricted cash	(867,032,000)	197,593,000
Beginning cash, cash equivalents, and restricted cash	6,298,020,000	640,418,000
Ending cash, cash equivalents, and restricted cash	5,430,988,000	838,011,000
Supplemental disclosure of cash flow information:
Cash paid for interest	312,000	57,000
Supplemental disclosure of non-cash investing and financing activity:
Property and equipment included in accounts payable and accrued expense	(2,753,000)	(16,357,000)
Property and equipment and right-of-use assets obtained through leases	10,008,000	4,073,000
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants	0	9,936,000
Issuance of Series E convertible preferred stock contingent forward contracts	0	2,167,332,000
Change in fair value of preferred stock warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of stock warrants liability	0	6,976,000
Change in fair value of common stock warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of stock warrants liability	(523,330,000)	0
Series B
Cash flows from financing activities:
Repurchase of Series B convertible preferred stock	0	(3,000,000)
Series D
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock	0	3,000,000
Series E
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock	0	507,080,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of Series E convertible preferred stock upon settlement of contingent forward contracts	$ 0	$ 1,444,886,000

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of 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 condensed 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 March 31, 2022, the Company has incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2022 and 2021, the Company has incurred operating losses, including net losses of $81.3 million and $748.0 million, respectively. The Company has an accumulated deficit of $6.1 billion as of March 31, 2022. 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, start of construction of a manufacturing facility in the Kingdom of Saudi Arabia, 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 the Company operates. 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. The Company has taken proactive action to protect the health and safety of its employees, customers, partners and suppliers, consistent with the latest and evolving governmental guidelines. The Company expects to continue to implement appropriate measures until the COVID-19 pandemic is adequately contained. The Company continues 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 the Company otherwise sees fit to protect the health and safety of its employees, customers, partners and suppliers. While certain of the Company and its suppliers’ operations have from time-to-time been temporarily affected by government-mandated restrictions, the Company was 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 inflationary pressure as well as ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall of semiconductor supply. Because the Company relies on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in its vehicles, as well as provisioning and servicing equipment in its manufacturing facilities, the Company has been affected by inflation and such industry-wide challenges in logistics and supply chains. While the Company continues to focus on mitigating risks to its operations and supply chain in the current industry environment, the Company expects that these industry-wide trends will continue to affect its cost structure as well as its ability and the ability of its 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 the Company’s 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 the Company’s suppliers and on global logistics. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q (the “Quarterly Report”) for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “The ongoing COVID-19 pandemic has adversely affected, and we cannot predict its ultimate impact on, our business, results of operations and financial condition.”

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2022.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future interim or annual period.

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

Use of Estimates

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

under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original 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, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands):


	March 31, 2022		December 31, 2021		March 31, 2021		December 31, 2020
Cash and cash equivalents	$	5,391,844	$	6,262,905	$	809,978	$	614,412
Restricted cash included in other current assets	13,312		10,740		11,790		11,278
Restricted cash included in other noncurrent assets	25,832		24,375		16,243		14,728
Total cash, cash equivalents, and restricted cash	$	5,430,988	$	6,298,020	$	838,011	$	640,418

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Further, accounts receivable primarily consists of current trade receivables from a single customer as of March 31, 2022 and December 31, 2021, which relates specifically to sales of its battery packs.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2 of the notes to the consolidated financial statements included in the Company’s Form 10-K filed with the SEC on February 28, 2022. There have been no significant changes to these policies during the three months ended March 31, 2022.

Recently Adopted Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirements include information about the nature of the transactions and the related accounting policy, the line items on the balance sheet and income statement that are affected by the transactions, the amount applicable to each financial statement line and significant terms and conditions of the transactions. The guidance is effective for annual periods beginning after December 15, 2021 and can be applied either prospectively or retrospectively. The Company has adopted ASU 2021-10 prospectively on January 1, 2022. The adoption of this ASU did not have an impact to the consolidated financial statements and related disclosures.

REVERSE RECAPITALIZATION

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

REVERSE RECAPITALIZATION

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

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

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

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

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

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

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

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

•Churchill and the Churchill Sponsor entered into a letter agreement (the “Sponsor Agreement”), pursuant to which the Churchill Sponsor agreed that 17,250,000 shares of Churchill’s issued and outstanding common stock beneficially held by the Churchill Sponsor (the “Sponsor Earnback Shares”) and 14,783,333 Private Placement Warrants beneficially held by the Churchill Sponsor (the “Sponsor Earnback Warrants”) to purchase shares of the Churchill’s common stock shall become subject to transfer restrictions and contingent forfeiture provisions upon the Closing of the Merger until Lucid’s stock price exceeded certain predetermined levels in the post-Merger period. Any such shares and warrants not released from these transfer restrictions during the earnback period, which expires on the fifth anniversary of the Closing, will be forfeited back to Lucid for no consideration. See Note 12 - Earnback Shares and Warrants for more information; and

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

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 Placement Warrants held by the Churchill Sponsor. The 44,350,000 Private Placement Warrants beneficially owned by the Churchill Sponsor as of the consummation of the Merger includes the 14,783,333 Sponsor Earnback Warrants.

The Merger has been accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. The reverse recapitalization accounting treatment was primarily determined based on the stockholders of Legacy Lucid having a relative majority of the voting power of Lucid and having the ability to nominate the majority of the members of the Lucid board of directors, senior management of Legacy Lucid comprise the senior management of Lucid, and the strategy and operations of Legacy Lucid prior to the Merger comprise the only ongoing strategy and operations of Lucid. Accordingly, for accounting purposes, the financial statements of Lucid represent a continuation of the financial statements of Legacy Lucid with the Merger

being treated as the equivalent of Legacy Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Lucid and the accumulated deficit of Legacy Lucid has been carried forward after Closing.

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

In connection with the Closing of the Merger, the Company raised $4,439.2 million of gross proceeds, including the contribution of $2,070.1 million of cash held in Churchill’s trust account from its initial public offering along with $2,500.0 million of cash raised by Churchill in connection with the PIPE Investment and $0.4 million of cash held in the Churchill operating cash account. The gross proceeds were net of $0.2 million paid to redeem 21,644 shares of Churchill Class A common stock held by public stockholders and $131.4 million in costs incurred by Churchill prior to the Closing. The Company additionally incurred $38.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $36.2 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $2.7 million was expensed in July 2021. The total net cash proceeds to the Company were $4,400.3 million.

BALANCE SHEETS COMPONENTS

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEETS COMPONENTS

INVENTORY

Inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	234,444	$	87,646
Work in progress	43,082		30,641
Finished goods	56,380		8,963
Total inventory	$	333,906	$	127,250

Inventory as of March 31, 2022 and December 31, 2021 was comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders and new vehicles available for sale. We write down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the three months ended March 31, 2022, we recorded write-downs of $96.4 million in cost of revenues. No write-downs were recorded during the three months ended March 31, 2021.

PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Land and land improvements	$	1,050	$	1,050
Building and improvements	197,268		195,952
Machinery, Tooling and Vehicles	652,725		601,791
Computer equipment and software	32,961		27,968
Leasehold improvements	144,457		135,533
Furniture and fixtures	19,207		15,352
Finance leases	14,779		13,601
Construction in progress	389,228		276,919
Total property, plant, and equipment	1,451,675		1,268,166
Less accumulated depreciation and amortization	(124,131)		(86,013)
Property, plant, and equipment — net	$	1,327,544	$	1,182,153

Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset

and bringing it to the location in the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are completed and are ready for use. Construction in progress consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Machinery and Tooling	$	207,847	$	132,943
Construction of Arizona plant	136,459		112,970
Leasehold improvements	44,922		31,006
Total construction in progress	$	389,228	$	276,919

Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was approximately $38.2 million and $4.9 million, respectively.

OTHER CURRENT AND LONG-TERM LIABILITIES

Other current liabilities and long-term liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Engineering, design, and testing accrual	$	20,251	$	33,950
Construction in progress	97,754		92,590
Accrued purchases (1)	98,527		12,225
Retail leasehold improvements accrual	14,888		15,796
Other professional services accrual	23,741		13,944
Tooling liability	20,866		23,966
Short-term insurance financing note	4,399		15,281
Operating lease liabilities, current portion	12,448		11,056
Other current liabilities	119,384		99,404
Total other current liabilities	$	412,258	$	318,212

(1) Accrued purchases primarily reflects inventory purchases and related transportation charges that had not been invoiced.


