0001628280-23-016405 | 10-Q | XBRL Viewer

Schedule of Valuation Assumptions

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


	March 31, 2023		December 31, 2022
Fair value of Private Placement Warrants per share	$	4.09	$	3.17

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


	March 31, 2023		December 31, 2022
Volatility	85.00	%	80.00	%
Expected term (in years)	3.3		3.6
Risk-free rate	3.74	%	4.11	%
Dividend yield	—	%	—	%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) obligation	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Revenue, Major Customer [Line Items]
Number of performance obligations \| obligation	2
Basic vehicle warranty term	4 years
Revenue	$ 149,432,000	$ 57,675,000
Vehicle Sales With RVG
Revenue, Major Customer [Line Items]
Revenue	18,700,000	$ 0
Vehicle Sales With OTA and Remarketing
Revenue, Major Customer [Line Items]
Deferred revenue	$ 18,500,000		$ 15,400,000

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Engineering, design, and testing accrual	$ 41,023	$ 28,686
Construction in progress	155,764	167,462
Accrued purchases	228,112	157,162
Retail leasehold improvements accrual	19,224	9,099
Other professional services accrual	34,870	34,951
Tooling liability	17,532	21,714
Short-term borrowings	9,595	9,595
Operating lease liabilities, current portion	15,753	11,269
Reserve for loss on firm commitments	71,797	22,640
Accrued warranty liability	10,813	10,464
Other current liabilities	169,625	161,525
Total Other current liabilities	$ 774,108	$ 634,567

BALANCE SHEETS COMPONENTS - Construction in Progress (Details) $ in Thousands, ر.س in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 SAR (ر.س)
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	$ 1,175,910	1,077,179
Machinery and tooling
Property, Plant and Equipment [Line Items]
Total construction in progress	628,358	515,662
Construction of AMP-1 and AMP-2
Property, Plant and Equipment [Line Items]
Total construction in progress	518,169	526,720
AMP-2 \| MISA \| Government Grant \| Affiliated Entity
Property, Plant and Equipment [Line Items]
Related party transaction, amount of transaction	(50,800)	(33,300)
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total construction in progress	$ 29,383	$ 34,797

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	(0.00%)	(0.40%)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 02, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39408
Entity Registrant Name	Lucid Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0891392
Entity Address, Address Line One	7373 Gateway Boulevard
Entity Address, City or Town	Newark
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94560
City Area Code	510
Local Phone Number	648-3553
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	LCID
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,834,247,969
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Central Index Key	0001811210
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 149,432	$ 57,675
Costs and expenses
Cost of revenue	500,524	245,970
Research and development	229,803	186,076
Selling, general and administrative	168,770	223,159
Restructuring charges	22,496	0
Total cost and expenses	921,593	655,205
Loss from operations	(772,161)	(597,530)
Other income (expense), net
Interest income	40,005	0
Interest expense	(7,108)	(7,719)
Other income, net	667	956
Total other income (expense), net	(7,238)	516,567
Loss before provision for income taxes	(779,399)	(80,963)
Provision for income taxes	129	323
Net loss	(779,528)	(81,286)
Net loss attributable to common stockholders, basic	(779,528)	(81,286)
Change in fair value of dilutive warrants	0	(523,330)
Net loss attributable to common stockholders, diluted	$ (779,528)	$ (604,616)
Weighted average shares outstanding attributable to common stockholders
Basic (in shares)	1,831,725,009	1,654,322,379
Diluted (in shares)	1,831,725,009	1,681,545,859
Net loss per share attributable to common stockholders
Basic (in dollars per share)	$ (0.43)	$ (0.05)
Diluted (in dollars per share)	$ (0.43)	$ (0.36)
Other comprehensive income
Net unrealized gains on investments, net of tax	$ 4,035	$ 0
Comprehensive loss attributable to common stockholders	(775,493)	(81,286)
Change in fair value of common stock warrant liability
Other income (expense), net
Change in fair value of common stock warrant liability	$ (40,802)	$ 523,330

NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (779,528)	$ (81,286)
Change in fair value of dilutive warrants	0	(523,330)
Net loss attributable to common stockholders, diluted	$ (779,528)	$ (604,616)
Weighted average shares outstanding - basic (in shares)	1,831,725,009	1,654,322,379
Private Placement Warrants using the treasury stock method (in shares)	0	27,223,480
Weighted average shares outstanding - diluted (in shares)	1,831,725,009	1,681,545,859
Net loss per share - basic (in dollars per share)	$ (0.43)	$ (0.05)
Net loss per share - diluted (in dollars per share)	$ (0.43)	$ (0.36)

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

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

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

+ References + Details

COMMON STOCK WARRANT LIABILITY - Narrative (Details) - Private Placement Warrants to purchase common stock - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jul. 23, 2021
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	$ 181.4		$ 140.6	$ 812.0
Recognized gain (loss) from change in fair value of warrant liability	$ (40.8)	$ 523.3

