0001628280-23-005540 | 10-K | XBRL Viewer

Settlement of Series D contingent forward contract liability

$ 400,000

$ 898,932

$ 39,563

$ 110,456

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

^[1]

957,159,704

Preferred stock, ending balance at Dec. 31, 2020

$ 2,494,076

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

^[1]

21,288,741

Beginning balance at Dec. 31, 2019

(621,080)

$ 2

$ 16,431

$ 0

$ (637,513)

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

Net loss

(719,380)

Extinguishment and reclassification of Series B convertible preferred stock

1,000

Net unrealized losses on investments, net of tax

Repurchase of Series C convertible preferred stock

12,784

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

^[1]

7,502,961

Issuance of common stock upon exercise of stock options

3,285

$ 1

3,284

Stock-based compensation

4,614

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

^[1]

28,791,702

Ending balance at Dec. 31, 2020

$ (1,318,777)

$ 3

38,113

(1,356,893)

Increase (Decrease) in Temporary Equity [Roll Forward]

Repurchase of convertible preferred stock (in shares)

^[1]

(3,525,365)

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

^[1]

1,546,799

Issuance of Series D convertible preferred stock upon exercise of warrants

$ 12,936

Issuance of convertible preferred shares (in shares)

^[1]

200,728,229

Stock-based compensation related to Series E convertible preferred stock

$ 3,206,159

$ 123,614

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

^[1]

(1,155,909,367)

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

$ (5,836,785)

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

^[1]

Preferred stock, ending balance at Dec. 31, 2021

$ 0

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

Net loss

(2,579,761)

Net unrealized losses on investments, net of tax

Issuance of Series E convertible preferred stock

(2,151,613)

(22,395)

(2,129,218)

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

^[1]

1,155,909,367

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

5,836,785

$ 116

5,836,669

Issuance of common stock (in shares)

^[1]

425,395,023

Issuance of common stock

3,590,956

$ 42

3,590,914

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

$ (22,063)

(22,063)

Treasury stock repurchase (in shares)

(857,825)

^[1]

Treasury stock repurchase

$ (20,716)

(20,716)

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

^[1]

601,176

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

^[1]

26,640,121

Issuance of common stock upon exercise of common stock warrants

173,273

$ 3

173,270

Redemption of public warrants

(4)

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

^[1]

11,076,026

Issuance of common stock upon exercise of stock options

8,132

$ 1

8,131

Stock-based compensation

$ 393,143

393,143

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

1,647,555,590

^[1]

Ending balance at Dec. 31, 2021

$ 3,909,355

$ 165

9,995,778

(20,716)

(6,065,872)

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

437,182,072

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

451,295,965

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

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

1,155,909,367

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

1,618,621,534

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

^[1]

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

^[1]

Preferred stock, ending balance at Dec. 31, 2022

$ 0

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

1,647,555,590

^[1]

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

Net loss

$ (1,304,460)

(1,304,460)

Net unrealized losses on investments, net of tax

(11,572)

Issuance of common stock (in shares)

^[1]

56,203,334

85,712,679

Issuance of common stock

$ 594,317

$ 915,000

$ 6

$ 9

$ 594,311

$ 914,991

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

$ (218,789)

(218,789)

Treasury stock repurchase (in shares)

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

^[1]

15,217,096

Issuance of common stock upon vesting of employee RSUs

$ 0

$ 1

(1)

Issuance of common stock under employee stock purchase plan (in shares)

^[1]

2,106,158

Issuance of common stock under employee stock purchase plan

$ 24,562

24,562

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

22,519,879

^[1]

Issuance of common stock upon exercise of stock options

$ 17,788

$ 2

17,786

Stock-based compensation

$ 423,500

423,500

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

1,829,314,736

^[1]

Ending balance at Dec. 31, 2022

$ 4,349,701

$ 183

$ 11,752,138

$ (20,716)

$ (11,572)

$ (7,370,332)

[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 (as defined in Note 3 “Reverse Recapitalization”) 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 ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (1,304,460,000)	$ (2,579,761,000)	$ (719,380,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	186,583,000	62,907,000	10,217,000
Amortization of insurance premium	35,620,000	18,474,000	0
Non-cash operating lease cost	19,711,000	12,563,000	0
Stock-based compensation	423,500,000	516,757,000	4,614,000
Inventory and firm purchase commitments write-downs	569,479,000	48,884,000	0
Change in fair value of contingent forward contract liability	0	454,546,000	118,382,000
Other non-cash items	(10,342,000)	289,000	139,000
Changes in operating assets and liabilities:
Accounts receivable	(16,498,000)	(2,888,000)	148,000
Inventory	(1,256,349,000)	(175,091,000)	(359,000)
Prepaid expenses	(28,822,000)	(66,980,000)	7,770,000
Other current assets	(43,591,000)	(14,704,000)	7,360,000
Other noncurrent assets	(43,230,000)	5,889,000	2,866,000
Accounts payable	180,469,000	4,354,000	(69,861,000)
Accrued compensation	30,958,000	16,167,000	13,249,000
Operating lease liability	(15,482,000)	(10,019,000)	0
Other current liabilities	269,386,000	65,456,000	53,454,000
Other long-term liabilities	31,028,000	(4,712,000)	0
Net cash used in operating activities	(2,226,258,000)	(1,058,133,000)	(570,196,000)
Cash flows from investing activities:
Purchases of property, plant and equipment	(1,074,852,000)	(421,220,000)	(459,582,000)
Proceeds from sale of property, plant and equipment	0	22,000	0
Proceeds from government grant	97,267,000	0	0
Purchases of investments	(3,854,129,000)	0	0
Proceeds from maturities of investments	1,149,714,000	0	0
Proceeds from sale of short term investments	0	505,000	0
Proceeds from insurance claims	323,000	0	0
Net cash used in investing activities	(3,681,677,000)	(420,693,000)	(459,582,000)
Cash flows from financing activities:
Proceed from issuance of convertible notes, net of issuance costs	0	2,002,437,000	0
Proceeds from short-term insurance financing note	0	41,935,000	0
Payment for short-term insurance financing note	(15,330,000)	(27,887,000)	0
Payment for capital lease liabilities			(364,000)
Payment for finance lease liabilities	(4,977,000)	(3,088,000)
Proceeds from borrowings	29,818,000	0	0
Repayments for borrowings	(20,223,000)	0	0
Proceeds from failed sale-leaseback transaction	31,700,000	0	0
Proceeds from exercise of stock options	17,788,000	8,132,000	3,285,000
Proceeds from the exercise of public warrants	0	173,273,000	0
Proceeds from the reverse capitalization	0	4,439,153,000	0
Payment of transaction costs related to the reverse recapitalization	0	(38,865,000)	0
Proceeds from employee stock purchase plan	24,562,000	0	0
Treasury stock repurchase	0	(20,716,000)	0
Stock repurchases from employees for tax withholdings	(218,789,000)	(22,063,000)	0
Net cash provided by financing activities	1,347,235,000	7,136,428,000	1,290,545,000
Net (decrease) increase in cash, cash equivalents, and restricted cash	(4,560,700,000)	5,657,602,000	260,767,000
Beginning cash, cash equivalents, and restricted cash	6,298,020,000	640,418,000	379,651,000
Ending cash, cash equivalents, and restricted cash	1,737,320,000	6,298,020,000	640,418,000
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	23,199,000	627,000	51,000
Cash paid for taxes	480,000	0	0
Supplemental disclosure of non-cash investing and financing activity:
Increases in purchases of property, plant and equipment included in Accounts payable and accrued expenses	42,728,000	101,057,000	117,946,000
Property, plant and equipment and Right-of-use assets obtained through leases	157,894,000	93,771,000	3,289,000
Extinguishment of Series B convertible preferred stock included in Additional paid-in capital	0	0	1,000,000
Extinguishment of Series B convertible preferred stock included in accrued liabilities	0	0	3,000,000
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants	0	9,936,000	0
Issuance of Series E convertible preferred stock contingent forward contracts	0	2,167,332,000	793,000
Capital contribution upon forfeit of Series E awards	0	15,719,000	0
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization	0	5,836,785,000	0
Convertible Debt
Cash flows from financing activities:
Payment for issuance costs	0	(15,883,000)	0
Line of Credit
Cash flows from financing activities:
Payment for issuance costs	(6,631,000)	0	0
At-the-Market Offering
Cash flows from financing activities:
Proceeds from issuance of common stock	594,317,000	0	0
Subscription Agreement
Cash flows from financing activities:
Proceeds from issuance of common stock	915,000,000	0	0
Change in fair value of preferred stock warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of stock warrants liability	0	6,976,000	1,205,000
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	(1,254,218,000)	582,760,000	0
Series B
Cash flows from financing activities:
Repurchase of Series B convertible preferred stock	0	(3,000,000)	0
Series C
Cash flows from financing activities:
Repurchase of Series B convertible preferred stock	0	0	(12,101,000)
Series D
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock	0	3,000,000	400,000,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of convertible preferred stock upon settlement of contingent forward contracts	0	0	39,563,000
Series E
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock	0	600,000,000	899,725,000
Supplemental disclosure of non-cash investing and financing activity:
Issuance of convertible preferred stock upon settlement of contingent forward contracts	0	2,621,877,000	0
Settlement of Series E convertible preferred stock contingent forward contract	$ 0	$ 0	$ 110,456,000

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 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 electric vehicles (“EV”), EV powertrains and battery systems. Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021, Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. See Note 3 “Reverse Recapitalization” for more information. Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity The Company devotes its efforts to business planning, research and development, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through December 31, 2022, the Company has incurred operating losses and negative cash flows from operating activities. For the years ended December 31, 2022, 2021 and 2020, the Company has incurred net losses of $1.3 billion, $2.6 billion and $719.4 million, respectively. The Company has an accumulated deficit of $7.4 billion as of December 31, 2022. During the quarter ended June 30, 2021, the Company completed the first phase of the construction of its Advanced Manufacturing Plant 1 in Casa Grande, Arizona (“AMP-1”). The Company began commercial production of its first vehicle, Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand AMP-1, construct its planned Advanced Manufacturing Plant 2 in Saudi Arabia (“AMP-2”), and build 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 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, cash equivalents, investments, credit facilities and equity offering. 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. During the year ended December 31, 2022, the Company entered into a loan agreement with the Saudi Industrial Development Fund (“SIDF”) with an aggregate principal amount of up to approximately $1.4 billion, revolving credit facilities with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.1 million and a new five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with an initial aggregate principal commitment amount of up to $1.0 billion. See Note 6 “Debt” for more information. On November 8, 2022, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million (the “At-the-Market Offering”). On November 8, 2022, the Company also entered into a subscription agreement (the “Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company completed its At-the-Market Offering program pursuant to the Equity Distribution Agreement for net proceeds of $594.3 million after deducting commissions and other issuance costs and also consummated a private placement of shares to Ayar pursuant to the Subscription Agreement for $915.0 million. No shares remain available for sale under the Equity Distribution Agreement. See Note 11 “Stockholders’ Equity” for more information. Certain Significant Risks and Uncertainties The Company’s current business activities consist of (i) generating sales from the deliveries and service of vehicles, (ii) research and development efforts to design, engineer and develop high-performance fully electric vehicles and advanced electric vehicle powertrain components, including battery pack systems, (iii) expanding production and manufacturing at existing manufacturing facilities in Casa Grande, Arizona, (iv) phase 2 of construction at AMP-1 in Casa Grande, Arizona, (v) the construction of AMP-2 in Saudi Arabia, and (vi) expansion of its retail studios and service centers capabilities throughout North America and across the globe. 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: changes in the overall demand for its products and services; advances and trends in new technologies; competitive pressures; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property (including patents), regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. A global economic recession or other downturn, whether due to inflation, ongoing conflict in Ukraine or other geopolitical events, COVID-19 or other public health crises, interest rate increases or other policy actions by major central banks, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations. Adverse economic conditions as well as uncertainty about the current and future global economic conditions may cause the Company’s customers to defer purchases or cancel their reservations and orders in response to higher interest rates, availability of consumer credit, decreased cash availability, fluctuations in foreign currency exchange rates, and weakened consumer confidence. Reduced demand for the Company’s products may result in significant decreases in product sales, which in turn would have a material adverse impact on the Company’s business, prospects, financial condition and results of operations. Because of the Company’s premium brand positioning and pricing, an economic downturn is likely to have a heightened adverse effect on the Company compared to many of its electric vehicle and traditional automotive industry competitors, to the extent that consumer demand for luxury goods is reduced in favor of lower-priced alternatives. In addition, any economic recession or other downturn could also cause logistical challenges and other operational risks if any of the Company’s suppliers, sub-suppliers or partners become insolvent or are otherwise unable to continue their operations, fulfill their obligations to the Company, or meet the Company’s future demand. In addition, the deterioration of conditions in global credit markets may limit the Company’s ability to obtain external financing to fund its operations and capital expenditures on terms favorable to the Company, if at all. See “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K (the “Annual Report”) for more information regarding risks associated with a global economic recession, including under the caption “A global economic recession or other downturn may have a material adverse impact on our business, prospects, results of operations and financial condition.” The COVID-19 pandemic has impacted the global economy and caused significant macroeconomic uncertainty. Infection rates vary across the jurisdictions in which the Company operates. The Company has taken proactive action and expects to continue to implement appropriate measures to protect the health and safety of its employees, customers, partners and suppliers, consistent with the latest and evolving governmental guidelines. The Company continues to monitor the 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 and continue deliveries of Lucid Air to customers and to proceed with the construction of AMP-1 and AMP-2. Broader impacts of the pandemic have included inflationary pressure as well as ongoing, industry-wide challenges in logistics and supply chains, such as increased supplier lead times and ongoing constraints 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 impact 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, 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. See “Risk Factors” in Item 1A of Part I of this Annual Report for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “The COVID-19 pandemic has adversely affected, and we cannot predict its ultimate impact on, our business, prospects, results of operations and financial condition.”

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior-period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto in order to conform to the current period presentation.