	March 31, 2022		December 31, 2021
Operating lease liabilities, net of current portion	$	189,516	$	185,323
Other long-term liabilities	5,351		3,252
Total other long-term liabilities	$	194,867	$	188,575

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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

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

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

•Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not

supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

Level 1 investments consist solely of money market fund which is valued using quoted prices that are available in an active market. Level 3 liabilities consist of convertible preferred stock warrant liability, contingent forward contract 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 March 31, 2022 (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	5,250,516	$	—	$	—	$	5,250,516
Total cash and cash equivalents	$	5,250,516	$	—	$	—	$	5,250,516
Other noncurrent assets
Money market funds	$	25,832	$	—	$	—	$	25,832
Total assets	$	5,276,348	$	—	$	—	$	5,276,348

Liabilities:
Common stock warrant liability	$	—	$	—	$	871,478	$	871,478
Total liabilities	$	—	$	—	$	871,478	$	871,478


	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	6,102,017	$	—	$	—	$	6,102,017
Total cash and cash equivalents	$	6,102,017	$	—	$	—	$	6,102,017
Other noncurrent assets
Money market funds	23,179		$	—	$	—	$	23,179
Total assets	$	6,125,196	$	—	$	—	$	6,125,196

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

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 was as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
	Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability
Fair value-beginning of period	$	1,394,808	$	—	$	2,960
Issuance	—		2,167,332		—
Change in fair value	(523,330)		442,164		6,976
Settlement	—		(1,444,886)		(9,936)
Fair value-end of period	$	871,478	$	1,164,610	$	—

- Definition

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

+ References + Details

LONG-TERM DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

LONG-TERM DEBT

2026 Notes

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

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

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

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

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

•upon the occurrence of specified corporate events; or

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

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

The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following is a summary of the 2026 Notes as of March 31, 2022 and December 31, 2021 (in millions):


	March 31, 2022		December 31, 2021
Principal Amount	$	2,012.5	$	2,012.5
Unamortized Debt Discounts and Issuance Costs	24.5		25.7
Net Carrying Amount	1,988.0		1,986.8

Fair Value (Level 2)	$	1,528.2	$	1,984.6

Interest expense related to the 2026 Notes was $7.5 million, including $6.3 million contractual interest and $1.2 million attributable to the amortization of the debt discounts and debt issuance costs for the three months ended March 31, 2022. The effective interest rate for the convertible note is 1.5%.

The 2026 Notes were not eligible for conversion as of March 31, 2022 and 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.

Saudi Industrial Development Fund (“SIDF”) Loan Agreement

On February 27, 2022, Lucid, LLC, a limited liability company established in the Kingdom of Saudi Arabia and a subsidiary of the Company (“Lucid LLC”) entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with the SIDF. Under the SIDF Loan Agreement, SIDF has committed to provide loans (the “SIDF Loans”) to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. SIDF Loans will be subject to repayment in semi-annual installments in amounts ranging from SAR 25 million to SAR 350 million, commencing on April 3, 2026 and ending on November 12, 2038. SIDF Loans are financing and will be used to finance certain costs in connection with the development and construction of the Company’s planned manufacturing facility in the Kingdom of Saudi Arabia (“the KSA Facility”). Lucid LLC may repay SIDF Loans earlier than the maturity date without penalty. Obligations under the SIDF Loan Agreement do not extend to the Company or any of its other subsidiaries.

SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $111 million) to SAR 1.77 billion (approximately $471 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby.

The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of March 31, 2022, no amounts were outstanding under the SIDF Loan Agreement.

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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+ Details

CONTINGENT FORWARD CONTRACTS

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 condensed 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 $442.2 million fair value remeasurement loss related to the contingent forward contract liability for the three months ended March 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.

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


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

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


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

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

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY	3 Months Ended
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY	Mar. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY	CONVERTIBLE PREFERRED STOCK WARRANT LIABILITYIn March and September 2017, the Company issued two convertible preferred stock warrants to purchase a total of 1,546,799 shares of Series D convertible preferred stock, with an exercise price of $1.94 per share. The convertible preferred stock warrants had been recorded at fair value using a Monte-Carlo simulation at issuance and had been subsequently remeasured to fair value each reporting period with the changes recorded in the condensed consolidated statements of operations. 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 losses related to fair value remeasurements of the warrants in the condensed consolidated statements of operations for the three months ended March 31, 2021.

COMMON STOCK WARRANT LIABILITY

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

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 Placement Warrants to purchase shares of Lucid’s common stock. The Private Placement Warrants were initially recognized as a liability with a fair value of $812.0 million and was remeasured to fair value of $1,394.8 million as of December 31, 2021. The Private Placement Warrants remained unexercised and were remeasured to fair value of $871.5 million as of March 31, 2022, resulting in a gain of $523.3 million for the three months ended March 31, 2022 recognized in the condensed consolidated statements of operations.

The 44,350,000 Private Placement 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 Placement 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 Placement 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 Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows:


	March 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	19.65	$	31.45

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:


	March 31, 2022		December 31, 2021
Volatility	85.00	%	85.00	%
Expected term (in years)	4.3		4.6
Risk-free rate	2.43	%	1.20	%
Dividend yield	—	%	—	%

CONVERTIBLE PREFERRED STOCK

3 Months Ended

Mar. 31, 2022

Features of Convertible Preferred Stock [Abstract]

CONVERTIBLE PREFERRED STOCK

Convertible Preferred Stock

Upon the Closing of the Merger, all 1,155,909,367 shares of issued and outstanding convertible preferred stock were cancelled and converted into 1,155,909,367 shares of Lucid common stock based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective. As of March 31, 2022 and 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 condensed consolidated balance sheet as of December 31, 2020 related to the difference in fair value and carrying value of the Series C stock repurchased.

Fourth Company Repurchase (Series C - December 2020)

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

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

Fifth Company Repurchase (Series B - December 2020)

On December 22, 2020, the Company entered into an agreement with JAFCO Asia Technology Fund V (“JAFCO”) whereby the Company agreed to repurchase 3,525,332 Series B convertible preferred stock having a carrying value of $4.0 million, from JAFCO for a total consideration of $3.0 million. The agreement resulted in an extinguishment of the Series B convertible preferred stock and the Company recognized $1.0 million in additional paid-in capital being the difference in fair value of the consideration payable and the carrying value of the Series B convertible preferred stock. As of the date of extinguishment and as of December 31, 2020 the Series B convertible preferred stock subject to repurchase had been mandatorily redeemable within 45 days of the agreement and accordingly had been reclassified to other accrued liabilities on the condensed 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
Contingent forward contract liability reclassified to Series D in March 2020	18,180
Series D received in June 2020	200,000
Contingent forward contract liability reclassified to Series D in June 2020	21,384
Conversion of preferred stock warrant to Series D in February 2021	3,000
Reclassification of preferred stock warrant liability to Series D in February 2021	9,936
Total proceeds of Series D	$	1,324,485

Series E Convertible Preferred Stock Issuance

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

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

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY

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 March 31, 2022 and 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 entitled 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 was 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 fiscal year 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. No common stock was repurchased for the three months ended March 31, 2022.

Common Stock Reserved for Issuance

The Company’s common stock reserved for future issuances as of March 31, 2022 and December 31, 2021, are as follows:


	March 31, 2022	December 31, 2021
Private warrants to purchase common stock	44,350,000	44,350,000
Stock options outstanding	50,700,238	64,119,902
Restricted stock units outstanding	34,235,618	48,234,611
Shares available for future grants under equity plans	24,781,391	16,761,960
If-converted common shares from convertible note	36,737,785	36,737,785
Total shares of common stock reserved	190,805,032	210,204,258

- Definition

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.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EARNBACK SHARES AND WARRANTS	3 Months Ended
EARNBACK SHARES AND WARRANTS	Mar. 31, 2022
Equity [Abstract]
EARNBACK SHARES AND WARRANTS	EARNBACK SHARES AND WARRANTSDuring the period between the Closing and the five-year anniversary of the Closing, the Churchill Sponsor has subjected the 17,250,000 Sponsor Earnback Shares of issued and outstanding common stock and 14,783,333 Sponsor Earnback Warrants of issued and outstanding Private Placement Warrants to potential forfeiture to Lucid for no consideration until the occurrence of each tranche’s respective earnback triggering event. The earnback triggering events related to achieving a volume-weighted average trading sale price greater than or equal to $20.00, $25.00, and $30.00, respectively, for any 40 trading days within any 60 consecutive trading day period were satisfied during the year ended December 31, 2021. As a result, the 17,250,000 Sponsor Earnback Shares of issued and outstanding common stock and 14,783,333 Sponsor Earnback Warrants of issued and outstanding Private Placement Warrants were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions.

STOCK-BASED AWARDS

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

STOCK-BASED AWARDS

Stock Options

A summary of stock option activity for the three months ended March 31, 2022 was as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance—December 31, 2021	64,119,902	$	1.08	6.6	$	2,370,666
Options granted	—	—
Options exercised	(12,103,110)	0.76
Options canceled	(1,316,554)	1.60
Balance—March 31, 2022	50,700,238	$	1.14	7.01	$	1,231,047
Options vested and exercisable March 31, 2022	33,233,881	$	0.90	6.32	$	814,996

As of March 31, 2022, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $10.2 million, which is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock Unit

A summary of RSU award activity was as follows:


	Restricted Stock Units
	Time-Based Shares	Performance-Based Shares	Total Shares	Weighted-Average Grant-Date Fair Value
Balance as of December 31, 2021	32,210,200	16,024,411	48,234,611	$	20.45
Granted	1,615,027	—	1,615,027	26.50
Vested	(1,174,633)	(13,934,271)	(15,108,904)	17.79
Cancelled/Forfeited	(505,116)	—	(505,116)	24.46
Balance as of March 31, 2022	32,145,478	2,090,140	34,235,618	$	22.25

As of March 31, 2022, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $476.2 million, which is expected to be recognized over a weighted-average period of 2.5 years.