Segment Reporting

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, the useful lives of property, plant and equipment, fair value of common stock warrants, fair value of contingent forward contracts liability, estimates of residual value guarantee (“RVG”) liability and deferred revenue related to over-the-air (“OTA”) software updates, fair value of common stock prior to the Merger and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing leases. 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 Other noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased 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):


	December 31,
	2022		2021		2020
Cash and cash equivalents	$	1,735,765	$	6,262,905	$	614,412
Restricted cash included in Other current assets	1,555		10,740		11,278
Restricted cash included in Other noncurrent assets	—		24,375		14,728
Total cash, cash equivalents, and restricted cash	$	1,737,320	$	6,298,020	$	640,418

Investments The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and they are stated at fair value. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on our investments of available-for-sale securities are recorded in Accumulated other comprehensive loss which is included within stockholders’ equity. Interest, as well as amortization and accretion of purchase premiums and discounts on our investments of available-for-sale securities are included in Interest income. The cost of securities sold is determined using the specific identification method. Realized gains and losses on the sale of available-for-sale securities are recorded in Other income (expense), net.

Accounts Receivable, Net

Accounts receivable consist of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits and services. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. The Company recorded an immaterial allowance for uncollectible amounts as of December 31, 2022. No allowance was recorded at December 31, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and investments. 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.

Concentration of Supply Risk

The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition.

Inventory

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

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

In the event there are changes in our estimates of future selling prices or production costs, the Company may be required to record additional and potentially material write-downs.

Property, Plant, and Equipment, Net

Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. We capitalize qualified costs incurred during the application development stage of internal use software. Costs incurred during the preliminary project stage and post-implementation stage are expensed.

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


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

Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Upon disposition or retirement of property and equipment, the related cost and accumulated depreciation and amortization are removed, and any gain or loss is reflected in operations. The disposition loss on fixed assets recorded for the years ended December 31, 2022, 2021 and 2020 was immaterial.

Impairment of Long-Lived AssetsLong-lived assets, including property, plant and equipment and right-of-use (“ROU”) assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.

Foreign Currency

The Company determines the functional currency of our foreign subsidiaries based on the primary currency in which they operate. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of each balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period. Any resulting translation adjustments are included in Accumulated other comprehensive loss. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to U.S. Dollars.

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses arising from foreign currency transactions and the effects of remeasurements are recorded within Other income (expense), net within the Company’s Consolidated Statements of Operations and Comprehensive Loss. Foreign currency transaction gains and losses were not material for the years ended December 31, 2022, 2021 and 2020.

Revenue from Contracts with Customers

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

Vehicle Sales

Vehicle Sales without Residual Value Guarantee

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

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

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

At the time of revenue recognition, we reduce the transaction price and record a sales return reserve against revenue for estimated variable consideration related to future product returns. Such return rate estimates are based on historical experience and were immaterial for the years ended December 31, 2022 and 2021.

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

Vehicle Sales with Residual Value Guarantee

The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Under the vehicle leasing program, the Company generally receives full payment for the vehicle sales price at the time of delivery or shortly after delivery, does not bear casualty and credit risks during the lease term, and is contractually obligated (or entitled) to share a portion of the shortfall (or excess) between the resale value realized by the commercial banking partner and a predetermined resale value. During the year ended December 31, 2022, vehicle sales with RVG totaled $31.1 million. At the lease inception, the Company is required to deposit cash collateral equal to a contractual percentage of the residual value of the leased vehicles with the commercial banking partner. The cash collateral is held in a restricted bank account owned by the commercial banking partner until it is used, as applicable, in settlement of the RVG at the end of the lease term. Cash collateral is recorded in Other noncurrent assets, subject to asset impairment review at each reporting period.

The Company accounts for the vehicle leasing program in accordance with ASC 842, Leases, ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers. The Company is the lessor at inception of a lease and immediately transfers the lease as well as the underlying vehicle to its commercial banking partner, with the transaction being accounted for as a sale under ASC 606. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA software updates and remarketing activities, in proportion to the standalone selling price of the Company’s performance obligations.

The guarantee liability represents the estimated amount the Company expects to pay at the end of the lease term. The Company is released from residual risk upon either expiration or settlement of the RVG. The Company evaluates variables such as third-party residual value publications, risk of future price deterioration due to changes in market conditions and reconditioning costs to determine the estimated residual value guarantee liability. As of December 31, 2022, the RVG liability was not material. As we accumulate more data related to the resale value of our vehicles or as market conditions change, there could be material changes to the estimated guarantee liabilities.

Deferred revenue related to OTA and remarketing activities for vehicle sales were $15.4 million as of December 31, 2022 and was immaterial as of December 31, 2021.

Other

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

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

Cost of Revenue

Vehicle Sales

Cost of vehicle sales includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs, charges to reduce inventories to their net realizable value, charges for any excess or obsolete inventories, and losses from firm purchase commitments.

Other

Cost of other revenue includes direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs, shipping and logistic costs. Cost of other revenue also includes costs associated with providing non-warranty after-sales services and costs for retail merchandise.WarrantiesThe Company provides a manufacturer’s warranty on all vehicles it sells and accrues a warranty reserve for warranty coverage, as applicable. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency, and costs of future claims. The Company accrues a warranty reserve for all products sold which includes the Company’s best estimates of the projected costs to repair or replace items under warranties and recalls when identified. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve for costs expected to be incurred within the next 12 months is included within Other current liabilities, while the remaining balance is included within Other long-term liabilities in the consolidated balance sheets. The warranty expense is recorded as a component of Cost of revenue in the consolidated statements of operations and comprehensive loss.

Income Taxes

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

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

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

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

Stock-Based Compensation

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

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

Comprehensive Loss

Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to net unrealized gains or losses on investments that are recorded as an element of stockholders’ equity and are excluded from the determination of net loss.

Research and Development

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

Selling, General, and Administrative

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

Advertising

Advertising is expensed as incurred and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. These costs were not material for the years ended December 31, 2022, 2021 and 2020, respectively.

Leases

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

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

Operating lease assets are included within operating lease ROU assets. Finance lease assets are included within Property, plant and equipment, net. The corresponding operating lease liabilities are included within Other current liabilities and Other long-term liabilities; the finance lease liabilities are included within Finance lease liabilities, current portion and Finance lease liabilities, net of current portion on the Company’s consolidated balance sheets as of December 31, 2022 and 2021.

All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. The Company estimates the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments.

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

Net Loss Per Share

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

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common share equivalents to the extent they are dilutive. Potentially dilutive shares of Private Placement Warrants under treasury stock method are included in the computation of diluted net loss per share when their effect is dilutive. For purposes of this calculation, convertible preferred stock, convertible preferred stock warrants, Private Placement Warrants, stock options outstanding, RSUs outstanding, shares issued under ESPP and if-converted common shares from convertible note are considered to be common stock equivalents.

Common Stock Warrants

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

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

Government Grants

Government grants are recognized when the grants are received, and all the conditions specified in the grant have been met. Grants related to fixed assets are recorded as a deduction in calculating the carrying amount of the related assets and are recognized in profit or loss over the life of a depreciable asset through reduced depreciation expense. Grants received in advance of the acquisition or construction of assets are recorded initially in deferred liability and then as a deduction in calculating the carrying amount of the related fixed assets upon acquisition or construction of the assets. Grant receipts are classified as investing cash inflows on a gross basis on the consolidated statements of cash flows.

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 adopted ASU 2021-10 prospectively on January 1, 2022. The adoption of this guidance did not have a material impact to the consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2021, FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date in accordance with Topic 606, as if the acquirer had originated the contracts. This guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively. The Company does not expect this guidance to have a material impact to the consolidated financial statements.

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

REVERSE RECAPITALIZATION

12 Months Ended

Dec. 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;

•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. 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

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEETS COMPONENTS

Inventory

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


	December 31, 2022		December 31, 2021
Raw materials	$	464,731	$	87,646
Work in progress	34,311		30,641
Finished goods	335,359		8,963
Total Inventory	$	834,401	$	127,250

Inventory as of December 31, 2022 and 2021 was comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory including new vehicles available for sale and vehicles in transit to fulfill customer orders. During the years ended December 31, 2022 and 2021, we recorded write-downs of $569.5 million and $48.9 million, respectively, to reduce our inventories to their net realizable values, for any excess or obsolete inventories, and losses from firm purchase commitments. No write-down was recorded for the year ended December 31, 2020.

Property, plant and equipment, net

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


	December 31, 2022		December 31, 2021
Land and land improvements	$	64,677	$	1,050
Building and improvements	197,406		195,952
Machinery, Tooling and Vehicles	743,006		601,791
Computer equipment and software	48,899		27,968
Leasehold improvements	182,904		135,533
Furniture and fixtures	27,803		15,352
Finance leases	97,992		13,601
Construction in progress	1,077,179		276,919
Total Property, plant and equipment	2,439,866		1,268,166
Less accumulated depreciation and amortization	(273,090)		(86,013)
Property, plant and equipment, net	$	2,166,776	$	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 its intended use. Construction in progress consisted of the following (in thousands):


	December 31, 2022		December 31, 2021
Machinery and tooling	$	515,662	$	132,943
Construction of AMP-1 and AMP-2(1)	526,720		112,970
Leasehold improvements	34,797		31,006
Total construction in progress	$	1,077,179	$	276,919

(1) As of December 31, 2022, $33.3 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was recorded as a deduction to the AMP-2 construction in progress balance. See Note 2 “Summary of Significant Accounting Policies” and Note 19 “Related Party Transactions” for more information.

Depreciation and amortization expense was $186.6 million, $62.9 million and $10.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The amount of interest capitalized on construction in progress related to significant capital asset construction was $2.7 million for the year ended December 31, 2022. No interest was capitalized for the years ended December 31, 2021 and 2020.

Other current liabilities

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


	December 31, 2022		December 31, 2021
Engineering, design, and testing accrual	$	28,686	$	33,950
Construction in progress	167,462		92,590
Accrued purchases (1)	157,162		12,225
Retail leasehold improvements accrual	9,099		15,796
Other professional services accrual	34,951		13,944
Tooling liability	21,714		23,966
Short-term borrowings	9,595		—
Operating lease liabilities, current portion	11,269		11,056
Other current liabilities	194,629		114,685
Total Other current liabilities	$	634,567	$	318,212

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

Other long-term liabilities

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


	December 31, 2022		December 31, 2021
Operating lease liabilities, net of current portion	$	243,843	$	185,323
Other long-term liabilities(1)	134,369		3,252
Total Other long-term liabilities	$	378,212	$	188,575

(1) As of December 31, 2022, $64.0 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities. See Note 2 “Summary of Significant Accounting Policies” and Note 19 “Related Party Transactions” for more information.

Accrued warranty

Accrued warranty activities consisted of the following (in thousands):


	Year Ended
	December 31, 2022
Accrued warranty - beginning of period	$	1,282
Warranty costs incurred	(11,557)
Provision for warranty(1)	33,224
Accrued warranty - end of period(2)	$	22,949

(1) Accrued warranty balance as of December 31, 2022 included estimated costs related to the recalls identified.

(2) Accrued warranty balance of $10.4 million and $12.5 million were recorded within Other current liabilities and Other long-term liabilities, respectively, on our consolidated balance sheet.as of December 31, 2022

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

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.

Cash, cash equivalents and investments are reported at their respective fair values on the Company's consolidated balance sheets. The Company's Short-term and Long-term investments are classified as available-for-sale securities.

The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2022 and 2021 (in thousands):


	December 31, 2022
									Reported As:
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and cash equivalents		Short-Term Investments		Long-Term Investments
Cash and cash equivalents	$	321,667	$	—	$	—	$	321,667	$	321,667	$	—	$	—
Level 1:
Money market funds	1,377,540		—		—		1,377,540		1,377,540		—		—
U.S. Treasury securities	1,861,449		151		(9,431)		1,852,169		—		1,570,591		281,578
Subtotal	3,238,989		151		(9,431)		3,229,709		1,377,540		1,570,591		281,578
Level 2:
U.S. government agency securities	43,477		46		(18)		43,505		—		43,505		—
Certificates of deposit	174,037		67		(132)		173,972		—		173,972		—
Commercial paper	238,224		63		(122)		238,165		19,761		218,404		—
Corporate debt securities	438,148		208		(2,404)		435,952		16,797		170,759		248,396
Subtotal	893,886		384		(2,676)		891,594		36,558		606,640		248,396
Total assets measured at fair value	$	4,454,542	$	535	$	(12,107)	$	4,442,970	$	1,735,765	$	2,177,231	$	529,974


	December 31, 2021
	Reported As:
	Cash and cash equivalents
Cash	$	160,888
Level 1:
Money market funds	6,102,017
Total assets measured at fair value	$	6,262,905

During the year ended December 31, 2022, there were immaterial realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $7.5 million as of December 31, 2022, and is recorded in Other current assets on our consolidated balance sheets. As of December 31, 2022, no allowance for credit losses was recorded related to an impairment of available-for-sale securities.

The following table summarizes our available-for-sale securities by contractual maturity:


	December 31, 2022
	Amortized cost		Estimated Fair Value
Within one year	$	2,181,532	$	2,177,231
After one year through three years	537,243		529,974
Total	$	2,718,775	$	2,707,205

Level 3 liabilities consist of convertible preferred stock warrant liability, contingent forward contract liability and common stock warrant liability, of which the fair value was measured upon issuance and is remeasured at each reporting date. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value measurement is nonrecurring and measured upon delivery of vehicles. The valuation methodology and underlying assumptions are discussed further in Note 2 “Summary of Significant Accounting Policies”, Note 7 “Contingent Forward Contracts,” Note 8 “Convertible Preferred Stock Warrant Liability” and Note 9 “Common Stock Warrant Liability”. Significant increases (decreases) in the unobservable inputs used in determining the fair value would result in a significantly higher (lower) fair value measurement. The following table presents 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 (in thousands):


	Year Ended December 31,
	2022		2021
	Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability		Common Stock Warrant Liability
Fair value-beginning of period	$	1,394,808	$	—	$	2,960	$	—
Issuance	—		2,167,332		—		812,048
Change in fair value	(1,254,218)		454,546		6,976		582,760
Settlement	—		(2,621,878)		(9,936)		—
Fair value-end of period	$	140,590	$	—	$	—	$	1,394,808

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

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

2026 Notes

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

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

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

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

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

•upon the occurrence of specified corporate events; or

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

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

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


	December 31, 2022		December 31, 2021
Principal Amount	$	2,012.5	$	2,012.5
Unamortized Debt Discounts and Issuance Costs	20.7		25.7
Net Carrying Amount	$	1,991.8	$	1,986.8

Fair Value (Level 2)	$	1,041.5	$	1,984.6

The effective interest rate for the convertible note is 1.5%. The components of interest expense related to the 2026 Notes were as follows (in millions):


	Year Ended December 31,
	2022		2021
Contractual interest	$	25.2	$	1.2
Amortization of debt discounts and debt issuance costs	5.0		0.2
Interest expense	$	30.2	$	1.4

The 2026 Notes were not eligible for conversion as of December 31, 2022 and 2021. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. As of December 31, 2022, the Company was in compliance with applicable covenants under the indenture governing the 2026 Notes.

SIDF Loan Agreement

On February 27, 2022, Lucid, LLC, a limited liability company established in Saudi Arabia and a subsidiary of the Company (“Lucid LLC”) entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with SIDF, a related party of Public Investment Fund (“PIF”), which is an affiliate of Ayar. 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 (approximately $6.7 million) to SAR 350 million (approximately $93.1 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 AMP-2. 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 $110.4 million) to SAR 1.77 billion (approximately $471.0 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 December 31, 2022, no amount was outstanding under the SIDF Loan Agreement.

GIB Facility Agreement

On April 29, 2022, Lucid LLC entered into a revolving credit facility agreement (the “GIB Facility Agreement”) with GIB, maturing on February 28, 2025. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provides for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). SAR 650 million (approximately $173.0 million) under the GIB Facility Agreement is available as bridge financing (the “Bridge Facility”) of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $93.1 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 1~3-month SAIBOR and associated fees. The Company is required to pay a quarterly commitment fee of 0.15% per annum based on the unutilized portion of the GIB Credit Facility. Commitments under the GIB Facility Agreement will terminate, and all amounts then outstanding thereunder will become payable, on the maturity date 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. As of December 31, 2022, the Company had outstanding borrowings of SAR 36 million (approximately $9.6 million) with interest rate of 6.40% from the Working Capital Facility, which was recorded within Other current liabilities on the consolidated balance sheets. As of December 31, 2022, available borrowings are SAR 650 million (approximately $173.0 million) and SAR 314 million (approximately $83.5 million) under the Bridge Facility and Working Capital Facility, respectively. As of December 31, 2022, the Company was in compliance with applicable covenants under the GIB Facility Agreement.

ABL Credit Facility

In June 2022, the Company entered into a new five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with a syndicate of banks that may be used for working capital and general corporate purposes. The ABL Credit Facility provides for an initial aggregate principal commitment amount of up to $1.0 billion (including a $350.0 million letter of credit subfacility and a $100.0 million swingline loan subfacility) and has a stated maturity date of June 9, 2027. Borrowings under the ABL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the ABL Credit Facility. Availability under the ABL Credit Facility is subject to the value of eligible assets in the borrowing base and is reduced by outstanding loan borrowings and issuances of letters of credit which bear customary letter of credit fees. Subject to certain terms and conditions, the Company may request one or more increases in the amount of credit commitments under the ABL Credit Facility in an aggregate amount up to the sum of $500.0 million plus certain other amounts. The Company is required to pay a quarterly commitment fee of 0.25% per annum based on the unutilized portion of the ABL Credit Facility.

The ABL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in transactions with affiliates, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The ABL Credit Facility also includes a minimum liquidity covenant which, at the Company’s option following satisfaction of certain pre-conditions, may be replaced with a springing, minimum fixed charge coverage ratio (“FCCR”) financial covenant, in each case on terms set forth in the credit agreement governing the ABL Credit Facility. As of December 31, 2022, the Company was in compliance with applicable covenants under the ABL Credit Facility.

As of December 31, 2022, the Company had no outstanding borrowings and $37.4 million outstanding letters of credit under the ABL Credit Facility. Availability under the ABL Credit Facility was $441.4 million (including $37.3 million cash and cash equivalents) as of December 31, 2022, after giving effect to the borrowing base and the outstanding letters of credit. The Company incurred issuance costs of $6.3 million to obtain the ABL Credit Facility, which was capitalized within Other noncurrent assets on consolidated balance sheets and amortized over the facility term using the straight-line method. During the year ended December 31, 2022, amortization of the deferred issuance costs and commitment fee were $2.1 million.

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

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Derivative Instruments and Hedging Activities Disclosure [Abstract]

CONTINGENT FORWARD CONTRACTS

12 Months Ended

Dec. 31, 2022

CONTINGENT FORWARD CONTRACTS

In September 2018, 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 liability in the form of contingent forward contracts.

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, 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.

In September 2020, the Company granted Ayar the right to purchase the Company’s 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 liability 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 liability in the form of contingent forward contracts and recorded the initial valuation of $1,444.9 million and $722.4 million for the third closing and fourth closing, respectively, as contingent forward contract liabilities. Since the contingent forward contract liability related to the third closing was fully settled in the same month following the execution of the amendment, the Company recorded no related fair value remeasurements in the consolidated statements of operations and comprehensive loss.

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 represents a fully vested, equity classified award. The Company recorded the award’s full fair value on each recipient’s grant date as stock-based compensation, and derecognized the related contingent forward contract liability. The Company revalued the contingent forward contract liability for the remaining participants and recorded $454.5 million fair value remeasurement loss related to the contingent forward contract liability for the year ended December 31, 2021, with the final fair value of the contingent forward contract liability of $1.2 billion 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	12 Months Ended
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY	CONVERTIBLE PREFERRED STOCK WARRANT LIABILITYThe Company’s issued and outstanding 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 were recorded at fair value using a Monte-Carlo simulation at issuance and have been subsequently remeasured to fair value each reporting period with the changes recorded in the consolidated statements of operations and comprehensive loss. In February 2021, all the outstanding convertible preferred stock 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 consolidated statements of operations and comprehensive loss for the year ended December 31, 2021.

COMMON STOCK WARRANT LIABILITY

12 Months Ended

Dec. 31, 2022

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 at an exercise price of $11.50. 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 $140.6 million as of December 31, 2022. The Company recognized a gain of $1,254.2 million and a loss of $582.8 million for the years ended December 31, 2022 and 2021, respectively, in the consolidated statements of operations and comprehensive loss.

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 Company initially estimated the fair value of the Private Placement Warrants that were subject to the contingent forfeiture provisions using a Monte-Carlo simulation which estimates 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:


	December 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	3.17	$	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:


	December 31, 2022		December 31, 2021
Volatility	80.00	%	85.00	%
Expected term (in years)	3.6		4.6
Risk-free rate	4.11	%	1.20	%
Dividend yield	—	%	—	%

CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2022

Features of Convertible Preferred Stock [Abstract]

CONVERTIBLE PREFERRED STOCK

Convertible Preferred Stock

Upon the Closing of the Merger, the Company cancelled and converted all 1,155,909,367 shares of issued and outstanding convertible preferred stock into 1,155,909,367 shares of Lucid common stock based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective. As of December 31, 2022 and 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.

Third Company Repurchase (Series C - August 2020)

In August 2020, the Company repurchased 9,656,589 shares of Series C convertible preferred stock at a price of $1.02 per share for total of $9.9 million. The Company recognized $10.5 million in Additional paid-in capital in the consolidated balance sheet as of December 31, 2020 related to the difference in fair value and the $20.4 million aggregate carrying value of the Series C stock repurchased.

Fourth Company Repurchase (Series C - December 2020)

In December 2020, the Company repurchased 1,850,800 Series C convertible preferred stock at a price of $1.21 per share, aggregating to $2.2 million. The Company recognized $2.2 million as additional paid-in capital in the consolidated balance sheet as of December 31, 2020, related to the difference in fair value and the $4.5 million aggregate carrying value of the Series C shares repurchased.

Fifth Company Repurchase (Series B - December 2020)

On December 22, 2020, the Company repurchased 3,525,332 Series B convertible preferred stock for a total of $3.0 million. The Company recognized $1.0 million in Additional paid-in capital in the consolidated balance sheet as of December 31, 2020, related to the difference in fair value of the consideration payable and the $4.0 million aggregate carrying value of the Series B shares repurchased. As of the date of extinguishment and as of December 31, 2020, the Series B convertible preferred stock subject to repurchase had been mandatorily redeemable within 45 days of the agreement and accordingly had been reclassified to other accrued liabilities on the consolidated balance sheet.

Series D Preferred Stock Issuance

In March 2020, the Company received $200.0 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 $200.0 million proceeds in exchange for the issuance of 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 liability in the form of contingent forward contracts, and recorded the initial valuation of $0.8 million as a contingent forward contract liability. The contingent forward contract terms were included within the SPAE, which dictated a price of $2.99 per share of Series E convertible preferred stock. The Company needed to satisfy two sets of milestone conditions relating to further development and enhancement in marketing, product, and administrative activities for Ayar to provide funding under the SPAE.

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

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

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

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

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

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2022

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 December 31, 2022 and 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.

On November 8, 2022, the Company entered into the Equity Distribution Agreement with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million. During the year ended December 31, 2022, the Company issued 56,203,334 shares at a weighted average price per share of $10.68 and received net proceeds of $594.3 million after deducting commissions and other issuance costs of approximately $5.7 million. No shares remain available for sale under the Equity Distribution Agreement.

On November 8, 2022, the Company also entered into the Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company issued 85,712,679 shares to Ayar pursuant to the Subscription Agreement at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million.

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

During the year ended December 31, 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 Board of Directors of the Company’s predecessor, Atieva, Inc. at $24.15 per share. No common stock was repurchased during the year ended December 31, 2022.

Common Stock Reserved for Issuance

The Company’s common stock reserved for future issuances as of December 31, 2022 was as follows:


			December 31, 2022
Private Placement Warrants to purchase common stock			44,350,000
Stock options outstanding			39,011,116
Restricted stock units outstanding			40,660,438
Shares available for future grants under equity plans			26,826,282
If-converted common shares from convertible note			36,737,785
Total shares of common stock reserved			187,585,621

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

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Share-Based Payment Arrangement [Abstract]

EARNBACK SHARES AND WARRANTS	12 Months Ended
EARNBACK SHARES AND WARRANTS	Dec. 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

12 Months Ended

Dec. 31, 2022

STOCK-BASED AWARDS

Legacy Lucid 2021 Stock Incentive Plan

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

Lucid 2021 Stock Incentive Plan and ESPP

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

The number of shares of common stock that remain available for issuance under the 2021 Incentive Plan, including the ESPP, was 26,826,282 as of December 31, 2022.

Stock Options

The Company’s outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest. Incentive stock options and non-statutory options generally vest over four years, the majority of which vest at a rate of 25% on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years. A summary of stock option activity for the year ended December 31, 2022 was as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance as of December 31, 2021	64,119,902	$	1.08	6.60	$	2,370,666
Options exercised	(22,519,879)	0.79
Options canceled	(2,588,907)	1.93
Balance as of December 31, 2022	39,011,116	$	1.19	6.52	$	224,721
Options vested and exercisable as of December 31, 2022	29,534,568	$	1.03	6.14	$	173,872

Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of common shares. The aggregate intrinsic value of options exercised was approximately $475.5 million, $206.7 million and $8.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The total fair value of stock options granted during the years ended December 31, 2021 and 2020, was approximately $24.0 million and $14.8 million, respectively, which is recognized over the respective vesting periods. No stock options were granted during the year ended December 31, 2022. The total fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020, was approximately $5.5 million, $6.2 million and $3.9 million, respectively.

The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the year ended December 31, 2021 and 2020, was as follows:


	Year ended December 31,
	2021			2020
Weighted average volatility	48.4		%	59.0		%
Expected term (in years)	6.6			5.9
Risk-free interest rate	1.45		%	0.75		%
Expected dividends	$	—		$	—

As of December 31, 2022, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $5.9 million, which is expected to be recognized over a weighted-average period of 1.7 years.

RSUs

A summary of RSUs activity for the year ended December 31, 2022 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	21,332,603	—	21,332,603	17.04
Vested	(11,656,996)	(13,934,271)	(25,591,267)	19.56
Cancelled/Forfeited	(3,315,509)	—	(3,315,509)	18.52
Balance as of December 31, 2022	38,570,298	2,090,140	40,660,438	$	19.38

Time-based RSUs granted prior to the Closing of Merger are subject to both performance-based and service-based vesting conditions. The performance condition was satisfied upon the Closing of the Merger, and the service condition will be met generally over 4.0 years. The Company granted 13,834,748 shares of the time-based RSUs to the CEO that will vest in sixteen equal quarterly installments, beginning on December 5, 2021, and are subject to continuous employment. The service condition for 25% of the Company’s non-CEO RSUs granted prior to the Closing of Merger was satisfied 375 days after the Closing. The remaining RSUs will be satisfied in equal quarterly installments thereafter, subject to continuous employment. The Company recognizes compensation expense for these time-based RSUs on a graded vesting schedule over the requisite vesting period. Fair value of these time-based RSUs was measured using the fair value of the Company’s common stock on the date of the grant, as based on the market price of Churchill’s stock adjusted for the expected exchange ratio at the time, and discounted for lack of marketability.

Time-based RSUs granted subsequent to the Closing of Merger are only subject to service-based vesting conditions and the compensation expense is recognized on a straight-line basis over the requisite service period. The fair value of these time-based RSUs granted after the Closing of the Merger was measured using the fair value of the Company’s common stock on the date of the grant.

As of December 31, 2022, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $524.5 million, which is expected to be recognized over a weighted-average period of 3.0 years. The total fair value of time-based RSUs vested during the years ended December 31, 2022 and 2021 was $190.9 million and $50.5 million, respectively. There was no time-based RSU vested for the year ended December 31, 2020.