All performance-based RSUs granted to the CEO are subject to performance and market conditions. The performance condition was satisfied upon the closing of the Merger. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions:


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

The Company recognizes compensation expense on a graded vesting schedule over the requisite vesting period for the time-based awards and over the derived service period for the CEO performance-based awards. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. In the three months ended March 31, 2022, the market capitalization condition was met for the CEO performance-based awards for four of the five tranches and certified by the Board of Directors, representing an aggregate of 13,934,271 performance RSUs. We recorded stock-based compensation expense of $85.4 million for the four tranches during the three months ended March 31, 2022, and no such expense was recognized in the same period prior year. As of March 31, 2022, the unamortized expense for the fifth tranche, representing 2,090,140 RSUs, was $16.8 million which will be recognized over a period of 1.5 years. For the three months ended March 31, 2022, the Company withheld approximately 8.0 million shares of common stock by net settlement to meet the related tax withholding requirements related to the CEO time-based and performance-based RSUs.

Stock-Based Compensation Expense

Total employee and nonemployee stock-based compensation expense for the three months ended March 31, 2022 and 2021, is classified in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	8,599	$	212
Research and development	49,756		12,952
Selling, general and administrative	116,196		91,631
Total	$	174,551	$	104,795

LEASES

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

LEASES

The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide.

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


	March 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	166,625	$	161,974

Other current liabilities	$	12,448	$	11,056
Other long-term liabilities	189,516		185,323
Total operating lease liabilities	$	201,964	$	196,379

Finance leases:
Property, plant and equipment, net	10,812		10,567
Total finance lease assets	$	10,812	$	10,567

Finance lease liabilities, current portion	$	4,485	$	4,183
Finance lease liabilities, net of current portion	6,039		6,083
Total finance lease liabilities	$	10,524	$	10,266

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


	Three Months Ended March 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	9,578	$	6,303
Variable lease expense	778		580

Finance lease expense:
Amortization of leased assets	$	1,096	$	615
Interest on lease liabilities	145		72
Total finance lease expense	$	1,241	$	687
Total lease expense	$	11,597	$	7,570

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

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


	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	8.0		7.8
Finance leases	2.6		2.5

Weighted-average discount rate:
Operating leases	10.62	%	10.98	%
Finance leases	5.67	%	5.58	%

As of March 31, 2022, 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 (remainder of the year)	$	23,616	$	3,708
2023	39,618		4,613
2024	40,076		2,012
2025	39,265		500
2026	35,545		362
Thereafter	135,060		101
Total minimum lease payments	313,180		11,296
Less: Interest	(111,216)		(772)
Present value of lease obligations	201,964		10,524
Less: Current portion	(12,448)		(4,485)
Long-term portion of lease obligations	$	189,516	$	6,039

LEASES

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


	March 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	166,625	$	161,974

Other current liabilities	$	12,448	$	11,056
Other long-term liabilities	189,516		185,323
Total operating lease liabilities	$	201,964	$	196,379

Finance leases:
Property, plant and equipment, net	10,812		10,567
Total finance lease assets	$	10,812	$	10,567

Finance lease liabilities, current portion	$	4,485	$	4,183
Finance lease liabilities, net of current portion	6,039		6,083
Total finance lease liabilities	$	10,524	$	10,266

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


	Three Months Ended March 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	9,578	$	6,303
Variable lease expense	778		580

Finance lease expense:
Amortization of leased assets	$	1,096	$	615
Interest on lease liabilities	145		72
Total finance lease expense	$	1,241	$	687
Total lease expense	$	11,597	$	7,570

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

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


	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	8.0		7.8
Finance leases	2.6		2.5

Weighted-average discount rate:
Operating leases	10.62	%	10.98	%
Finance leases	5.67	%	5.58	%

As of March 31, 2022, 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 (remainder of the year)	$	23,616	$	3,708
2023	39,618		4,613
2024	40,076		2,012
2025	39,265		500
2026	35,545		362
Thereafter	135,060		101
Total minimum lease payments	313,180		11,296
Less: Interest	(111,216)		(772)
Present value of lease obligations	201,964		10,524
Less: Current portion	(12,448)		(4,485)
Long-term portion of lease obligations	$	189,516	$	6,039

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of March 31, 2022 and December 31, 2021, the Company had $803.6 million and $286.0 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 March 31, 2022 and December 31, 2021.

The Company entered into a non-cancellable long-term commitment to purchase certain inventory components. The estimated future payments having a remaining term in excess of one year as of March 31, 2022 was as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2022 (remainder of the year)	$	45,300
2023	42,900
2024	49,800
Total	$	138,000

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-09323-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 merger between Churchill Capital Corp. IV and Atieva, Inc. and certain projections and statements. The Company is cooperating fully with the SEC in its review.

In addition, two separate purported shareholders of the Company filed shareholder derivative actions, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Peter Rawlinson, et al., Case No. 4:22-cv-00531-YGR (N.D. Cal.) (filed on February 23, 2022). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the Lebbie 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 and the Williams-Spinks complaint asserts claims for breach of fiduciary duty, gross mismanagement, abuse of control, unjust enrichment, contribution under Sections 10(b) and 21D of the Exchange Act, and aiding and abetting breach of fiduciary duty in connection with the Consolidated Class Action. The complaints seek 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 actions.

On April 1, 2022, a putative class action was filed by purported shareholder Victor Mangino under federal securities laws against Lucid Group, Inc. and certain officers of the Company relating to statements updating projections and guidance provided in the late 2021 to early 2022 timeframe. The complaint was filed in the Northern District of California, captioned Victor W. Mangino v. Lucid Group, Inc., et al., Case No. 3:22-cv-02094-JD. The complaint names as defendants Lucid Group, Inc. and the Company’s chief executive officer and chief financial officer, and generally alleges that defendants purportedly made false or misleading statements regarding delivery and revenue projections 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.

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.

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 $35.3 million and $30.4 million as of March 31, 2022 and December 31, 2021, respectively, for which no liabilities are recorded on the condensed consolidated balance sheets.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company's provision from income taxes for interim periods is determined using its effective tax rate that arise during the period. The Company's quarterly tax provision is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, and tax law developments. The Company's effective tax rate for the three months ended March 31, 2022 and the same period prior year differs from the U.S. statutory rate of 21% as a result of our U.S. losses for which no benefit will be realized, as well as state taxes and our foreign operations which are subject to tax rates that differ from those in the United States. The Company recorded an income tax provision for the three months ended March 31, 2022 of $0.3 million as compared to $4 thousand for the same period in the prior year. The increase in the income tax provision was driven by the increased activities in foreign jurisdictions. This resulted in an effective tax rate of (0.4)% for the three months ended March 31, 2022, and 0.0% for the same period prior year. There were no material changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2022, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

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

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


	Three Months Ended March 31,
	2022		2021
Net loss	$	(81,286)	$	(747,952)
Deemed dividend related to the issuance of Series E convertible preferred stock	—		(2,167,333)
Net loss attributable to common stockholders	$	(81,286)	$	(2,915,285)

Weighted-average shares outstanding—basic and diluted	1,654,322,379		32,650,874

Net loss per share:
Basic and diluted	$	(0.05)	$	(89.29)

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:


	Three Months Ended March 31,
Excluded Securities	2022	2021
Convertible preferred stock (on an as-converted basis)	—	411,875,942
Private warrants to purchase common stock	44,350,000	—
Options outstanding to purchase common stock	50,700,238	13,394,808
RSUs outstanding	34,235,618	—
If-converted common shares from convertible note	36,737,785	—
Total	166,023,641	425,270,750

The 2,090,140 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 March 31, 2022.