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 market conditions will be satisfied and vest in five tranches based on the achievement of market capitalization goals applicable to each tranche over a six-month period subject to the CEO’s continuous employment through the applicable vesting date. Any CEO performance-based RSUs that have not vested within five years after the Closing will be forfeited. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions:


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

The Company recognizes compensation expense using a graded vesting attribution method 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. During the year ended December 31, 2022, the market 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 year ended December 31, 2022, and no such expense was recognized during the year ended December 31, 2021. As of December 31, 2022, the unamortized expense for the fifth tranche, representing 2,090,140 RSUs, was $8.2 million which will be recognized over a period of 0.7 years. The total fair value of performance-based RSUs vested during the year ended December 31, 2022 was $315.3 million. There are no performance-based RSUs vested for the years ended December 31, 2021 and 2020. For the year ended December 31, 2022, the Company withheld approximately 9.4 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, and nil for the years ended December 31, 2021 and 2020.

ESPP

The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The plan provides for 24-month offering periods beginning in December and June of each year, and each offering period will consist of four six-month purchase periods. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date.

If the market value of our common stock on the purchase date is lower than the market value at the beginning of the offering period, the ongoing offering terminates immediately following the purchase of ESPP shares on the purchase date and participants in the terminated offering are automatically enrolled in the new offering resulting in a reset of the offering price and a modification charge to be recognized over the new offering period. During the year ended December 31, 2022, there were two ESPP resets that resulted in modification charges of $19.9 million, which are being recognized until the new offering period ending in November 2024.

The Company issued 2,106,158 shares at a weighted-average price of $11.66 for the year ended December 31, 2022. No shares were issued during the year ended December 31, 2021. As of December 31, 2022, unrecognized stock-based compensation cost related to the ESPP was $41.5 million, which is expected to be recognized over a weighted-average period of 1.9 years.

Stock-Based Compensation Expense

Total employee and nonemployee stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	41,753	$	8,737	$	213
Research and development	151,549		137,303		3,724
Selling, general and administrative	230,198		370,717		677
Total	$	423,500	$	516,757	$	4,614

Total stock-based compensation expense for the year ended December 31, 2021 included $383.2 million stock-based compensation expense related to the RSUs and $123.6 million stock-based compensation expense related to the Series E convertible preferred stock issuance in March 2021 and April 2021. Refer to Note 7 “Contingent Forward Contracts” and Note 10 “Convertible Preferred Stock” for more information.

LEASES

12 Months Ended

Dec. 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 Company has determined if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon later of ASC 842 adoption date of January 1, 2021, or lease commencement, which is the date when the underlying asset is made available for use by the lessor.

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

In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classified this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of December 31, 2022, assets and liabilities associated with the finance lease were $79.3 million and $81.1 million, respectively.

Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded the sales proceeds received as a financial liability within Other long-term liabilities on our consolidated balance sheets as of December 31, 2022.

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


	December 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	215,160	$	161,974

Other current liabilities	$	11,269	$	11,056
Other long-term liabilities	243,843		185,323
Total operating lease liabilities	$	255,112	$	196,379

Finance leases:
Property, plant and equipment, net	$	90,386	$	10,567
Total finance lease assets	$	90,386	$	10,567

Finance lease liabilities, current portion	$	10,586	$	4,183
Finance lease liabilities, net of current portion	81,336		6,083
Total finance lease liabilities	$	91,922	$	10,266

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


	Year Ended December 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	44,617	$	31,097
Variable lease expense	1,712		2,406

Finance lease expense:
Amortization of leased assets	$	4,812	$	3,020
Interest on lease liabilities	2,453		460
Total finance lease expense	$	7,265	$	3,480
Total lease expense	$	53,594	$	36,983

(1) Excluded short-term leases, which were immaterial.

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


	December 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.6		7.8
Finance leases	3.5		2.5

Weighted-average discount rate:
Operating leases	10.52	%	10.98	%
Finance leases	5.57	%	5.58	%

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


	Year Ended December 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	15,482	$	10,019
Operating cash flows from finance leases (interest payments)	509		460
Financing cash flows from finance leases	4,977		3,088
Leased assets obtained in exchange for new operating lease liabilities	73,502		84,078
Leased assets obtained in exchange for new finance lease liabilities	84,392		9,693

As of December 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
2023	$	38,064	$	10,937
2024	54,504		8,340
2025	53,838		6,619
2026	50,434		82,488
2027	44,039		117
Thereafter	146,784		37
Total minimum lease payments	387,663		108,538
Less: Interest	(132,551)		(16,616)
Present value of lease obligations	255,112		91,922
Less: Current portion	(11,269)		(10,586)
Long-term portion of lease obligations	$	243,843	$	81,336

As of December 31, 2022, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $26.8 million. The leases are expected to commence over the next twelve months.

LEASES

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


	December 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	215,160	$	161,974

Other current liabilities	$	11,269	$	11,056
Other long-term liabilities	243,843		185,323
Total operating lease liabilities	$	255,112	$	196,379

Finance leases:
Property, plant and equipment, net	$	90,386	$	10,567
Total finance lease assets	$	90,386	$	10,567

Finance lease liabilities, current portion	$	10,586	$	4,183
Finance lease liabilities, net of current portion	81,336		6,083
Total finance lease liabilities	$	91,922	$	10,266

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


	Year Ended December 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	44,617	$	31,097
Variable lease expense	1,712		2,406

Finance lease expense:
Amortization of leased assets	$	4,812	$	3,020
Interest on lease liabilities	2,453		460
Total finance lease expense	$	7,265	$	3,480
Total lease expense	$	53,594	$	36,983

(1) Excluded short-term leases, which were immaterial.

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


	December 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.6		7.8
Finance leases	3.5		2.5

Weighted-average discount rate:
Operating leases	10.52	%	10.98	%
Finance leases	5.57	%	5.58	%

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


	Year Ended December 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	15,482	$	10,019
Operating cash flows from finance leases (interest payments)	509		460
Financing cash flows from finance leases	4,977		3,088
Leased assets obtained in exchange for new operating lease liabilities	73,502		84,078
Leased assets obtained in exchange for new finance lease liabilities	84,392		9,693

As of December 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
2023	$	38,064	$	10,937
2024	54,504		8,340
2025	53,838		6,619
2026	50,434		82,488
2027	44,039		117
Thereafter	146,784		37
Total minimum lease payments	387,663		108,538
Less: Interest	(132,551)		(16,616)
Present value of lease obligations	255,112		91,922
Less: Current portion	(11,269)		(10,586)
Long-term portion of lease obligations	$	243,843	$	81,336

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of December 31, 2022 and 2021, the Company had $593.9 million and $286.0 million, respectively, in commitments related to AMP-1 and AMP-2 plant and equipment. These commitments represent future expected payments on open purchase orders entered into as of December 31, 2022 and 2021.

The Company’s non-cancellable long-term commitments primarily related to certain inventory component purchases. The estimated future payments having a remaining term in excess of one year as of December 31, 2022 were as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment(1)
2023	$	310,399
2024	327,680
2025	430,036
2026	703,715
2027	703,205
Thereafter	2,709,173
Total	$	5,184,208

(1) Included minimum purchase commitment of approximately $5.0 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates.

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 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 and that motion was granted on January 11, 2023, with Plaintiffs being provided the ability to seek leave to amend. On January 30, 2023, Plaintiffs filed a Motion for Leave to Amend which is currently set for a hearing on March 7, 2023. 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 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. 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 January 26, 2022) and Zsata Williams-Spinks v. Peter Rawlinson, et al., Case No. 4:22-cv-01115-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 and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws against Lucid Group, Inc. and certain officers of the Company relating to alleged statements, updated projections and guidance provided in the late 2021 to early 2022 timeframe. The complaints, which were filed in the Northern District of California, are captioned Victor W. Mangino v. Lucid Group, Inc., et al., Case No. 3:22-cv-02094-JD, and Anant Goel v. Lucid Group, Inc., et al., Case No. 3:22-cv-03176-JD. The two matters were consolidated into one action, entitled In re Lucid Group, Inc. Securities Litigation, Case No. 22-cv-02094-JD. The complaints name as defendants Lucid Group, Inc. and the Company’s chief executive officer and chief financial officer, and generally allege that defendants purportedly made false or misleading statements regarding delivery and revenue projections and related matters. The complaints in these actions seek certification of the actions as class actions, as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. 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.

In addition, on July 11, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California state court, captioned Floyd Taylor v. Glenn August, et al., Superior Court, Alameda County, Case No. 22CV014130. The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the In re Lucid Group, Inc. Securities Litigation action, the Taylor complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets and aiding and abetting breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, interest, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the actions.

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 $52.5 million and $30.4 million as of December 31, 2022 and 2021, respectively, for which no liabilities are recorded on the consolidated balance sheets.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of loss before provision for (benefit from) income taxes for the years ended December 31, 2022, 2021 and 2020, are as follows (in thousands):


	2022		2021		2020
Loss subject to domestic income taxes	$	(1,306,245)	$	(2,580,324)	$	(719,636)
Income subject to foreign income taxes	2,164		612		68
	$	(1,304,081)	$	(2,579,712)	$	(719,568)

The Company recorded $0.4 million and immaterial amount of provision for income taxes for the years ended December 31, 2022 and 2021, respectively, and $(0.2) million of benefit from income taxes for the year ended December 31, 2020. The Company recorded provision for (benefit from) income taxes in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands):


	2022		2021		2020
Current
Federal	$	—	$	18	$	—
State	14		4		5
Foreign	365		27		(193)
Total current tax expense (benefit)	$	379	$	49	$	(188)
Deferred
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
Total deferred tax expense (benefit)	$	—	$	—	$	—
Total Provision for (benefit from) income taxes	$	379	$	49	$	(188)

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the years ended December 31, 2022, 2021 and 2020 was as follows:


	Year Ended December 31,
	2022	2021	2020
Statutory federal income tax rate	21.0%	21.0%	21.0%
Stock-based compensation	(0.6)	(2.9)	(0.2)
Change in fair value of warrant liability	20.2	(8.5)	(3.4)
Tax-exempt interest	0.4	—	—
Nondeductible expenses	0.4	(0.3)	(0.1)
Tax credits	1.4	0.7	2.8
Change in valuation allowance	(42.8)	(10.0)	(20.1)
Provision for (benefit from) income taxes	—%	—%	—%

The effective tax rate was 0.0% for the years ended December 31, 2022, 2021 and 2020. The amount of provision for (benefit from) income taxes differs from the expected benefit due to the impact of the U.S. valuation allowance.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2022 and 2021, are as follows (in thousands):


	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	974,097	$	519,410
Tax credit carryforwards	104,678		71,783
Stock-based compensation expense	26,438		22,559
Capitalization of research and development costs	174,564		—
Accruals and reserves	100,622		59,894
Lease Liability	84,635		52,592
Other	19,037		8,547
Total deferred tax assets	1,484,071		734,785
Valuation allowance	(1,374,265)		(672,898)
Total deferred tax assets, net of valuation allowance	109,806		61,887
Deferred tax liabilities:
Depreciation	(39,618)		(20,180)
Right-of-use assets	(70,188)		(41,707)
Total deferred tax liabilities	(109,806)		(61,887)
Deferred tax assets (liabilities), net of valuation allowance	$	—	$	—

The Company does not provide deferred tax liabilities when it intends to reinvest earnings of its foreign subsidiaries indefinitely. As of December 31, 2022 and 2021, the Company has no undistributed earnings from its foreign subsidiaries.

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

Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and the accumulated deficit, as of December 31, 2022 and 2021, the Company provided a full valuation allowance against its U.S. and state deferred tax assets. The valuation allowance for deferred tax assets was $1,374.3 million and $672.9 million, as of December 31, 2022 and 2021, respectively. The valuation allowance on our net deferred taxes increased by $701.4 million and $312.3 million during the years ended December 31, 2022 and 2021, respectively.

The Company had federal, state, and foreign net operating loss carryforwards of approximately $3,696.1 million, $2,492.0 million, and $2.0 million, respectively, as of December 31, 2022, which will begin to expire at various dates beginning in 2023. The Company also had federal and state tax research and development tax credit carryforwards of approximately $117.9 million and $91.4 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in 2036, if not utilized. The state research and development tax credit carryforwards do not expire.

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

Internal Revenue Code Section 382, which provide for limitations on net operating losses carryforwards and certain built in losses following ownership changes, and Section 383, which provides for special limitations on certain excess credits, etc. (collectively, “IRC Section 382”). Utilization of the carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions, resulting in a reduction in the gross deferral tax assets before considering the valuation allowance. We have completed a formal Section 382 study of our equity transactions through December 31, 2020. The study determined that we experienced an “ownership change” in 2016, and we will not be able to utilize approximately $12.0 million of our gross U.S. federal NOL and $15.0 million of gross U.S. federal research and development tax credit (or $3.0 million in net credit) carryforwards.

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

Uncertain Tax Positions

As of December 31, 2022, 2021 and 2020, the total amount of unrecognized tax benefits was approximately $105.2 million, $72.3 million, and $42.9 million, respectively, of which $0.6 million, $0.5 million and $2.6 million, if recognized for respective periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits within the next 12 months.

The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	December 31,
	2022		2021		2020
Unrecognized benefit—beginning of period	$	72,330	$	42,894	$	20,635
Gross increases—prior-period tax positions	—		—		21
Gross decreases—prior-period tax positions	—		—		(2)
Gross increases—current-period tax positions	32,916		31,336		22,382
Gross decrease—current-period tax positions	—		—		—
Statute lapse	(12)		(1,900)		(142)
Unrecognized benefit—end of period	$	105,234	$	72,330	$	42,894

Related to the unrecognized tax benefits above, the Company recognized immaterial interest expense and penalty expense as part of provision for (benefit from) income taxes in the consolidated statements of operations and comprehensive loss. As of December 31, 2022, the Company has recognized a liability for immaterial interest expense and penalties, which was included within Other long-term liabilities in the consolidated balance sheets.

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

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Principles of Consolidation

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

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

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


	Year Ended December 31,
	2022		2021		2020
Net loss	$	(1,304,460)	$	(2,579,761)	$	(719,380)
Deemed contribution related to repurchase of Series B convertible preferred stock	—		—		1,000
Deemed contribution related to repurchase of Series C convertible preferred stock	—		—		12,784
Deemed dividend related to the issuance of Series E convertible preferred stock	—		(2,167,332)		—
Net loss attributable to common stockholders, basic	(1,304,460)		(4,747,093)		(705,596)
Change in fair value of dilutive warrants	(1,254,218)		—		—
Net loss attributable to common stockholders, diluted	$	(2,558,678)	$	(4,747,093)	$	(705,596)

Weighted-average shares outstanding, basic	1,678,346,079		740,393,759		24,825,944
Private Placement Warrants using the treasury stock method	14,912,529		—		—
Weighted-average shares outstanding, diluted	1,693,258,608		740,393,759		24,825,944

Net loss per share:
Basic	$	(0.78)	$	(6.41)	$	(28.42)
Diluted	$	(1.51)	$	(6.41)	$	(28.42)

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


	Year Ended December 31,
Excluded Securities	2022	2021	2020
Convertible preferred stock (on an as-converted basis)	—	—	957,159,704
Convertible preferred stock warrants (on an as-converted basis)	—	—	1,546,799
Private Placement Warrants to purchase common stock	—	44,350,000	—
Options outstanding to purchase common stock	39,011,116	64,119,902	70,675,318
RSUs outstanding	38,570,298	32,210,200	—
Employee stock purchase plan	11,826,419	—	—
If-converted common shares from convertible note	36,737,785	36,737,785	—
Total	126,145,618	177,417,887	1,029,381,821

The 2,090,140 and 16,024,411 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market conditions have not been satisfied as of December 31, 2022 and 2021, respectively.

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 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 years ended December 31, 2022, 2021 and 2020.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Public Investment Fund Internship Agreement In July 2021, we entered into an agreement with PIF, which is an affiliate of Ayar, to implement a recruitment and talent development program pursuant to which we agreed to evaluate, employ and train participants nominated by PIF during six-month internships, and PIF agreed to reimburse us for expenses related to participant wages, visa fees, medical insurance, airfare and housing incurred by us. The program ended during the year ended December 31, 2022. The expenses incurred under the agreement were $1.0 million for the year ended December 31, 2022 and the amount due from PIF was $1.0 million as of December 31, 2022. No expenses were incurred during the year ended December 31, 2021. 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 costs incurred under the agreement were $1.3 million and $2.3 million for the years ended December 31, 2022 and 2021, respectively. Lease In February 2022, we entered into a lease agreement with KAEC, a related party of PIF, which is an affiliate of Ayar, for our first international manufacturing plant in Saudi Arabia. The lease has an initial term of 25 years expiring in Year 2047. As of December 31, 2022, the right-of-use assets and lease liabilities related to this lease were $4.8 million and $5.4 million, respectively. The lease expense recorded for the year ended December 31, 2022 was immaterial. SIDF Loan Agreement In February 2022, Lucid LLC entered into the SIDF Loan Agreement with the SIDF, a related party of PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide 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. See Note 6 “Debt” for more information. Ministry of Investment of Saudi Arabia (“MISA”) Agreements In February 2022, Lucid LLC entered into agreements with MISA, a related party of PIF, which is an affiliate of Ayar, pursuant to which MISA has agreed to provide economic support for certain capital expenditures in connection with Lucid LLC’s on-going design and construction of AMP-2. The support by MISA is subject to Lucid LLC’s completion of certain milestones related to the construction and operation of AMP-2. Following the commencement of construction, if operations at the plant do not commence within 30 months, or if the agreed scope of operations is not attained within 55 months, MISA may suspend availability of subsequent support. Pursuant to the agreements, MISA has the right to require Lucid LLC to transfer the ownership of AMP-2 to MISA, at the fair market value thereof, minus an amortized value of the support provided in the event of customary events of default including abandonment or material and chronically low utilization of AMP-2. Alternatively, Lucid LLC is entitled to avoid the transfer of the ownership of AMP-2 by electing to pay such amortized value. The agreements will terminate on the fifteenth anniversary of the commencement of completely-built-up (“CBU”) operations at AMP-2 at the latest. During the year ended December 31, 2022, the Company received support of SAR 366 million (approximately $97.3 million) in cash, of which $64.0 million was recorded as deferred liability within Other long-term liabilities and $33.3 million was recorded as a deduction in calculating the carrying amount of the related assets on the consolidated balance sheet. There are no unfulfilled conditions and contingencies attached to the payments received. Payment receipts are classified as investing cash inflows on the consolidated statements of cash flows. GIB Facility Agreement In April 2022, Lucid LLC entered into the GIB Facility Agreement with GIB. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provides for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). See Note 6 “Debt” for more information. Construction Service Contract Lucid LLC entered into agreements with Al Bawani Company Limited (“Al Bawani”), an affiliate of PIF, which is an affiliate of Ayar, for certain design and construction services in connection with the development of AMP-2. The capital expenditures incurred under these agreements were SAR 109.5 million (approximately $29.1 million) for the year ended December 31, 2022. Amounts due to Al Bawani under these agreements were SAR 42.1 million (approximately $11.2 million) as of December 31, 2022. Subscription Agreement On November 8, 2022, the Company entered into the Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company issued 85,712,679 shares at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million. See Note 11 “Stockholders’ Equity” for more information.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

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

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

Segment Reporting

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

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

Restricted cash in Other current assets and Other noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities.

Investments

Accounts Receivable, Net

Accounts Receivable, NetAccounts receivable consist of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits and services. The Company provides an allowance against accounts receivable for any potential uncollectible amounts.

Concentration of Credit Risk

Concentration of Supply Risk

Inventory

In the event there are changes in our estimates of future selling prices or production costs, the Company may be required to record additional and potentially material write-downs.

Property, Plant, and Equipment, Net

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


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

Impairment of Long-Lived Assets

Foreign Currency

Revenue from Contracts with Customers

Vehicle Sales

Vehicle Sales without Residual Value Guarantee

Vehicle Sales with Residual Value Guarantee

Other

Cost of Revenue

Vehicle Sales

Other

Warranties

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

Income Taxes

Stock-Based Compensation

Comprehensive Loss

Research and Development

Selling, General, and Administrative

Advertising

Advertising Advertising is expensed as incurred and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss.

Leases

Commitments and Contingencies

Net Loss Per Share

Common Stock Warrants, Policy

Common Stock Warrants

Government Grants

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Fair Value Measurement

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 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):


	December 31,
	2022		2021		2020
Cash and cash equivalents	$	1,735,765	$	6,262,905	$	614,412
Restricted cash included in Other current assets	1,555		10,740		11,278
Restricted cash included in Other noncurrent assets	—		24,375		14,728
Total cash, cash equivalents, and restricted cash	$	1,737,320	$	6,298,020	$	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):


	December 31,
	2022		2021		2020
Cash and cash equivalents	$	1,735,765	$	6,262,905	$	614,412
Restricted cash included in Other current assets	1,555		10,740		11,278
Restricted cash included in Other noncurrent assets	—		24,375		14,728
Total cash, cash equivalents, and restricted cash	$	1,737,320	$	6,298,020	$	640,418

Schedule of Property, Plant and Equipment, Net

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


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

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


	December 31, 2022		December 31, 2021
Land and land improvements	$	64,677	$	1,050
Building and improvements	197,406		195,952
Machinery, Tooling and Vehicles	743,006		601,791
Computer equipment and software	48,899		27,968
Leasehold improvements	182,904		135,533
Furniture and fixtures	27,803		15,352
Finance leases	97,992		13,601
Construction in progress	1,077,179		276,919
Total Property, plant and equipment	2,439,866		1,268,166
Less accumulated depreciation and amortization	(273,090)		(86,013)
Property, plant and equipment, net	$	2,166,776	$	1,182,153

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


	December 31, 2022		December 31, 2021
Machinery and tooling	$	515,662	$	132,943
Construction of AMP-1 and AMP-2(1)	526,720		112,970
Leasehold improvements	34,797		31,006
Total construction in progress	$	1,077,179	$	276,919

REVERSE RECAPITALIZATION (Tables)

12 Months Ended

Dec. 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)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory

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


	December 31, 2022		December 31, 2021
Raw materials	$	464,731	$	87,646
Work in progress	34,311		30,641
Finished goods	335,359		8,963
Total Inventory	$	834,401	$	127,250

Schedule of Property, Plant and Equipment and Construction in Progress

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


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

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


	December 31, 2022		December 31, 2021
Land and land improvements	$	64,677	$	1,050
Building and improvements	197,406		195,952
Machinery, Tooling and Vehicles	743,006		601,791
Computer equipment and software	48,899		27,968
Leasehold improvements	182,904		135,533
Furniture and fixtures	27,803		15,352
Finance leases	97,992		13,601
Construction in progress	1,077,179		276,919
Total Property, plant and equipment	2,439,866		1,268,166
Less accumulated depreciation and amortization	(273,090)		(86,013)
Property, plant and equipment, net	$	2,166,776	$	1,182,153

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


	December 31, 2022		December 31, 2021
Machinery and tooling	$	515,662	$	132,943
Construction of AMP-1 and AMP-2(1)	526,720		112,970
Leasehold improvements	34,797		31,006
Total construction in progress	$	1,077,179	$	276,919

Schedule of Other Current Liabilities

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


	December 31, 2022		December 31, 2021
Engineering, design, and testing accrual	$	28,686	$	33,950
Construction in progress	167,462		92,590
Accrued purchases (1)	157,162		12,225
Retail leasehold improvements accrual	9,099		15,796
Other professional services accrual	34,951		13,944
Tooling liability	21,714		23,966
Short-term borrowings	9,595		—
Operating lease liabilities, current portion	11,269		11,056
Other current liabilities	194,629		114,685
Total Other current liabilities	$	634,567	$	318,212

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

Schedule of Other Noncurrent Liabilities

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


	December 31, 2022		December 31, 2021
Operating lease liabilities, net of current portion	$	243,843	$	185,323
Other long-term liabilities(1)	134,369		3,252
Total Other long-term liabilities	$	378,212	$	188,575

Schedule of Accrued Warranty Liability

Accrued warranty activities consisted of the following (in thousands):


	Year Ended
	December 31, 2022
Accrued warranty - beginning of period	$	1,282
Warranty costs incurred	(11,557)
Provision for warranty(1)	33,224
Accrued warranty - end of period(2)	$	22,949

(1) Accrued warranty balance as of December 31, 2022 included estimated costs related to the recalls identified.

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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


	December 31, 2022
									Reported As:
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and cash equivalents		Short-Term Investments		Long-Term Investments
Cash and cash equivalents	$	321,667	$	—	$	—	$	321,667	$	321,667	$	—	$	—
Level 1:
Money market funds	1,377,540		—		—		1,377,540		1,377,540		—		—
U.S. Treasury securities	1,861,449		151		(9,431)		1,852,169		—		1,570,591		281,578
Subtotal	3,238,989		151		(9,431)		3,229,709		1,377,540		1,570,591		281,578
Level 2:
U.S. government agency securities	43,477		46		(18)		43,505		—		43,505		—
Certificates of deposit	174,037		67		(132)		173,972		—		173,972		—
Commercial paper	238,224		63		(122)		238,165		19,761		218,404		—
Corporate debt securities	438,148		208		(2,404)		435,952		16,797		170,759		248,396
Subtotal	893,886		384		(2,676)		891,594		36,558		606,640		248,396
Total assets measured at fair value	$	4,454,542	$	535	$	(12,107)	$	4,442,970	$	1,735,765	$	2,177,231	$	529,974


	December 31, 2021
	Reported As:
	Cash and cash equivalents
Cash	$	160,888
Level 1:
Money market funds	6,102,017
Total assets measured at fair value	$	6,262,905

Summary of Available-for-sale Debt Securities by Contractual Maturity

The following table summarizes our available-for-sale securities by contractual maturity:


	December 31, 2022
	Amortized cost		Estimated Fair Value
Within one year	$	2,181,532	$	2,177,231
After one year through three years	537,243		529,974
Total	$	2,718,775	$	2,707,205

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

The following table presents 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 (in thousands):


	Year Ended December 31,
	2022		2021
	Common Stock Warrant Liability		Contingent Forward Contract Liability		Convertible Preferred Stock Warrant Liability		Common Stock Warrant Liability
Fair value-beginning of period	$	1,394,808	$	—	$	2,960	$	—
Issuance	—		2,167,332		—		812,048
Change in fair value	(1,254,218)		454,546		6,976		582,760
Settlement	—		(2,621,878)		(9,936)		—
Fair value-end of period	$	140,590	$	—	$	—	$	1,394,808

DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

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


	December 31, 2022		December 31, 2021
Principal Amount	$	2,012.5	$	2,012.5
Unamortized Debt Discounts and Issuance Costs	20.7		25.7
Net Carrying Amount	$	1,991.8	$	1,986.8

Fair Value (Level 2)	$	1,041.5	$	1,984.6

The components of interest expense related to the 2026 Notes were as follows (in millions):


	Year Ended December 31,
	2022		2021
Contractual interest	$	25.2	$	1.2
Amortization of debt discounts and debt issuance costs	5.0		0.2
Interest expense	$	30.2	$	1.4

CONTINGENT FORWARD CONTRACTS (Tables)

12 Months Ended

Dec. 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:


	December 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	3.17	$	31.45

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


	December 31, 2022		December 31, 2021
Volatility	80.00	%	85.00	%
Expected term (in years)	3.6		4.6
Risk-free rate	4.11	%	1.20	%
Dividend yield	—	%	—	%

COMMON STOCK WARRANT LIABILITY (Tables)

12 Months Ended

Dec. 31, 2022

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:


	December 31, 2022		December 31, 2021
Fair value of Private Placement Warrants per share	$	3.17	$	31.45

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


	December 31, 2022		December 31, 2021
Volatility	80.00	%	85.00	%
Expected term (in years)	3.6		4.6
Risk-free rate	4.11	%	1.20	%
Dividend yield	—	%	—	%

CONVERTIBLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 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)

12 Months Ended

Dec. 31, 2022

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 December 31, 2022 was as follows:


			December 31, 2022
Private Placement Warrants to purchase common stock			44,350,000
Stock options outstanding			39,011,116
Restricted stock units outstanding			40,660,438
Shares available for future grants under equity plans			26,826,282
If-converted common shares from convertible note			36,737,785
Total shares of common stock reserved			187,585,621