EMPLOYEE BENEFIT PLAN	3 Months Ended
EMPLOYEE BENEFIT PLAN	Mar. 31, 2022
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLANThe Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made no matching contribution to the 401(k) Plan for the three months ended March 31, 2022 and 2021.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Professional Services Contract In December 2021, we entered into an agreement with The Klein Group, LLC (“Klein”), an 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. The cost incurred under the agreement was $0.3 million for the three months ended March 31, 2022, and $2.3 million in the aggregate for the year ended December 31, 2021. Lease In February 2022, we entered into a lease agreement with KAEC, an affiliate of PIF, for its first international manufacturing plant in the Kingdom of Saudi Arabia. The lease has an initial term of 25 years expiring in Year 2047. As of March 31, 2022, the right-of-use assets and lease liabilities related to this lease were $5.1 million and $5.2 million, respectively. The lease expense recorded during the three months ended March 31, 2022 was immaterial.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated financial statements for the three months ended March 31, 2022, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the condensed consolidated financial statements. On April 20, 2022, Lucid LLC, a wholly owned subsidiary of Lucid Group, Inc. (collectively, the “Company”), entered into a binding letter of undertaking (the “Letter of Undertaking”) with the Ministry of Finance of the Kingdom of Saudi Arabia (“KSA”). Under the terms of the Letter of Undertaking, the Government of KSA and its entities and corporate subsidiaries (collectively, the “Kingdom”) undertake to purchase up to 100,000 vehicles from the Company over a ten-year period, with an initial commitment to purchase 50,000 vehicles and an option to purchase up to an additional 50,000 vehicles during such ten-year period. The purchase price is determined by the lower of (i) the standard retail price for the applicable vehicle in the KSA; and (ii) the standard retail price for the applicable vehicle in the United States, plus actual cost of logistics, importing, and other actual costs of delivering and homologating vehicles to KSA regulations. The order quantity by the Kingdom will initially range from 1,000 and 2,000 vehicles annually and increase to between 4,000 and 7,000 vehicles annually starting in 2025 unless otherwise agreed by the Kingdom and the Company. The delivery of the vehicles is required to commence no later than the second quarter of 2023. On April 29, 2022, Lucid LLC entered into a revolving credit facility agreement (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”). GIB is an affiliate of PIF, which is an affiliate of Ayar, the controlling stockholder of the Company. The GIB Facility Agreement provides for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.7 million). SAR 650 million (approximately $173.3 million) under the GIB Facility Agreement is available as bridge financing (the “Bridge Facility”) of Lucid LLC’s capital expenditures in connection with the KSA Facility. The remaining SAR 350 million (approximately $93.3 million) may be used for general corporate purposes (the “Working Capital Facility”). Loans under the Bridge Facility and the Working Capital Facility will have a maturity of no more than 12 months. The Bridge Facility will bear interest at a rate of 1.25% per annum over 3-month SAIBOR and the Working Capital Facility will bear interest at a rate of 1.70% per annum over 3-month SAIBOR and associated fees. Commitments under the GIB Facility Agreement will terminate, and all amounts then outstanding thereunder will become payable, on the third anniversary of the GIB Facility Agreement. The GIB Facility Agreement contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2022. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future interim or annual period. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
Principles of Consolidation	All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original 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.
Concentration of Credit Risk	Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Further, accounts receivable primarily consists of current trade receivables from a single customer as of March 31, 2022 and December 31, 2021, which relates specifically to sales of its battery packs.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirements include information about the nature of the transactions and the related accounting policy, the line items on the balance sheet and income statement that are affected by the transactions, the amount applicable to each financial statement line and significant terms and conditions of the transactions. The guidance is effective for annual periods beginning after December 15, 2021 and can be applied either prospectively or retrospectively. The Company has adopted ASU 2021-10 prospectively on January 1, 2022. The adoption of this ASU did not have an impact to the consolidated financial statements and related disclosures.
Fair Value Measurement	The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: •Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities. •Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. •Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash

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


	March 31, 2022		December 31, 2021		March 31, 2021		December 31, 2020
Cash and cash equivalents	$	5,391,844	$	6,262,905	$	809,978	$	614,412
Restricted cash included in other current assets	13,312		10,740		11,790		11,278
Restricted cash included in other noncurrent assets	25,832		24,375		16,243		14,728
Total cash, cash equivalents, and restricted cash	$	5,430,988	$	6,298,020	$	838,011	$	640,418

Schedule of Restricted Cash

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


	March 31, 2022		December 31, 2021		March 31, 2021		December 31, 2020
Cash and cash equivalents	$	5,391,844	$	6,262,905	$	809,978	$	614,412
Restricted cash included in other current assets	13,312		10,740		11,790		11,278
Restricted cash included in other noncurrent assets	25,832		24,375		16,243		14,728
Total cash, cash equivalents, and restricted cash	$	5,430,988	$	6,298,020	$	838,011	$	640,418

REVERSE RECAPITALIZATION (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Reverse Recapitalization


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

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

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

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

BALANCE SHEETS COMPONENTS (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory

Inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	234,444	$	87,646
Work in progress	43,082		30,641
Finished goods	56,380		8,963
Total inventory	$	333,906	$	127,250

Schedule of Property, Plant and Equipment and Construction in Progress

Property, plant, and equipment as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Land and land improvements	$	1,050	$	1,050
Building and improvements	197,268		195,952
Machinery, Tooling and Vehicles	652,725		601,791
Computer equipment and software	32,961		27,968
Leasehold improvements	144,457		135,533
Furniture and fixtures	19,207		15,352
Finance leases	14,779		13,601
Construction in progress	389,228		276,919
Total property, plant, and equipment	1,451,675		1,268,166
Less accumulated depreciation and amortization	(124,131)		(86,013)
Property, plant, and equipment — net	$	1,327,544	$	1,182,153

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


	March 31, 2022		December 31, 2021
Machinery and Tooling	$	207,847	$	132,943
Construction of Arizona plant	136,459		112,970
Leasehold improvements	44,922		31,006
Total construction in progress	$	389,228	$	276,919

Schedule of Other Current Liabilities

Other current liabilities and long-term liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	March 31, 2022		December 31, 2021
Engineering, design, and testing accrual	$	20,251	$	33,950
Construction in progress	97,754		92,590
Accrued purchases (1)	98,527		12,225
Retail leasehold improvements accrual	14,888		15,796
Other professional services accrual	23,741		13,944
Tooling liability	20,866		23,966
Short-term insurance financing note	4,399		15,281
Operating lease liabilities, current portion	12,448		11,056
Other current liabilities	119,384		99,404
Total other current liabilities	$	412,258	$	318,212

(1) Accrued purchases primarily reflects inventory purchases and related transportation charges that had not been invoiced.

Schedule of Other Noncurrent Liabilities


	March 31, 2022		December 31, 2021
Operating lease liabilities, net of current portion	$	189,516	$	185,323
Other long-term liabilities	5,351		3,252
Total other long-term liabilities	$	194,867	$	188,575

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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


	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	5,250,516	$	—	$	—	$	5,250,516
Total cash and cash equivalents	$	5,250,516	$	—	$	—	$	5,250,516
Other noncurrent assets
Money market funds	$	25,832	$	—	$	—	$	25,832
Total assets	$	5,276,348	$	—	$	—	$	5,276,348

Liabilities:
Common stock warrant liability	$	—	$	—	$	871,478	$	871,478
Total liabilities	$	—	$	—	$	871,478	$	871,478


	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	6,102,017	$	—	$	—	$	6,102,017
Total cash and cash equivalents	$	6,102,017	$	—	$	—	$	6,102,017
Other noncurrent assets
Money market funds	23,179		$	—	$	—	$	23,179
Total assets	$	6,125,196	$	—	$	—	$	6,125,196

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

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


	Three Months Ended March 31,
	2022		2021
	Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability
Fair value-beginning of period	$	1,394,808	$	—	$	2,960
Issuance	—		2,167,332		—
Change in fair value	(523,330)		442,164		6,976
Settlement	—		(1,444,886)		(9,936)
Fair value-end of period	$	871,478	$	1,164,610	$	—

LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The following is a summary of the 2026 Notes as of March 31, 2022 and December 31, 2021 (in millions):


	March 31, 2022		December 31, 2021
Principal Amount	$	2,012.5	$	2,012.5
Unamortized Debt Discounts and Issuance Costs	24.5		25.7
Net Carrying Amount	1,988.0		1,986.8

Fair Value (Level 2)	$	1,528.2	$	1,984.6

CONTINGENT FORWARD CONTRACTS (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Valuation Assumptions


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


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

The fair value of the Private Placement 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 Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows:


	March 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	19.65	$	31.45

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


	March 31, 2022		December 31, 2021
Volatility	85.00	%	85.00	%
Expected term (in years)	4.3		4.6
Risk-free rate	2.43	%	1.20	%
Dividend yield	—	%	—	%

COMMON STOCK WARRANT LIABILITY (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Valuation Assumptions


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


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

The fair value of the Private Placement 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 Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows:


	March 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	19.65	$	31.45

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


	March 31, 2022		December 31, 2021
Volatility	85.00	%	85.00	%
Expected term (in years)	4.3		4.6
Risk-free rate	2.43	%	1.20	%
Dividend yield	—	%	—	%

CONVERTIBLE PREFERRED STOCK (Tables)

3 Months Ended

Mar. 31, 2022

Features of Convertible Preferred Stock [Abstract]

Schedule of Convertible Preferred Stock

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


Conversion of Convertible Notes	$	271,985
Series D received in April 2019	200,000
Series D received in October 2019	400,000
Series D received in March 2020	200,000
Contingent forward contract liability reclassified to Series D in March 2020	18,180
Series D received in June 2020	200,000
Contingent forward contract liability reclassified to Series D in June 2020	21,384
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

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule Of Public Common Stock Warrants

A summary of activity of the Company’s issued and outstanding public warrants was 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 March 31, 2022 and December 31, 2021, are as follows:


	March 31, 2022	December 31, 2021
Private warrants to purchase common stock	44,350,000	44,350,000
Stock options outstanding	50,700,238	64,119,902
Restricted stock units outstanding	34,235,618	48,234,611
Shares available for future grants under equity plans	24,781,391	16,761,960
If-converted common shares from convertible note	36,737,785	36,737,785
Total shares of common stock reserved	190,805,032	210,204,258

- Definition

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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+ Details

STOCK-BASED AWARDS (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Share-based Payment Arrangement, Option, Activity

A summary of stock option activity for the three months ended March 31, 2022 was as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance—December 31, 2021	64,119,902	$	1.08	6.6	$	2,370,666
Options granted	—	—
Options exercised	(12,103,110)	0.76
Options canceled	(1,316,554)	1.60
Balance—March 31, 2022	50,700,238	$	1.14	7.01	$	1,231,047
Options vested and exercisable March 31, 2022	33,233,881	$	0.90	6.32	$	814,996