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

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Share-Based Payment Arrangement [Abstract]

STOCK-BASED AWARDS (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Stock Option Activity

A summary of stock option activity for the year ended December 31, 2022 was as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance as of December 31, 2021	64,119,902	$	1.08	6.60	$	2,370,666
Options exercised	(22,519,879)	0.79
Options canceled	(2,588,907)	1.93
Balance as of December 31, 2022	39,011,116	$	1.19	6.52	$	224,721
Options vested and exercisable as of December 31, 2022	29,534,568	$	1.03	6.14	$	173,872

Schedule of Stock Option Valuation Assumptions

A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the year ended December 31, 2021 and 2020, was as follows:


	Year ended December 31,
	2021			2020
Weighted average volatility	48.4		%	59.0		%
Expected term (in years)	6.6			5.9
Risk-free interest rate	1.45		%	0.75		%
Expected dividends	$	—		$	—

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSUs activity for the year ended December 31, 2022 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	21,332,603	—	21,332,603	17.04
Vested	(11,656,996)	(13,934,271)	(25,591,267)	19.56
Cancelled/Forfeited	(3,315,509)	—	(3,315,509)	18.52
Balance as of December 31, 2022	38,570,298	2,090,140	40,660,438	$	19.38

Schedule of Share-based Compensation Arrangement Awards

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	—

Summary of Stock-Based Compensation Expense


	Year Ended December 31,
	2022		2021		2020
Cost of revenue	$	41,753	$	8,737	$	213
Research and development	151,549		137,303		3,724
Selling, general and administrative	230,198		370,717		677
Total	$	423,500	$	516,757	$	4,614

LEASES (Tables)

12 Months Ended

Dec. 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 consolidated balance sheets (in thousands):


	December 31, 2022		December 31, 2021
Operating leases:
Operating lease right-of-use assets	$	215,160	$	161,974

Other current liabilities	$	11,269	$	11,056
Other long-term liabilities	243,843		185,323
Total operating lease liabilities	$	255,112	$	196,379

Finance leases:
Property, plant and equipment, net	$	90,386	$	10,567
Total finance lease assets	$	90,386	$	10,567

Finance lease liabilities, current portion	$	10,586	$	4,183
Finance lease liabilities, net of current portion	81,336		6,083
Total finance lease liabilities	$	91,922	$	10,266

Schedule of Lease Cost

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


	Year Ended December 31,
	2022		2021
Operating lease expense:
Operating lease expense (1)	$	44,617	$	31,097
Variable lease expense	1,712		2,406

Finance lease expense:
Amortization of leased assets	$	4,812	$	3,020
Interest on lease liabilities	2,453		460
Total finance lease expense	$	7,265	$	3,480
Total lease expense	$	53,594	$	36,983

(1) Excluded short-term leases, which were immaterial.

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


	December 31, 2022		December 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7.6		7.8
Finance leases	3.5		2.5

Weighted-average discount rate:
Operating leases	10.52	%	10.98	%
Finance leases	5.57	%	5.58	%

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


	Year Ended December 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	15,482	$	10,019
Operating cash flows from finance leases (interest payments)	509		460
Financing cash flows from finance leases	4,977		3,088
Leased assets obtained in exchange for new operating lease liabilities	73,502		84,078
Leased assets obtained in exchange for new finance lease liabilities	84,392		9,693

Summary of Operating Lease Maturity

As of December 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
2023	$	38,064	$	10,937
2024	54,504		8,340
2025	53,838		6,619
2026	50,434		82,488
2027	44,039		117
Thereafter	146,784		37
Total minimum lease payments	387,663		108,538
Less: Interest	(132,551)		(16,616)
Present value of lease obligations	255,112		91,922
Less: Current portion	(11,269)		(10,586)
Long-term portion of lease obligations	$	243,843	$	81,336

Summary of Finance Lease Maturity

As of December 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
2023	$	38,064	$	10,937
2024	54,504		8,340
2025	53,838		6,619
2026	50,434		82,488
2027	44,039		117
Thereafter	146,784		37
Total minimum lease payments	387,663		108,538
Less: Interest	(132,551)		(16,616)
Present value of lease obligations	255,112		91,922
Less: Current portion	(11,269)		(10,586)
Long-term portion of lease obligations	$	243,843	$	81,336

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 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 December 31, 2022 were as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment(1)
2023	$	310,399
2024	327,680
2025	430,036
2026	703,715
2027	703,205
Thereafter	2,709,173
Total	$	5,184,208

(1) Included minimum purchase commitment of approximately $5.0 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Loss before Income Tax

The components of loss before provision for (benefit from) income taxes for the years ended December 31, 2022, 2021 and 2020, are as follows (in thousands):


	2022		2021		2020
Loss subject to domestic income taxes	$	(1,306,245)	$	(2,580,324)	$	(719,636)
Income subject to foreign income taxes	2,164		612		68
	$	(1,304,081)	$	(2,579,712)	$	(719,568)

Schedule of Components of Income Tax Expense (Benefit)

The Company recorded provision for (benefit from) income taxes in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands):


	2022		2021		2020
Current
Federal	$	—	$	18	$	—
State	14		4		5
Foreign	365		27		(193)
Total current tax expense (benefit)	$	379	$	49	$	(188)
Deferred
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
Total deferred tax expense (benefit)	$	—	$	—	$	—
Total Provision for (benefit from) income taxes	$	379	$	49	$	(188)

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the years ended December 31, 2022, 2021 and 2020 was as follows:


	Year Ended December 31,
	2022	2021	2020
Statutory federal income tax rate	21.0%	21.0%	21.0%
Stock-based compensation	(0.6)	(2.9)	(0.2)
Change in fair value of warrant liability	20.2	(8.5)	(3.4)
Tax-exempt interest	0.4	—	—
Nondeductible expenses	0.4	(0.3)	(0.1)
Tax credits	1.4	0.7	2.8
Change in valuation allowance	(42.8)	(10.0)	(20.1)
Provision for (benefit from) income taxes	—%	—%	—%

Schedule of Components of Deferred Tax Assets

Significant components of the Company’s deferred taxes as of December 31, 2022 and 2021, are as follows (in thousands):


	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	974,097	$	519,410
Tax credit carryforwards	104,678		71,783
Stock-based compensation expense	26,438		22,559
Capitalization of research and development costs	174,564		—
Accruals and reserves	100,622		59,894
Lease Liability	84,635		52,592
Other	19,037		8,547
Total deferred tax assets	1,484,071		734,785
Valuation allowance	(1,374,265)		(672,898)
Total deferred tax assets, net of valuation allowance	109,806		61,887
Deferred tax liabilities:
Depreciation	(39,618)		(20,180)
Right-of-use assets	(70,188)		(41,707)
Total deferred tax liabilities	(109,806)		(61,887)
Deferred tax assets (liabilities), net of valuation allowance	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	December 31,
	2022		2021		2020
Unrecognized benefit—beginning of period	$	72,330	$	42,894	$	20,635
Gross increases—prior-period tax positions	—		—		21
Gross decreases—prior-period tax positions	—		—		(2)
Gross increases—current-period tax positions	32,916		31,336		22,382
Gross decrease—current-period tax positions	—		—		—
Statute lapse	(12)		(1,900)		(142)
Unrecognized benefit—end of period	$	105,234	$	72,330	$	42,894

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 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):


	Year Ended December 31,
	2022		2021		2020
Net loss	$	(1,304,460)	$	(2,579,761)	$	(719,380)
Deemed contribution related to repurchase of Series B convertible preferred stock	—		—		1,000
Deemed contribution related to repurchase of Series C convertible preferred stock	—		—		12,784
Deemed dividend related to the issuance of Series E convertible preferred stock	—		(2,167,332)		—
Net loss attributable to common stockholders, basic	(1,304,460)		(4,747,093)		(705,596)
Change in fair value of dilutive warrants	(1,254,218)		—		—
Net loss attributable to common stockholders, diluted	$	(2,558,678)	$	(4,747,093)	$	(705,596)

Weighted-average shares outstanding, basic	1,678,346,079		740,393,759		24,825,944
Private Placement Warrants using the treasury stock method	14,912,529		—		—
Weighted-average shares outstanding, diluted	1,693,258,608		740,393,759		24,825,944

Net loss per share:
Basic	$	(0.78)	$	(6.41)	$	(28.42)
Diluted	$	(1.51)	$	(6.41)	$	(28.42)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
Excluded Securities	2022	2021	2020
Convertible preferred stock (on an as-converted basis)	—	—	957,159,704
Convertible preferred stock warrants (on an as-converted basis)	—	—	1,546,799
Private Placement Warrants to purchase common stock	—	44,350,000	—
Options outstanding to purchase common stock	39,011,116	64,119,902	70,675,318
RSUs outstanding	38,570,298	32,210,200	—
Employee stock purchase plan	11,826,419	—	—
If-converted common shares from convertible note	36,737,785	36,737,785	—
Total	126,145,618	177,417,887	1,029,381,821

DESCRIPTION OF BUSINESS (Details)		1 Months Ended		12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Jul. 23, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 08, 2022 USD ($)	Apr. 29, 2022 USD ($)	Apr. 29, 2022 SAR (ر.س)	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)
Debt Instrument [Line Items]
Net loss				$ 1,304,460,000	$ 2,579,761,000	$ 719,380,000
Accumulated deficit		$ 7,370,332,000		7,370,332,000	6,065,872,000
Proceeds from reverse recapitalization, net of transaction costs	$ 4,400,300,000
Equity Distribution Agreement
Debt Instrument [Line Items]
Consideration to be received on agreement							$ 600,000,000
Net proceeds received				$ 594,300,000
Remaining number of shares available (in shares) \| shares				0
Subscription Agreement \| Ayar
Debt Instrument [Line Items]
Consideration to be received on agreement							$ 915,000,000
Net proceeds received		915,000,000
1.25% Convertible Senior Notes, Due December 2026
Debt Instrument [Line Items]
Debt instrument, face amount		2,012,500,000		$ 2,012,500,000	2,012,500,000
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount					$ 2,012,500,000
Interest rate					1.25%
SIDF
Debt Instrument [Line Items]
Debt instrument, face amount		1,400,000,000		1,400,000,000						$ 1,400,000,000	ر.س 5,190,000,000
GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		266,100,000		266,100,000				$ 266,100,000	ر.س 1,000,000,000
ABL Credit Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,000,000,000	$ 1,000,000,000	$ 1,000,000,000
Debt instrument, term			5 years	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jul. 22, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 1,735,765	$ 6,262,905	$ 400	$ 614,412
Restricted cash included in Other current assets	1,555	10,740		11,278
Restricted cash included in Other noncurrent assets	0	24,375		14,728
Total cash, cash equivalents, and restricted cash	$ 1,737,320	$ 6,298,020		$ 640,418	$ 379,651

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment obligation	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Revenue, Major Customer [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Allowance for doubtful accounts	$ 0	$ 0
Impairment of long-lived assets	$ 0	0	$ 0
Number of performance obligations \| obligation	2
Basic vehicle warranty term	4 years
Revenue	$ 608,181,000	27,111,000	$ 3,976,000
Vehicle Sales With RVG
Revenue, Major Customer [Line Items]
Revenue	31,100,000
Vehicle Sales With OTA and Remarketing
Revenue, Major Customer [Line Items]
Deferred revenue	$ 15,400,000	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Machinery, Tooling & Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Machinery, Tooling & Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Building and Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	40 years

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

12 Months Ended

Jul. 23, 2021

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Jul. 22, 2021

USD ($)

Dec. 31, 2019

^[1]

Schedule Of Reverse Recapitalization [Line Items]

Common stock, shares, issued (in shares)

1,830,172,561

1,648,413,415

451,295,965

Common stock, shares outstanding (in shares)

1,618,621,534

1,829,314,736

1,647,555,590

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)

^[1]

957,159,704

^[1]

437,182,072

502,582,534

Options outstanding (in shares)

39,011,116

64,119,902

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 capitalization | $

$ 4,439,200

$ 0

$ 4,439,153

$ 0

Cash received upon completion of merger | $

2,070,100

Cash and cash equivalents | $

1,735,765

6,262,905

614,412

$ 400

Payments for repurchase of common stock | $

$ 200

20,716

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

$ 0

$ 2,717

$ 0

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	Dec. 31, 2022	Jul. 22, 2021
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	1,618,621,534	1,647,555,590	1,829,314,736	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
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
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	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 464,731	$ 87,646
Work in progress	34,311	30,641
Finished goods	335,359	8,963
Total Inventory	$ 834,401	$ 127,250

BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Inventory and firm purchase commitments write-downs	$ 569,479,000	$ 48,884,000	$ 0
Depreciation and amortization	186,583,000	62,907,000	10,217,000
Construction in progress
Inventory [Line Items]
Interest capitalized	$ 2,700,000	$ 0	$ 0

BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment	$ 2,439,866	$ 1,268,166
Less accumulated depreciation and amortization	(273,090)	(86,013)
Property, plant and equipment, net	2,166,776	1,182,153
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	64,677	1,050
Building and improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	197,406	195,952
Machinery, Tooling and Vehicles
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	743,006	601,791
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	48,899	27,968
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	182,904	135,533
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	27,803	15,352
Finance leases
Property, Plant and Equipment [Line Items]
Finance leases	97,992	13,601
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 1,077,179	$ 276,919

BALANCE SHEETS COMPONENTS - Construction in Progress (Details) $ in Thousands, ر.س in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 SAR (ر.س)	Dec. 31, 2021 USD ($)
MISA \| Government Grant \| Affiliated Entity
Property, Plant and Equipment [Line Items]
Related party transaction, amount of transaction	$ 97,300	ر.س 366
Construction in progress
Property, Plant and Equipment [Line Items]
Total construction in progress	1,077,179		$ 276,919
Machinery and tooling
Property, Plant and Equipment [Line Items]
Total construction in progress	515,662		132,943
Construction of AMP-1 and AMP-2
Property, Plant and Equipment [Line Items]
Total construction in progress	526,720		112,970
AMP-2 \| MISA \| Government Grant \| Affiliated Entity
Property, Plant and Equipment [Line Items]
Related party transaction, amount of transaction	(33,300)
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 34,797		$ 31,006

BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Engineering, design, and testing accrual	$ 28,686	$ 33,950
Construction in progress	167,462	92,590
Accrued purchases	157,162	12,225
Retail leasehold improvements accrual	9,099	15,796
Other professional services accrual	34,951	13,944
Tooling liability	21,714	23,966
Short-term borrowings	9,595	0
Operating lease liabilities, current portion	11,269	11,056
Other current liabilities	194,629	114,685
Total Other current liabilities	$ 634,567	$ 318,212

BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) $ in Thousands, ر.س in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 SAR (ر.س)	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Operating lease liabilities, net of current portion	$ 243,843		$ 185,323
Other long-term liabilities	134,369		3,252
Total Other long-term liabilities	378,212		$ 188,575
MISA \| Government Grant \| Affiliated Entity
Property, Plant and Equipment [Line Items]
Related party transaction, amount of transaction	97,300	ر.س 366
MISA \| Other Noncurrent Liabilities \| Government Grant \| Affiliated Entity
Property, Plant and Equipment [Line Items]
Related party transaction, amount of transaction	$ 64,000

BALANCE SHEETS COMPONENTS - Accrued Warranty Activities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Accrued warranty - beginning of period	$ 1,282
Warranty costs incurred	(11,557)
Provision for warranty	33,224
Accrued warranty - end of period	22,949
Other current liabilities
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Accrued warranty - end of period	10,400
Other long-term liabilities
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Accrued warranty - end of period	$ 12,500

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	$ 1,735,765	$ 6,262,905
Short-term investments	2,177,231	0
Long-term investments	529,974	0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	1,735,765
Cash, estimated fair value		6,262,905
Gross Unrealized Gains	535
Gross Unrealized Losses	(12,107)
Short-term investments	2,177,231
Long-term investments	529,974
Total assets measured at fair value, amortized cost	4,454,542
Total assets measured at fair value, fair value	4,442,970
Fair Value, Recurring \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	321,667
Cash, estimated fair value	321,667	160,888
Short-term investments	0
Long-term investments	0
Fair Value, Recurring \| Level 1:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	1,377,540
Amortized cost	3,238,989
Gross Unrealized Gains	151
Gross Unrealized Losses	(9,431)
Estimated Fair Value	3,229,709
Short-term investments	1,570,591
Long-term investments	281,578
Fair Value, Recurring \| Level 2:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	36,558
Amortized cost	893,886
Gross Unrealized Gains	384
Gross Unrealized Losses	(2,676)
Estimated Fair Value	891,594
Short-term investments	606,640
Long-term investments	248,396
Fair Value, Recurring \| Money market funds \| Level 1:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	1,377,540
Cash, estimated fair value		$ 6,102,017
Amortized cost	1,377,540
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Estimated Fair Value	1,377,540
Short-term investments	0
Long-term investments	0
Fair Value, Recurring \| U.S. Treasury securities \| Level 1:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	0
Amortized cost	1,861,449
Gross Unrealized Gains	151
Gross Unrealized Losses	(9,431)
Estimated Fair Value	1,852,169
Short-term investments	1,570,591
Long-term investments	281,578
Fair Value, Recurring \| U.S. government agency securities \| Level 2:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	0
Amortized cost	43,477
Gross Unrealized Gains	46
Gross Unrealized Losses	(18)
Estimated Fair Value	43,505
Short-term investments	43,505
Long-term investments	0
Fair Value, Recurring \| Certificates of deposit \| Level 2:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	0
Amortized cost	174,037
Gross Unrealized Gains	67
Gross Unrealized Losses	(132)
Estimated Fair Value	173,972
Short-term investments	173,972
Long-term investments	0
Fair Value, Recurring \| Commercial paper \| Level 2:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	19,761
Amortized cost	238,224
Gross Unrealized Gains	63
Gross Unrealized Losses	(122)
Estimated Fair Value	238,165
Short-term investments	218,404
Long-term investments	0
Fair Value, Recurring \| Corporate debt securities \| Level 2:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	16,797
Amortized cost	438,148
Gross Unrealized Gains	208
Gross Unrealized Losses	(2,404)
Estimated Fair Value	435,952
Short-term investments	170,759
Long-term investments	$ 248,396

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Narrative (Details)	Dec. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Accrued interest	$ 7,500,000
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Other current assets
Allowance for credit losses, excluding accrued interest	$ 0

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Available-for-sale Debt Securities by Contractual Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Amortized cost
Within one year	$ 2,181,532
After one year through three years	537,243
Total	2,718,775
Estimated Fair Value
Within one year	2,177,231
After one year through three years	529,974
Total	$ 2,707,205

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Stock Warrant Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	$ 1,394,808	$ 0
Issuance	0	812,048
Change in fair value	(1,254,218)	582,760
Settlement	0	0
Fair value-end of period	140,590	1,394,808
Contingent Forward Contract Liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	0	0
Issuance		2,167,332
Change in fair value		454,546
Settlement		(2,621,878)
Fair value-end of period		0
Convertible preferred stock warrant liability
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	$ 0	2,960
Issuance		0
Change in fair value		6,976
Settlement		(9,936)
Fair value-end of period		$ 0

DEBT - Narrative (Details)				1 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Apr. 29, 2022 USD ($) facility	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) day $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) day $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2022 SAR (ر.س)	Apr. 29, 2022 SAR (ر.س) facility	Feb. 27, 2022 SAR (ر.س)
Debt Instrument, Redemption [Line Items]
Proceeds from convertible debt						$ 0	$ 2,002,437,000	$ 0
Short-term debt					$ 0	9,595,000	0
Cash and cash equivalents					6,262,905,000	1,735,765,000	6,262,905,000
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	$ 2,012,500,000
Debt instrument, convertible, conversion ratio					0.0182548
Debt instrument, initial conversion price (in USD per share) \| $ / shares					$ 54.78		$ 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 \| 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		5
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount					$ 2,012,500,000		$ 2,012,500,000
Interest rate					1.25%		1.25%
Debt instrument, issuance price percentage					99.50%		99.50%
Proceeds from convertible debt					$ 1,986,600,000
Debt instrument, redemption price, percentage of principal amount redeemed					100.00%
Debt instrument, effective interest rate						1.50%			1.50%
SIDF
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount		$ 1,400,000,000				$ 1,400,000,000					ر.س 5,190,000,000
Outstanding amounts						$ 0
SIDF \| Minimum
Debt Instrument, Redemption [Line Items]
Debt instrument, periodic payment, principal		6,700,000	ر.س 25,000,000
Service fees		110,400,000									415,000,000
SIDF \| Maximum
Debt Instrument, Redemption [Line Items]
Debt instrument, periodic payment, principal		93,100,000	ر.س 350,000,000
Service fees		$ 471,000,000									ر.س 1,770,000,000
GIB Facility Agreement \| Working Capital Facility \| Line of Credit
Debt Instrument, Redemption [Line Items]
Interest rate						6.40%			6.40%
Short-term debt						$ 9,600,000			ر.س 36,000,000
GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument, Redemption [Line Items]
Number of facilities \| facility	2									2
Maximum borrowing capacity	$ 266,100,000					266,100,000				ر.س 1,000,000,000
GIB Facility Agreement \| Line of Credit \| Bridge Loan
Debt Instrument, Redemption [Line Items]
Maximum borrowing capacity	$ 173,000,000									650,000,000
Commitment fee percentage	0.15%
Remaining borrowing capacity						173,000,000			650,000,000
GIB Facility Agreement \| Line of Credit \| Bridge Loan \| Saudi Arabian Interbank Offered Rate
Debt Instrument, Redemption [Line Items]
Interest rate	1.25%
GIB Facility Agreement \| Line of Credit \| Working Capital Facility
Debt Instrument, Redemption [Line Items]
Maximum borrowing capacity	$ 93,100,000									ر.س 350,000,000
Commitment fee percentage	0.15%
Remaining borrowing capacity						83,500,000			ر.س 314,000,000
GIB Facility Agreement \| Line of Credit \| Working Capital Facility \| Saudi Arabian Interbank Offered Rate
Debt Instrument, Redemption [Line Items]
Interest rate	1.70%
GIB Facility Agreement \| Line of Credit \| Maximum \| Revolving Credit Facility
Debt Instrument, Redemption [Line Items]
Debt instrument, term	12 months
ABL Credit Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument, Redemption [Line Items]
Outstanding amounts						0
Maximum borrowing capacity				$ 1,000,000,000		$ 1,000,000,000
Debt instrument, term				5 years		5 years
Remaining borrowing capacity						$ 441,400,000
Additional borrowing capacity				$ 500,000,000
Commitment fee percentage				0.25%
Cash and cash equivalents						37,300,000
Issuance costs						6,300,000
Deferred issuance costs and commitment fee						2,100,000
ABL Credit Facility \| Line of Credit \| Bridge Loan
Debt Instrument, Redemption [Line Items]
Maximum borrowing capacity				$ 100,000,000
ABL Credit Facility \| Line of Credit \| Letter of Credit
Debt Instrument, Redemption [Line Items]
Outstanding amounts						$ 37,400,000
Maximum borrowing capacity				$ 350,000,000

DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument, Redemption [Line Items]
Principal Amount	$ 2,012.5	$ 2,012.5
Unamortized Debt Discounts and Issuance Costs	20.7	25.7
Net Carrying Amount	1,991.8	1,986.8
Level 2:
Debt Instrument, Redemption [Line Items]
Fair Value (Level 2)	$ 1,041.5	$ 1,984.6

DEBT - Components of Interest Expense (Details) - 1.25% Convertible Senior Notes, Due December 2026 - Convertible Debt - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument, Redemption [Line Items]
Contractual interest	$ 25.2	$ 1.2
Amortization of debt discounts and debt issuance costs	5.0	0.2
Interest expense	$ 30.2	$ 1.4

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

1 Months Ended

2 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

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Apr. 01, 2021

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

Contingent forward contract liability, fair value loss

$ 0

$ 454,546,000

$ 118,382,000

Change in fair value of forward contracts

454,546,000

118,382,000

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

$ 400,000,000

Issuance of convertible preferred shares (in shares)

82,496,121

82,496,092

164,992,213

^[1]

Settlement of Series D contingent forward contract liability

$ 21,384,000

$ 18,180,000

$ 39,563,000

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

400,000,000

Series E

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

$ 600,000,000

$ 899,725,000

Issuance of convertible preferred shares (in shares)

133,818,821

66,909,408

133,818,821

167,273,525

200,728,229

^[1]

301,092,346

^[1]

Settlement of Series D contingent forward contract liability

$ 110,456,000

Preferred stock, price (in dollars per share)

$ 2.99

Series E | Eligible Holders

$ 400,000,000

$ 3,206,159,000

898,932,000

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]

Contingent forward contract, fair value

36,400,000

Contingent forward contract reclassified to preferred shares

$ 18,200,000

Settlement of Series D contingent forward contract liability

$ 39,600,000

Contingent forward contract liability, fair value loss

8,700,000

Series E Contingent Forward Contract Liability

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

Contingent forward contract, fair value

$ 110,500,000

$ 722,400,000

$ 1,444,900,000

$ 110,500,000

$ 800,000

$ 722,400,000

$ 0

110,500,000

Contingent forward contract reclassified to preferred shares

$ 1,200,000,000

Contingent forward contract liability, fair value loss

$ 109,700,000

[1]

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

CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 23, 2021	Sep. 30, 2017
Class of Warrant or Right [Line Items]
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 convertible preferred stock warrant	$ 3,000	$ 0	$ 173,273	$ 0
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	$ 1,205

COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jul. 23, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2021	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	85,750,000
Warrant exercise price (in dollars per share)	$ 11.50			$ 1.94	$ 1.94
Sponsor earnback warrants (in shares)	14,783,333		14,783,333
Private Placement Warrants to purchase common stock
Class of Warrant or Right [Line Items]
Number of warrants (in shares)	44,350,000
Warrant exercise price (in dollars per share)	$ 11.50
Warrant liability	$ 812.0	$ 140.6	$ 1,394.8
Recognized gain (loss) from change in fair value of private placement warrant liability		$ 1,254.2	$ (582.8)

COMMON STOCK WARRANT LIABILITY - Fair Value of Private Warrants (Details) - $ / shares	Dec. 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)	$ 3.17	$ 31.45
Tranche 1 \| 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
Tranche 2 \| 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
Tranche 3 \| 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	Dec. 31, 2022	Dec. 31, 2021
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input	0.8000	0.8500
Expected term (in years)
Class of Warrant or Right [Line Items]
Expected term (in years)	3 years 7 months 6 days	4 years 7 months 6 days
Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0411	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

12 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

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Jul. 22, 2021

Dec. 31, 2019

USD ($)

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

437,182,072

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

957,159,704

^[1]

957,159,704

^[1]

957,159,704

^[1]

437,182,072

502,582,534

^[1]

Number of milestone conditions required to receive funding | condition

$ 2,494,076,000

$ 0

$ 2,494,076,000

$ 1,074,010,000

Contingent forward contract liability, fair value loss

454,546,000

118,382,000

Stock-based compensation expense

$ 423,500,000

$ 516,757,000

4,614,000

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

Aggregate value of convertible preferred shares approved for issuance

$ 71,000,000

Series E Contingent Forward Contract Liability

Contingent forward contract, fair value

110,500,000

$ 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

Series C

Payments for repurchase of convertible preferred stock

$ 0

12,101,000

Series C | Third Company Repurchase

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

9,656,589

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

$ 1.02

Payments for repurchase of convertible preferred stock

$ 9,900,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 10,500,000

Series C | Fourth Company Repurchase

$ 20,400,000

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

1,850,800

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

$ 1.21

Payments for repurchase of convertible preferred stock

$ 2,200,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 2,200,000

2,200,000

$ 2,200,000

4,500,000

Series B

Payments for repurchase of convertible preferred stock

3,000,000

Series B | Fifth Company Repurchase

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

3,525,332

Payments for repurchase of convertible preferred stock

$ 3,000,000

Cumulative adjustments to additional paid in capital for share repurchases

$ 1,000,000

1,000,000

Convertible preferred shares subject to repurchase, mandatory redemption term

$ 4,000,000

45 days

Series D

Proceeds from issuance of convertible preferred stock

$ 200,000,000

$ 400,000,000

$ 200,000,000

3,000,000

$ 400,000,000

Issuance of convertible preferred shares (in shares) | shares

82,496,121

82,496,092

164,992,213

^[1]