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSU award activity was as follows:


	Restricted Stock Units
	Time-Based Shares	Performance-Based Shares	Total Shares	Weighted-Average Grant-Date Fair Value
Balance as of December 31, 2021	32,210,200	16,024,411	48,234,611	$	20.45
Granted	1,615,027	—	1,615,027	26.50
Vested	(1,174,633)	(13,934,271)	(15,108,904)	17.79
Cancelled/Forfeited	(505,116)	—	(505,116)	24.46
Balance as of March 31, 2022	32,145,478	2,090,140	34,235,618	$	22.25

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

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


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

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


	Three Months Ended March 31,
	2022		2021
Cost of revenue	$	8,599	$	212
Research and development	49,756		12,952
Selling, general and administrative	116,196		91,631
Total	$	174,551	$	104,795

LEASES (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Supplemental Balance Sheet Information

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


	March 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	166,625	$	161,974

Other current liabilities	$	12,448	$	11,056
Other long-term liabilities	189,516		185,323
Total operating lease liabilities	$	201,964	$	196,379

Finance leases:
Property, plant and equipment, net	10,812		10,567
Total finance lease assets	$	10,812	$	10,567

Finance lease liabilities, current portion	$	4,485	$	4,183
Finance lease liabilities, net of current portion	6,039		6,083
Total finance lease liabilities	$	10,524	$	10,266

Schedule of Lease, Cost

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


	Three Months Ended March 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	9,578	$	6,303
Variable lease expense	778		580

Finance lease expense:
Amortization of leased assets	$	1,096	$	615
Interest on lease liabilities	145		72
Total finance lease expense	$	1,241	$	687
Total lease expense	$	11,597	$	7,570

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

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


	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	8.0		7.8
Finance leases	2.6		2.5

Weighted-average discount rate:
Operating leases	10.62	%	10.98	%
Finance leases	5.67	%	5.58	%

Schedule of Lessee, Operating Lease, Liability, Maturity

As of March 31, 2022, 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 (remainder of the year)	$	23,616	$	3,708
2023	39,618		4,613
2024	40,076		2,012
2025	39,265		500
2026	35,545		362
Thereafter	135,060		101
Total minimum lease payments	313,180		11,296
Less: Interest	(111,216)		(772)
Present value of lease obligations	201,964		10,524
Less: Current portion	(12,448)		(4,485)
Long-term portion of lease obligations	$	189,516	$	6,039

Schedule of Finance Lease, Liability, Fiscal Year Maturity

As of March 31, 2022, 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 (remainder of the year)	$	23,616	$	3,708
2023	39,618		4,613
2024	40,076		2,012
2025	39,265		500
2026	35,545		362
Thereafter	135,060		101
Total minimum lease payments	313,180		11,296
Less: Interest	(111,216)		(772)
Present value of lease obligations	201,964		10,524
Less: Current portion	(12,448)		(4,485)
Long-term portion of lease obligations	$	189,516	$	6,039

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation, Fiscal Year Maturity

The estimated future payments having a remaining term in excess of one year as of March 31, 2022 was as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2022 (remainder of the year)	$	45,300
2023	42,900
2024	49,800
Total	$	138,000

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

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


	Three Months Ended March 31,
	2022		2021
Net loss	$	(81,286)	$	(747,952)
Deemed dividend related to the issuance of Series E convertible preferred stock	—		(2,167,333)
Net loss attributable to common stockholders	$	(81,286)	$	(2,915,285)

Weighted-average shares outstanding—basic and diluted	1,654,322,379		32,650,874

Net loss per share:
Basic and diluted	$	(0.05)	$	(89.29)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
Excluded Securities	2022	2021
Convertible preferred stock (on an as-converted basis)	—	411,875,942
Private warrants to purchase common stock	44,350,000	—
Options outstanding to purchase common stock	50,700,238	13,394,808
RSUs outstanding	34,235,618	—
If-converted common shares from convertible note	36,737,785	—
Total	166,023,641	425,270,750

DESCRIPTION OF BUSINESS (Details) - USD ($)		3 Months Ended
DESCRIPTION OF BUSINESS (Details) - USD ($)	Jul. 23, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss		$ (81,286,000)	$ (747,952,000)
Accumulated deficit		(6,147,158,000)		$ (6,065,872,000)
Proceeds from reverse recapitalization, net of transaction costs	$ 4,400,300,000
1.25% Convertible Senior Notes, Due December 2026
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		$ 2,012,500,000		2,012,500,000
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount				$ 2,012,500,000
Interest rate				1.25%

- Definition

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

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+ Details

- Definition

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

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jul. 22, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 5,391,844	$ 6,262,905	$ 400	$ 809,978	$ 614,412
Restricted cash included in other current assets	13,312	10,740		11,790	11,278
Restricted cash included in other noncurrent assets	25,832	24,375		16,243	14,728
Total cash, cash equivalents, and restricted cash	$ 5,430,988	$ 6,298,020		$ 838,011	$ 640,418

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

12 Months Ended

Jul. 23, 2021

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Mar. 31, 2022

USD ($)

Jul. 22, 2021

USD ($)

Mar. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Schedule Of Reverse Recapitalization [Line Items]

Common stock, shares, issued (in shares)

1,648,413,415

1,667,597,533

451,295,965

Common stock, shares outstanding (in shares)

1,618,621,534

1,647,555,590

1,666,739,708

451,295,965

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)

437,182,072

Convertible preferred stock, shares outstanding (in shares)

437,182,072

1,088,999,959

^[1]

957,159,704

^[1]

Options outstanding (in shares)

64,119,902

50,700,238

25,764,610

Options converted (in shares)

68,121,210

Non-option equity awards outstanding (in shares)

16,418,321

Non-option equity awards converted (in shares)

43,409,870

Proceeds from PIPE investment | $

$ 2,500,000

Working capital loan converted, amount | $

$ 1,500

Warrants issued for conversion of debt (in shares)

1,500,000

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

$ 1.00

Sponsor earnback shares (in shares)

17,250,000

Sponsor earnback warrants (in shares)

14,783,333

Proceeds from the reverse recapitalization | $

$ 4,439,200

Cash received upon completion of merger | $

2,070,100

Cash and cash equivalents | $

$ 6,262,905

$ 5,391,844

$ 400

$ 809,978

$ 614,412

Payments for repurchase of common stock | $

$ 200

Shares repurchased (in shares)

21,644

Reverse recapitalization, transaction costs incurred | $

$ 38,900

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

36,200

Transaction costs expensed | $

2,700

Proceeds from reverse recapitalization, net of transaction costs | $

$ 4,400,300

Churchill

Schedule Of Reverse Recapitalization [Line Items]

Common stock, shares outstanding (in shares)

207,000,000

Stock repurchased during period, shares (in shares)

21,644

Stock repurchased during period, value | $

$ 200

Reverse recapitalization transaction costs paid to date | $

$ 131,400

Legacy Common Shareholders

Schedule Of Reverse Recapitalization [Line Items]

Stock converted, reverse recapitalization (in shares)

1,193,226,511

Legacy Preferred Shareholders

Schedule Of Reverse Recapitalization [Line Items]

Stock converted, reverse recapitalization (in shares)

437,182,072

PIPE Investors

Schedule Of Reverse Recapitalization [Line Items]

Shares outstanding prior to merger (in shares)

166,666,667

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

$ 15.00

[1]

REVERSE RECAPITALIZATION - Shares of Common Stock Issued - (Details) - $ / shares		12 Months Ended
	Jul. 23, 2021	Dec. 31, 2021	Mar. 31, 2022	Jul. 22, 2021	Sep. 30, 2017
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	1,618,621,534	1,647,555,590	1,666,739,708	451,295,965
Total shares of common stock outstanding immediately prior to the merger (in shares)	425,395,023
Stock converted, reverse recapitalization (in shares)	1,193,226,511
Equity awards converted (in shares)	111,531,080
Number of warrants (in shares)	85,750,000				2
Sponsor earnback warrants (in shares)	14,783,333	14,783,333
Public Warrants
Schedule Of Reverse Recapitalization [Line Items]
Number of warrants (in shares)	41,400,000	0		41,400,000
Private warrants to purchase common stock
Schedule Of Reverse Recapitalization [Line Items]
Number of warrants (in shares)	44,350,000
Common Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	206,978,356
Sponsor Members
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	51,750,000
Stock issued during period, shares, restricted stock award, net of forfeitures (in shares)	17,250,000
PIPE Investors
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding prior to merger (in shares)	166,666,667
Shares issued, price per share (in dollars per share)	$ 15.00
Churchill
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)				207,000,000
Less redemption of Churchill shares (in shares)	(21,644)

BALANCE SHEETS COMPONENTS - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 234,444	$ 87,646
Work in progress	43,082	30,641
Finished goods	56,380	8,963
Total inventory	$ 333,906	$ 127,250

BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Write-down of inventory	$ 96,366,000	$ 0
Depreciation and amortization	$ 38,242,000	$ 4,919,000

BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 1,451,675	$ 1,268,166
Less accumulated depreciation and amortization	(124,131)	(86,013)
Property, plant, and equipment — net	1,327,544	1,182,153
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	197,268	195,952
Machinery, Tooling and Vehicles
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	652,725	601,791
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	32,961	27,968
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	144,457	135,533
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	19,207	15,352
Finance leases
Property, Plant and Equipment [Line Items]
Finance leases	14,779	13,601
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 389,228	$ 276,919

BALANCE SHEETS COMPONENTS - Construction in Progress (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Construction in progress
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 389,228	$ 276,919
Machinery and Tooling
Property, Plant and Equipment [Line Items]
Total construction in progress	207,847	132,943
Construction of Arizona plant
Property, Plant and Equipment [Line Items]
Total construction in progress	136,459	112,970
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 44,922	$ 31,006

BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Engineering, design, and testing accrual	$ 20,251	$ 33,950
Construction in progress	97,754	92,590
Accrued purchases	98,527	12,225
Retail leasehold improvements accrual	14,888	15,796
Other professional services accrual	23,741	13,944
Tooling liability	20,866	23,966
Short-term insurance financing note	4,399	15,281
Operating lease liabilities, current portion	12,448	11,056
Other current liabilities	119,384	99,404
Total other current liabilities	$ 412,258	$ 318,212

BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease liabilities, net of current portion	$ 189,516	$ 185,323
Other long-term liabilities	5,351	3,252
Total other long-term liabilities	$ 194,867	$ 188,575

FAIR VALUE MEASUREMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets:
Total cash and cash equivalents	$ 5,250,516	$ 6,102,017
Total assets	5,276,348	6,125,196
Liabilities:
Total liabilities	871,478	1,394,808
Common stock warrant liability
Liabilities:
Common stock warrant liability	871,478	1,394,808
Money market funds
Assets:
Total cash and cash equivalents	5,250,516	6,102,017
Money market funds	25,832	23,179
Level 1
Assets:
Total cash and cash equivalents	5,250,516	6,102,017
Total assets	5,276,348	6,125,196
Liabilities:
Total liabilities	0	0
Level 1 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	0	0
Level 1 \| Money market funds
Assets:
Total cash and cash equivalents	5,250,516	6,102,017
Money market funds	25,832	23,179
Level 2
Assets:
Total cash and cash equivalents	0	0
Total assets	0	0
Liabilities:
Total liabilities	0	0
Level 2 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	0	0
Level 2 \| Money market funds
Assets:
Total cash and cash equivalents	0	0
Money market funds	0	0
Level 3
Assets:
Total cash and cash equivalents	0	0
Total assets	0	0
Liabilities:
Total liabilities	871,478	1,394,808
Level 3 \| Common stock warrant liability
Liabilities:
Common stock warrant liability	871,478	1,394,808
Level 3 \| Money market funds
Assets:
Total cash and cash equivalents	0	0
Money market funds	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Common stock warrant liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	$ 1,394,808
Issuance	0
Change in fair value	(523,330)
Settlement	0
Fair value-end of period	$ 871,478
Contingent Forward Contract Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period		$ 0
Issuance		2,167,332
Change in fair value		442,164
Settlement		(1,444,886)
Fair value-end of period		1,164,610
Convertible preferred stock warrant liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period		2,960
Issuance		0
Change in fair value		6,976
Settlement		(9,936)
Fair value-end of period		$ 0

LONG-TERM DEBT -Narrative (Details)		1 Months Ended	3 Months Ended
LONG-TERM DEBT -Narrative (Details)	Feb. 27, 2022 SAR (ر.س)	Dec. 31, 2021 USD ($) day $ / shares	Mar. 31, 2022 USD ($)	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)
1.25% Convertible Senior Notes, Due December 2026
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount		$ 2,012,500,000	$ 2,012,500,000
Debt instrument, convertible, conversion ratio		0.0182548
Debt instrument, initial conversion price (in USD per share) \| $ / shares		$ 54.78
Debt instrument, convertible, threshold percentage of stock price (percent)		130.00%
Debt instrument, convertible, threshold trading days \| day		20
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount		$ 2,012,500,000
Interest rate		1.25%
Debt instrument, issuance price percentage		99.50%
Proceeds from convertible debt		$ 1,986,600,000
Debt instrument, redemption price, percentage of principal amount redeemed		100.00%
Interest expense			7,500,000
Amortization of debt issuance costs			6,300,000
Interest expense, debt, excluding amortization			$ 1,200,000
Debt instrument, effective interest rate			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 \| day		20
Debt instrument, convertible, threshold consecutive trading days \| day		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 \| day		10
Debt instrument, convertible, redemption period, number of consecutive business days \| day		5
SIDF
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount				$ 1,400,000,000	ر.س 5,190,000,000
Outstanding amounts			$ 0
SIDF \| Minimum
Debt Instrument, Redemption [Line Items]
Service fees				111,000,000	415,000,000
Debt instrument, periodic payment, principal \| ر.س	ر.س 25,000,000
SIDF \| Maximum
Debt Instrument, Redemption [Line Items]
Service fees				$ 471,000,000	ر.س 1,770,000,000
Debt instrument, periodic payment, principal \| ر.س	ر.س 350,000,000

LONG-TERM DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument, Redemption [Line Items]
Principal Amount	$ 2,012.5	$ 2,012.5
Unamortized Debt Discounts and Issuance Costs	24.5	25.7
Convertible Debt, Total	1,988.0	1,986.8
Level 2
Debt Instrument, Redemption [Line Items]
Fair Value (Level 2)	$ 1,528.2	$ 1,984.6

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

1 Months Ended

2 Months Ended

3 Months Ended

12 Months Ended

Dec. 24, 2020

Apr. 30, 2021

Mar. 31, 2021

Feb. 28, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Oct. 31, 2019

Apr. 30, 2019

Apr. 30, 2021

Mar. 31, 2022

Mar. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2021

Apr. 01, 2021

Sep. 30, 2018

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

Contingent forward contract liability, fair value loss

$ 0

$ 442,164,000

Stock price (in dollars per share)

$ 23.78

Eligible Holders

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

Aggregate value of convertible preferred shares approved for issuance

$ 71,000,000

Series D

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

Proceeds from issuance of convertible preferred stock

$ 200,000,000

$ 400,000,000

$ 200,000,000

3,000,000

Issuance of convertible preferred shares (in shares)

82,496,121

82,496,092

374,777,280

Settlement of Series D contingent forward contract liability

$ 21,384,000

$ 18,180,000

Preferred stock, price (in dollars per share)

$ 2.33

Series E

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

Proceeds from issuance of convertible preferred stock

$ 400,000,000

$ 92,900,000

$ 107,100,000

$ 400,000,000

$ 500,000,000

$ 200,000,000

$ 0

$ 507,080,000

Issuance of convertible preferred shares (in shares)

133,818,821

66,909,408

133,818,821

167,273,525

133,818,821

^[1]

Preferred stock, price (in dollars per share)

$ 2.99

Series E | Eligible Holders

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

Preferred stock, price (in dollars per share)

$ 2.99

Convertible preferred shares approved for issuance (in shares)

23,737,221

Series E | Additional Purchasers

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

Preferred stock, price (in dollars per share)

$ 2.99

Series E | Management

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

Issuance of convertible preferred shares (in shares)

3,034,194

Series E | Director

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

Issuance of convertible preferred shares (in shares)

1,658,705

Series E | Chief Executive Officer

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

Issuance of convertible preferred shares (in shares)

535,275

Series D Contingent Forward Contract Liability

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

Debt discount to the convertible notes

$ 18,600,000

Contingent forward contract, fair value

36,400,000

$ 0

Contingent forward contract reclassified to preferred shares

$ 18,200,000

Settlement of Series D contingent forward contract liability

$ 39,600,000

Contingent forward contract liability, fair value loss

8,700,000

Series E Contingent Forward Contract Liability

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

Contingent forward contract, fair value

$ 110,500,000

$ 722,400,000

$ 1,444,900,000

110,500,000

$ 800,000

$ 722,400,000

110,500,000

$ 0

Contingent forward contract reclassified to preferred shares

$ 1,200,000,000

Contingent forward contract liability, fair value loss

$ 109,700,000

$ 442,200,000

$ 109,700,000

[1]

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

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 28, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 23, 2021	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Number of warrants (in shares)					85,750,000	2
Number of shares called by warrants (in shares)						1,546,799
Warrant exercise price (in dollars per share)	$ 1.94				$ 11.50	$ 1.94
Proceeds from the exercise of public warrants	$ 3,000			$ 173,300
Issuance of Series D convertible preferred stock upon exercise of warrants	$ 12,900
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		$ 0	$ 6,976

COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	Jul. 23, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	85,750,000			2
Sponsor earnback warrants (in shares)	14,783,333		14,783,333
Sponsor earnback warrants vested (in shares)			14,783,333
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	44,350,000
Convertible preferred stock warrant liability	$ 812.0	$ 871.5	$ 1,394.8
Change in fair value of preferred stock warrant liability		$ 523.3

COMMON STOCK WARRANT LIABILITY - Fair Value of Private Warrants (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Jul. 23, 2021
Private Placement Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Fair value of warrants (in dollars per share)	$ 19.65	$ 31.45
Vesting Tranche One \| Private Placement Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share)			$ 20.00
Fair value of warrants (in dollars per share)			18.16
Vesting Tranche Two \| Private Placement Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share)			25.00
Fair value of warrants (in dollars per share)			18.07
Vesting Tranche Three \| Private Placement Warrants, Contingent
Class of Warrant or Right [Line Items]
Warrant volume-weighted average trading price (in dollars per share)			30.00
Fair value of warrants (in dollars per share)			$ 17.92

COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details) - Level 3	Mar. 31, 2022 year	Dec. 31, 2021 year
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input	0.8500	0.8500
Expected term (in years)
Class of Warrant or Right [Line Items]
Warrant measurement input	4.3	4.6
Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0243	0.0120
Expected dividend rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0	0

CONVERTIBLE PREFERRED STOCK - Narrative (Details)

1 Months Ended

2 Months Ended

3 Months Ended

8 Months Ended

12 Months Ended

16 Months Ended

45 Months Ended

Jul. 23, 2021

Dec. 31, 2020

USD ($)

Dec. 24, 2020

USD ($)

Dec. 22, 2020

USD ($)

Apr. 30, 2021

USD ($)

$ / shares

Mar. 31, 2021

USD ($)

Feb. 28, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Sep. 30, 2020

USD ($)

condition

$ / shares

Aug. 31, 2020

USD ($)

$ / shares

Jun. 30, 2020

USD ($)

Mar. 31, 2020

USD ($)

Oct. 31, 2019

USD ($)

Apr. 30, 2019

USD ($)

Apr. 30, 2021

USD ($)

$ / shares

Mar. 31, 2022

USD ($)

Mar. 31, 2021

USD ($)

Mar. 31, 2022

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

$ / shares

Dec. 31, 2019

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

Jul. 22, 2021

Dec. 31, 2018

USD ($)

Class of Stock [Line Items]

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

437,182,072

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

957,159,704

^[1]

1,088,999,959

^[1]

957,159,704

^[1]

1,088,999,959

^[1]

957,159,704

^[1]

437,182,072

Convertible preferred stock, value

$ 2,494,076,000

$ 4,454,811,000

$ 2,494,076,000

$ 4,454,811,000

$ 2,494,076,000

Number of milestone conditions required to receive funding | condition

Contingent forward contract liability, fair value loss

$ 0

442,164,000

Stock-based compensation expense

$ 174,551,000

104,795,000

Common stock, shares authorized (in shares) | shares

1,316,758,889

15,000,000,000

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

1,155,909,398

Eligible Holders

Class of Stock [Line Items]

Aggregate value of convertible preferred shares approved for issuance

$ 71,000,000

Series E Contingent Forward Contract Liability

Class of Stock [Line Items]

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

110,500,000

Contingent forward contract liability, fair value loss

109,700,000

$ 442,200,000

109,700,000

Series C

Class of Stock [Line Items]

Repurchase of convertible preferred shares (in shares) | shares

11,331,430

Repurchase of convertible preferred shares

$ 60,000,000

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

$ 5.30

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

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]

Repurchase of convertible preferred shares (in shares) | shares

^[1]

3,525,365

Payments for repurchase of convertible preferred stock

$ 0

$ 3,000,000

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

Convertible preferred stock, value

4,000,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 1,000,000

Convertible preferred shares subject to repurchase, mandatory redemption term

45 days

Series D

Class of Stock [Line Items]

Convertible preferred stock issuable, value

$ 400,000,000

Proceeds from issuance of convertible preferred stock

$ 200,000,000

$ 400,000,000

$ 200,000,000

3,000,000

Conversion of convertible notes

$ 272,000,000

$ 271,985,000

Issuance of convertible preferred shares (in shares) | shares

82,496,121

82,496,092

374,777,280

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

$ 2.33

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

$ 872,000,000

Series D Preferred Stock, Tranche One

Class of Stock [Line Items]

Convertible preferred stock issuable, value

$ 200,000,000

Series D Preferred Stock, Tranche Three

Class of Stock [Line Items]

Convertible preferred stock issuable, value

400,000,000

Series D Preferred Stock, Tranche Two

Class of Stock [Line Items]

Convertible preferred stock issuable, value

$ 400,000,000

Series E

Class of Stock [Line Items]

Proceeds from issuance of convertible preferred stock

$ 400,000,000

$ 92,900,000

$ 107,100,000

$ 400,000,000

$ 500,000,000

$ 200,000,000

$ 0

$ 507,080,000

Issuance of convertible preferred shares (in shares) | shares

133,818,821

66,909,408

133,818,821

167,273,525

133,818,821

^[1]

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

$ 2.99

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

200,700,000

Stock-based compensation expense

$ 123,600,000

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

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

Legacy Preferred Shareholders

Class of Stock [Line Items]

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

1,155,909,367

[1]

CONVERTIBLE PREFERRED STOCK - Schedule of Proceeds from Series D Preferred Stock (Details) - USD ($) $ in Thousands	1 Months Ended					3 Months Ended		12 Months Ended		45 Months Ended
	Feb. 28, 2021	Jun. 30, 2020	Mar. 31, 2020	Oct. 31, 2019	Apr. 30, 2019	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2019	Sep. 30, 2021
Class of Stock [Line Items]
Conversion of preferred stock warrant to Series D in February 2021	$ 3,000							$ 173,300
Series D
Class of Stock [Line Items]
Conversion of convertible notes									$ 272,000	$ 271,985
Proceeds from issuance of convertible preferred stock		$ 200,000	$ 200,000	$ 400,000	$ 200,000	$ 0	$ 3,000
Contingent forward contract liability reclassified to Series D		$ 21,384	$ 18,180
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

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Millions		1 Months Ended	5 Months Ended	12 Months Ended
	Jul. 23, 2021 $ / shares shares	Feb. 28, 2021 USD ($) $ / shares	Dec. 31, 2021 vote $ / shares shares	Dec. 31, 2021 USD ($) vote $ / shares shares	Mar. 31, 2022 $ / shares shares	Jul. 22, 2021 shares	Sep. 30, 2017 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)			0	0	0
Preferred stock, shares outstanding (in shares)			0	0	0
Reverse recapitalization, shares issued (in shares)	425,395,023
Common stock, shares outstanding (in shares)	1,618,621,534		1,647,555,590	1,647,555,590	1,666,739,708	451,295,965
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Number of votes allowed per share \| vote			1	1
Number of warrants (in shares)	85,750,000						2
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50	$ 1.94					$ 1.94
Warrants exercised (in shares)				41,034,197
Warrants exercised, cashless (in shares)				25,966,976
Proceeds from the exercise of public warrants \| $		$ 3.0		$ 173.3
Warrants redeemed (in shares)				365,803
Warrant, redemption price (in dollars per share) \| $ / shares			$ 0.01	$ 0.01
Shares repurchased (in shares)				857,825
Shares repurchased, repurchase price (in dollars per share) \| $ / shares				$ 24.15
Public Warrants
Class of Stock [Line Items]
Number of warrants (in shares)	41,400,000		0	0		41,400,000
Warrants exercised (in shares)			41,034,197
Warrants redeemed (in shares)			365,803
Legacy Preferred Shareholders
Class of Stock [Line Items]
Stock converted, after exchange ratio (in shares)	1,155,909,367
Employees
Class of Stock [Line Items]
Shares repurchased (in shares)				712,742
Directors of Atieva
Class of Stock [Line Items]
Shares repurchased (in shares)				145,083

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

STOCKHOLDERS’ EQUITY - Common Stock Reserved for Issuance (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	190,805,032	210,204,258
Private warrants to purchase common stock
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	44,350,000	44,350,000
Stock options outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	50,700,238	64,119,902
Restricted stock units outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	34,235,618	48,234,611
Shares available for future grants under equity plans
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	24,781,391	16,761,960
If-converted common shares from convertible note
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	36,737,785	36,737,785

EARNBACK SHARES AND WARRANTS (Details)	12 Months Ended
EARNBACK SHARES AND WARRANTS (Details)	Dec. 31, 2021 day $ / shares shares
Class of Stock [Line Items]
Earnback period	5 years
Sponsor earnback shares vested (in shares) \| shares	17,250,000
Sponsor earnback warrants vested (in shares) \| shares	14,783,333
Threshold trading days \| day	40
Threshold consecutive trading days \| day	60
Vesting Tranche One
Class of Stock [Line Items]
Sponsor earnback warrants, target stock price (in dollars per share)	$ 20.00
Vesting Tranche Two
Class of Stock [Line Items]
Sponsor earnback warrants, target stock price (in dollars per share)	25.00
Vesting Tranche Three
Class of Stock [Line Items]
Sponsor earnback warrants, target stock price (in dollars per share)	$ 30.00