Series E

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

$ 600,000,000

$ 899,725,000

Issuance of convertible preferred shares (in shares) | shares

133,818,821

66,909,408

133,818,821

167,273,525

200,728,229

^[1]

301,092,346

^[1]

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

$ 2.99

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

200,700,000

Stock-based compensation expense

$ 123,600,000

Series E | Eligible Holders

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

$ 2.99

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

23,737,221

Series E | Additional Purchasers

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

$ 2.99

Series E | Management

Issuance of convertible preferred shares (in shares) | shares

3,034,194

Series E | Director

Issuance of convertible preferred shares (in shares) | shares

1,658,705

Series E | Chief Executive Officer

Issuance of convertible preferred shares (in shares) | shares

535,275

Common Stock

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

1,155,909,367

^[1]

Legacy Preferred Shareholders

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					12 Months Ended			23 Months Ended
	Feb. 28, 2021	Jun. 30, 2020	Mar. 31, 2020	Oct. 31, 2019	Apr. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021
Class of Stock [Line Items]
Conversion of preferred stock warrant to Series D in February 2021	$ 3,000					$ 0	$ 173,273	$ 0
Series D
Class of Stock [Line Items]
Conversion of convertible notes					$ 271,985
Proceeds from issuance of convertible preferred stock		$ 200,000	$ 200,000	$ 400,000	$ 200,000	$ 0	$ 3,000	400,000
Contingent forward contract liability reclassified to Series D		$ 21,384	$ 18,180					$ 39,563
Conversion of preferred stock warrant to Series D in February 2021	3,000
Reclassification of preferred stock warrant liability to Series D in February 2021	$ 9,936
Total proceeds of Series D									$ 1,324,485

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended		5 Months Ended	12 Months Ended
	Jul. 23, 2021 $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Feb. 28, 2021 USD ($) $ / shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Nov. 08, 2022 USD ($)	Jul. 22, 2021 shares	Sep. 30, 2017 $ / shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000		10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)		0		0	0	0
Preferred stock, shares outstanding (in shares)		0		0	0	0
Reverse recapitalization, shares issued (in shares)	425,395,023
Common stock, shares outstanding (in shares)	1,618,621,534	1,829,314,736		1,647,555,590	1,829,314,736	1,647,555,590			451,295,965
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Number of votes allowed per share \| vote		1			1
Number of warrants (in shares)	85,750,000
Number of securities called by each warrant (in shares)	1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50		$ 1.94							$ 1.94
Warrants exercised (in shares)						41,034,197
Warrants exercised, cashless (in shares)						25,966,976
Proceeds from the exercise of public warrants \| $			$ 3,000		$ 0	$ 173,273	$ 0
Warrants redeemed (in shares)						365,803
Warrant, redemption price (in dollars per share) \| $ / shares				$ 0.01		$ 0.01
Shares repurchased (in shares)					0	857,825
Shares repurchased, repurchase price (in dollars per share) \| $ / shares						$ 24.15
Equity Distribution Agreement
Class of Stock [Line Items]
Consideration to be received on agreement \| $								$ 600,000
Number of shares issued (in shares)					56,203,334
Weighted average price (in dollars per share) \| $ / shares		$ 10.68			$ 10.68
Net proceeds received \| $					$ 594,300
Commissions and other issuance cost \| $					$ 5,700
Remaining number of shares available (in shares)					0
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
Ayar \| Subscription Agreement
Class of Stock [Line Items]
Consideration to be received on agreement \| $								$ 915,000
Number of shares issued (in shares)		85,712,679
Weighted average price (in dollars per share) \| $ / shares		$ 10.68			$ 10.68
Net proceeds received \| $		$ 915,000
Employees
Class of Stock [Line Items]
Shares repurchased (in shares)						712,742
Board of 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]
Number of Public 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
Number of Public 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)	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	187,585,621
Private Placement Warrants to purchase common stock
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	44,350,000
Stock options outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	39,011,116
Restricted stock units outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	40,660,438
Shares available for future grants under equity plans
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	26,826,282
If-converted common shares from convertible note
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	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 issued and outstanding (in shares)	17,250,000
Sponsor earnback warrants issued and outstanding (in shares)	14,783,333
Threshold trading days \| day	40
Threshold consecutive trading days \| day	60
Sponsor earnback shares vested (in shares)	17,250,000
Sponsor earnback warrants vested (in shares)	14,783,333
Tranche 1
Class of Stock [Line Items]
Sponsor earnback shares and warrants, target stock price (in dollars per share) \| $ / shares	$ 20.00
Tranche 2
Class of Stock [Line Items]
Sponsor earnback shares and warrants, target stock price (in dollars per share) \| $ / shares	25.00
Tranche 3
Class of Stock [Line Items]
Sponsor earnback shares and warrants, target stock price (in dollars per share) \| $ / shares	$ 30.00

STOCK-BASED AWARDS - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Balance - beginning of period (in shares)	64,119,902
Options exercised (in shares)	(22,519,879)
Options canceled (in shares)	(2,588,907)
Balance - end of period (in shares)	39,011,116	64,119,902
Weighted Average Exercise Price
Balance - beginning of period (in dollars per share)	$ 1.08
Options exercised (in dollars per share)	0.79
Options canceled (in dollars per share)	1.93
Balance - end of period (in dollars per share)	$ 1.19	$ 1.08
Additional Disclosures
Options outstanding, weighted average remaining contractual term	6 years 6 months 7 days	6 years 7 months 6 days
Options outstanding, intrinsic value	$ 224,721	$ 2,370,666
Options vested and exercisable, number of options (in shares)	29,534,568
Options vested and exercisable, weighted average exercise price (in dollars per share)	$ 1.03
Options vested and exercisable, weighted average remaining contractual term	6 years 1 month 20 days
Options vested and exercisable, intrinsic value	$ 173,872

STOCK-BASED AWARDS - Narrative (Details)		12 Months Ended
STOCK-BASED AWARDS - Narrative (Details)	Dec. 05, 2021 installment shares	Dec. 31, 2022 USD ($) installment shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Jan. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)		187,585,621
Options exercised, aggregate intrinsic value \| $		$ 475,500,000	$ 206,700,000	$ 8,300,000
Fair value of options granted during the period \| $			24,000,000	14,800,000
Fair value of options vested during the period \| $		5,500,000	6,200,000	3,900,000
Stock-based compensation expense \| $		$ 423,500,000	$ 516,757,000	$ 4,614,000
2014 Share Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)					10,526,235
2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		26,826,282
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares withheld for tax withholding obligation (in shares)		9,400,000	0	0
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award expiration period		10 years
Award vesting period		4 years
Unamortized share-based compensation expense \| $		$ 5,900,000
Unamortized share-based compensation, recognition period		1 year 8 months 12 days
Options \| Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Options \| Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Restricted stock units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		21,332,603
Awards vested (in shares)		25,591,267
Stock-based compensation expense \| $			$ 383,200,000
Nonvested awards (in shares)		40,660,438	48,234,611
Time-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Unamortized share-based compensation expense \| $		$ 524,500,000
Unamortized share-based compensation, recognition period		3 years
Granted (in shares)		21,332,603
Fair value of RSU vested during the period \| $		$ 190,900,000	$ 50,500,000	$ 0
Awards vested (in shares)		11,656,996
Nonvested awards (in shares)		38,570,298	32,210,200
Time-Based Shares \| Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		375 days
Vesting percentage		25.00%
Time-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	13,834,748
Number of vesting installments \| installment	16
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0
Fair value of RSU vested during the period \| $		$ 315,300,000	$ 0	$ 0
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]
Award expiration period		5 years
Number of vesting installments \| installment		5
Performance measurement period		6 months
Number of vesting installments with performance conditions met \| installment		4
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 \| $		$ 8,200,000
Unamortized share-based compensation, recognition period		8 months 12 days
Nonvested awards (in shares)		2,090,140
Series E
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $			$ 123,600,000

STOCK-BASED AWARDS - Restricted Stock Award Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Restricted stock units outstanding
Shares
Balance at beginning of period (in shares)	48,234,611
Granted (in shares)	21,332,603
Vested (in shares)	(25,591,267)
Cancelled/forfeited (in shares)	(3,315,509)
Balance at end of period (in shares)	40,660,438
Weighted-Average Grant-Date Fair Value
Balance at beginning of period (in dollars per share) \| $ / shares	$ 20.45
Granted (in dollars per share) \| $ / shares	17.04
Vested (in dollars per share) \| $ / shares	19.56
Cancelled/forfeited (in dollars per share) \| $ / shares	18.52
Balance at end of period (in dollars per share) \| $ / shares	$ 19.38
Time-Based Shares
Shares
Balance at beginning of period (in shares)	32,210,200
Granted (in shares)	21,332,603
Vested (in shares)	(11,656,996)
Cancelled/forfeited (in shares)	(3,315,509)
Balance at end of period (in shares)	38,570,298
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)		12 Months Ended
STOCK-BASED AWARDS - Valuation Assumptions (Details)	Mar. 27, 2021	Dec. 31, 2021	Dec. 31, 2020
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility		48.40%	59.00%
Expected term (in years)		6 years 7 months 6 days	5 years 10 months 24 days
Risk-free interest rate		1.45%	0.75%
Expected dividends		0.00%	0.00%
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility	60.00%
Expected term (in years)	5 years
Risk-free interest rate	0.90%
Expected dividends	0.00%

STOCK-BASED AWARDS - Employee Stock Purchase Plan (Details) - Employee Stock $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) period award_reset $ / shares shares	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consecutive offering period	24 months
Number of purchase periods \| period	4
Purchase period	6 months
Percentage of purchase price of common stock	85.00%
Number of award resets \| award_reset	2
Modification charges	$ 19.9
Share-based compensation expense, number of shares issued (in shares) \| shares	2,106,158	0
Share-based compensation expense, weighted-average price (in dollars per share) \| $ / shares	$ 11.66
Unrecognized share-based compensation expense	$ 41.5
Unamortized share-based compensation, recognition period	1 year 10 months 24 days

STOCK-BASED AWARDS - Share-based Payment Arrangement, Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 423,500	$ 516,757	$ 4,614
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	41,753	8,737	213
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	151,549	137,303	3,724
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 230,198	$ 370,717	$ 677

LEASES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Aug. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Finance lease ROU asset		$ 90,386	$ 10,567
Liabilities finance lease		91,922	10,266
Proceeds from failed sale-leaseback transaction	$ 31,700	31,700	$ 0	$ 0
Lease not yet commenced, undiscounted amount		26,800
Casa Grande, Arizona
Lessee, Lease, Description [Line Items]
Lease term	4 years
Finance lease ROU asset		79,300
Liabilities finance lease		$ 81,100

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 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	$ 215,160	$ 161,974
Other current liabilities	11,269	11,056
Other long-term liabilities	243,843	185,323
Total operating lease liabilities	255,112	196,379
Finance leases:
Total finance lease assets	90,386	10,567
Finance lease liabilities, current portion	10,586	4,183
Finance lease liabilities, net of current portion	81,336	6,083
Total finance lease liabilities	$ 91,922	$ 10,266

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating lease expense:
Operating lease expense	$ 44,617	$ 31,097
Variable lease expense	1,712	2,406
Finance lease expense:
Amortization of leased assets	4,812	3,020
Interest on lease liabilities	2,453	460
Total finance lease expense	7,265	3,480
Total lease expense	$ 53,594	$ 36,983

LEASES - Remaining Terms and Discount Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Weighted-average remaining lease term (in years):
Operating leases	7 years 7 months 6 days	7 years 9 months 18 days
Finance leases	3 years 6 months	2 years 6 months
Weighted-average discount rate:
Operating leases	10.52%	10.98%
Finance leases	5.57%	5.58%

LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 15,482	$ 10,019
Operating cash flows from finance leases (interest payments)	509	460
Financing cash flows from finance leases	4,977	3,088
Leased assets obtained in exchange for new operating lease liabilities	73,502	84,078
Leased assets obtained in exchange for new finance lease liabilities	$ 84,392	$ 9,693

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 38,064
2024	54,504
2025	53,838
2026	50,434
2027	44,039
Thereafter	146,784
Total minimum lease payments	387,663
Less: Interest	(132,551)
Total operating lease liabilities	255,112	$ 196,379
Other current liabilities	(11,269)	(11,056)
Long-term portion of lease obligations	243,843	185,323
Finance Leases
2023	10,937
2024	8,340
2025	6,619
2026	82,488
2027	117
Thereafter	37
Total minimum lease payments	108,538
Less: Interest	(16,616)
Total finance lease liabilities	91,922	10,266
Less: Current portion	(10,586)	(4,183)
Long-term portion of lease obligations	$ 81,336	$ 6,083

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions	May 31, 2022 lawsuit	Apr. 01, 2022 lawsuit	Apr. 18, 2021 lawsuit	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Individual Actions
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit			2
Putative Class Actions
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit	2	2	2
Indemnification Agreement
Loss Contingencies [Line Items]
Estimate of possible loss \| $				$ 52.5	$ 30.4
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Contractual obligation \| $				$ 593.9	$ 286.0

COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Long-Term Purchase Commitment [Line Items]
2023	$ 310,399
2024	327,680
2025	430,036
2026	703,715
2027	703,205
Thereafter	2,709,173
Total	5,184,208
Battery Cells \| Panasonic Energy Co., Ltd. and Certain of Its Affiliates
Long-Term Purchase Commitment [Line Items]
Total	$ 5,000,000

INCOME TAXES - Schedule of Components of Loss Income before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Loss subject to domestic income taxes	$ (1,306,245)	$ (2,580,324)	$ (719,636)
Income subject to foreign income taxes	2,164	612	68
Loss before provision for (benefit from) income taxes	$ (1,304,081)	$ (2,579,712)	$ (719,568)

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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