STOCK-BASED AWARDS - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Balance - beginning of period (in shares)	64,119,902
Options granted (in shares)	0
Options exercised (in shares)	(12,103,110)
Options canceled (in shares)	(1,316,554)
Balance - end of period (in shares)	50,700,238	64,119,902
Weighted Average Exercise Price
Balance - beginning of period (in dollars per share)	$ 1.14	$ 1.08
Options granted (in dollars per share)	0
Options exercised (in dollars per share)	0.76
Options canceled (in dollars per share)	1.60
Balance - end of period (in dollars per share)	$ 1.14	$ 1.08
Additional Disclosures
Options outstanding, weighted average remaining contractual term	7 years 3 days	6 years 7 months 6 days
Options outstanding, intrinsic value	$ 1,231,047	$ 2,370,666
Options vested and exercisable, number of options (in shares)	33,233,881
Options vested and exercisable, weighted average exercise price (in dollars per share)	$ 0.90
Options vested and exercisable, weighted average remaining contractual term	6 years 3 months 25 days
Options vested and exercisable, intrinsic value	$ 814,996

STOCK-BASED AWARDS - Narrative (Details)	3 Months Ended
STOCK-BASED AWARDS - Narrative (Details)	Mar. 31, 2022 USD ($) installment shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vested (in shares)	15,108,904
Stock-based compensation expense \| $	$ 174,551,000	$ 104,795,000
Nonvested awards (in shares)	34,235,618		48,234,611
Shares withheld for tax withholding obligation (in shares)	8,000,000
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $	$ 10,200,000
Unamortized share-based compensation, options, amortization period	2 years 3 months 18 days
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $	$ 476,200,000
Unamortized share-based compensation, options, amortization period	2 years 6 months
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vested (in shares)	13,934,271
Nonvested awards (in shares)	2,090,140		16,024,411
Performance-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vesting installments with performance conditions met \| installment	4
Number of vesting installments \| installment	5
Awards vested (in shares)	13,934,271
Stock-based compensation expense \| $	$ 85,400,000	$ 0
Performance-Based Shares \| Chief Executive Officer \| Award Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $	$ 16,800,000
Unamortized share-based compensation, options, amortization period	1 year 6 months
Nonvested awards (in shares)	2,090,140

STOCK-BASED AWARDS - Restricted Stock Award Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Shares
Balance at beginning of period (in shares)	48,234,611
Granted (in shares)	1,615,027
Vested (in shares)	(15,108,904)
Cancelled/forfeited (in shares)	(505,116)
Balance at end of period (in shares)	34,235,618
Restricted stock units outstanding
Weighted-Average Grant-Date Fair Value
Balance at beginning of period (in dollars per share)	$ 22.25	$ 20.45
Granted (in dollars per share)	26.50
Vested (in dollars per share)	17.79
Cancelled/forfeited (in dollars per share)	24.46
Balance at end of period (in dollars per share)	$ 22.25
Time-Based Shares
Shares
Balance at beginning of period (in shares)	32,210,200
Granted (in shares)	1,615,027
Vested (in shares)	(1,174,633)
Cancelled/forfeited (in shares)	(505,116)
Balance at end of period (in shares)	32,145,478
Performance-Based Shares
Shares
Balance at beginning of period (in shares)	16,024,411
Granted (in shares)	0
Vested (in shares)	(13,934,271)
Cancelled/forfeited (in shares)	0
Balance at end of period (in shares)	2,090,140

STOCK-BASED AWARDS - Valuation Assumptions (Details) - Performance-Based Shares	Mar. 27, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility	60.00%
Expected term (in years)	5 years
Risk-free interest rate	0.90%
Expected dividends	0.00%

STOCK-BASED AWARDS - Share-based Payment Arrangement, Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 174,551	$ 104,795
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	8,599	212
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	49,756	12,952
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 116,196	$ 91,631

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease, liability, current, statement of financial position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Operating lease, liability, noncurrent, statement of financial position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Operating leases:
Operating lease right-of-use assets	$ 166,625	$ 161,974
Other current liabilities	12,448	11,056
Other long-term liabilities	189,516	185,323
Total operating lease liabilities	201,964	196,379
Finance leases:
Total finance lease assets	10,812	10,567
Finance lease liabilities, current portion	4,485	4,183
Total finance lease liabilities	6,039	6,083
Total finance lease liabilities	$ 10,524	$ 10,266

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Operating lease expense:
Operating lease expense	$ 9,578	$ 6,303
Variable lease expense	778	580
Finance lease expense:
Amortization of leased assets	1,096	615
Interest on lease liabilities	145	72
Total finance lease expense	1,241	687
Total lease expense	$ 11,597	$ 7,570

LEASES - Remaining Terms and Discount Rates (Details)	Mar. 31, 2022	Dec. 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	8 years	7 years 9 months 18 days
Finance leases	2 years 7 months 6 days	2 years 6 months
Weighted-average discount rate:
Operating leases	10.62%	10.98%
Finance leases	5.67%	5.58%

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Operating Leases
2022 (remainder of the year)	$ 23,616
2023	39,618
2024	40,076
2025	39,265
2026	35,545
Thereafter	135,060
Total minimum lease payments	313,180
Less: Interest	(111,216)
Total operating lease liabilities	201,964	$ 196,379
Other current liabilities	(12,448)	(11,056)
Long-term portion of lease obligations	189,516	185,323
Finance Leases
2022 (remainder of the year)	3,708
2023	4,613
2024	2,012
2025	500
2026	362
Thereafter	101
Total minimum lease payments	11,296
Less: Interest	(772)
Total finance lease liabilities	10,524	10,266
Less: Current portion	(4,485)	(4,183)
Long-term portion of lease obligations	$ 6,039	$ 6,083

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions	Apr. 18, 2021 lawsuit	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
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 \| $		$ 35.3	$ 30.4
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Contractual obligation \| $		$ 803.6	$ 286.0

COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022 (remainder of the year)	$ 45,300
2023	42,900
2024	49,800
Total	$ 138,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 323	$ 4
Effective income tax rate	(0.40%)	(0.00%)

- Definition

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

+ References + Details

NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (81,286)	$ (747,952)
Deemed dividend related to the issuance of Series E convertible preferred stock	0	(2,167,333)
Net loss attributable to common stockholders	(81,286)	(2,915,285)
Net loss attributable to common stockholders	$ (81,286)	$ (2,915,285)
Weighted average shares outstanding - basic (in shares)	1,654,322,379	32,650,874
Weighted average shares outstanding - diluted (in shares)	1,654,322,379	32,650,874
Net loss per share - basic (in dollars per share)	$ (0.05)	$ (89.29)
Net loss per share - diluted (in dollars per share)	$ (0.05)	$ (89.29)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

NET LOSS PER SHARE - Antidilutive Securities Excluded from Earnings per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	166,023,641	425,270,750
Convertible preferred stock (on an as-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	0	411,875,942
Private warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	44,350,000	0
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)	50,700,238	13,394,808
RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	34,235,618	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

NET LOSS PER SHARE - Narrative (Details)	3 Months Ended
NET LOSS PER SHARE - Narrative (Details)	Mar. 31, 2022 shares
Restricted stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of underlying shares contingently issuable (in shares)	2,090,140

EMPLOYEE BENEFIT PLAN (Details) - USD ($)	3 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Retirement Benefits [Abstract]
Contributions employees may elect to contribute (percent)	100.00%
Company matching contribution	$ 0	$ 0

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Feb. 28, 2022
Related Party Transaction [Line Items]
Right-of-use assets	$ 166,625	$ 161,974
Operating lease, liability	201,964	$ 196,379
Klein
Related Party Transaction [Line Items]
Common stock, ownership percentage, more than		5.00%
Klein
Related Party Transaction [Line Items]
Related party transaction, amount of transaction	300	$ 2,300
KAEC
Related Party Transaction [Line Items]
Lease initial term (in years)			25 years
Right-of-use assets	5,100
Operating lease, liability	$ 5,200

SUBSEQUENT EVENTS (Details) - Subsequent Event	Apr. 29, 2022 USD ($)	Apr. 20, 2022 vehicle	Apr. 29, 2022 SAR (ر.س)
GIB Facility Agreement \| Line of Credit
Subsequent Event [Line Items]
Borrowing capacity	$ 266,700,000		ر.س 1,000,000,000
Debt instrument, term	12 months
GIB Facility Agreement \| Line of Credit \| Bridge Facility
Subsequent Event [Line Items]
Borrowing capacity	$ 173,300,000		650,000,000
GIB Facility Agreement \| Line of Credit \| Bridge Facility \| Saudi Arabian Interbank Offered Rate
Subsequent Event [Line Items]
Interest rate	1.25%
GIB Facility Agreement \| Line of Credit \| Working Capital Facility
Subsequent Event [Line Items]
Borrowing capacity	$ 93,300,000		ر.س 350,000,000
GIB Facility Agreement \| Line of Credit \| Working Capital Facility \| Saudi Arabian Interbank Offered Rate
Subsequent Event [Line Items]
Interest rate	1.70%
KSA
Subsequent Event [Line Items]
Number of vehicles committed		100,000
Number of years		10 years
Number of vehicles committed, initial		50,000
Number of vehicles committed, additional		50,000
Minimum \| KSA
Subsequent Event [Line Items]
Number of vehicles ordered, initial		1,000
Number of vehicles ordered, additional		4,000
Maximum \| KSA
Subsequent Event [Line Items]
Number of vehicles ordered, initial		2,000
Number of vehicles ordered, additional		7,000