LEASES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Aug. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Finance lease ROU asset		$ 88,982	$ 90,386
Liabilities finance lease		89,084	91,922
Proceeds from failed sale leaseback transaction	$ 31,700
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	79,300
Liabilities finance lease		$ 74,700	$ 81,100

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Common Stock Reserved for Future Issuance

The Company’s common stock reserved for future issuances as of March 31, 2023 was as follows:


			March 31, 2023
Private Placement Warrants to purchase common stock			44,350,000
Stock options outstanding			36,450,296
Restricted stock units outstanding			46,154,593
Shares available for future grants under equity plans			19,807,360
If-converted common shares from convertible note			36,737,785
Total shares of common stock reserved			183,500,034

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]

DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument, Redemption [Line Items]
Principal Amount	$ 2,012.5	$ 2,012.5
Unamortized Debt Discounts and Issuance Costs	(19.4)	(20.7)
Net Carrying Amount	1,993.1	1,991.8
Level 2:
Debt Instrument, Redemption [Line Items]
Fair Value (Level 2)	$ 1,142.1	$ 1,041.5

BALANCE SHEETS COMPONENTS - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 562,444	$ 464,731
Work in progress	44,023	34,311
Finished goods	411,103	335,359
Total Inventory	$ 1,017,570	$ 834,401

STOCK-BASED AWARDS - Employee Stock Purchase Plan (Details) - Employee Stock $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) period
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%
Unrecognized share-based compensation expense \| $	$ 33.3
Unamortized share-based compensation, recognition period	1 year 8 months 12 days

NET LOSS PER SHARE - Narrative (Details) - shares	3 Months Ended
NET LOSS PER SHARE - Narrative (Details) - shares	Mar. 31, 2023	Mar. 31, 2022
Restricted stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of underlying shares contingently issuable (in shares)	2,090,140	2,090,140

STOCK-BASED AWARDS

3 Months Ended

Mar. 31, 2023

STOCK-BASED AWARDS

Stock Options

A summary of stock option activity for the three months ended March 31, 2023 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, 2022	39,011,116	$	1.19	6.52	$	224,721
Options exercised	(2,200,365)	1.00
Options canceled	(360,455)	2.90
Balance as of March 31, 2023	36,450,296	$	1.19	6.27	$	253,828
Options vested and exercisable as of March 31, 2023	29,237,493	$	1.03	5.96	$	206,986

As of March 31, 2023, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $4.7 million, which is expected to be recognized over a weighted-average period of 1.4 years.

Restricted Stock Units (“RSUs”)

A summary of RSUs activity for the three months ended March 31, 2023 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, 2022	38,570,298	2,090,140	40,660,438	$	19.38
Granted	9,280,865	—	9,280,865	8.42
Vested	(2,601,943)	—	(2,601,943)	22.09
Cancelled/Forfeited	(1,184,767)	—	(1,184,767)	18.64
Balance as of March 31, 2023	44,064,453	2,090,140	46,154,593	$	17.04

As of March 31, 2023, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $525.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.

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


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

The Company recognizes compensation expense 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. As of March 31, 2023, the unamortized expense for the fifth tranche, representing 2,090,140 RSUs, was $5.4 million which will be recognized over a period of 0.5 years. For the three months ended March 31, 2023 and 2022, the Company withheld approximately 0.5 million and 8.0 million shares, respectively, of common stock by net settlement to meet the related tax withholding requirements related to the CEO time-based and performance-based RSUs.

Employee Stock Purchase Plan (“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. As of March 31, 2023, unrecognized stock-based compensation cost related to the ESPP was $33.3 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock-Based Compensation Expense

Total employee and nonemployee stock-based compensation expense for the three months ended March 31, 2023 and 2022, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	574	$	8,599
Research and development	27,983		49,756
Selling, general and administrative	26,705		116,196
Restructuring charges	(1,443)		—
Total	$	53,819	$	174,551

STOCK-BASED AWARDS - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Options
Balance - beginning of period (in shares)	39,011,116
Options exercised (in shares)	(2,200,365)
Options canceled (in shares)	(360,455)
Balance - end of period (in shares)	36,450,296	39,011,116
Options vested and exercisable, number of options (in shares)	29,237,493
Weighted Average Exercise Price
Balance - beginning of period (in dollars per share)	$ 1.19
Options exercised (in dollars per share)	1.00
Options canceled (in dollars per share)	2.90
Balance - end of period (in dollars per share)	1.19	$ 1.19
Options vested and exercisable, weighted average exercise price (in dollars per share)	$ 1.03
Additional Disclosures
Options outstanding, weighted average remaining contractual term	6 years 3 months 7 days	6 years 6 months 7 days
Options vested and exercisable, weighted average remaining contractual term	5 years 11 months 15 days
Options outstanding, intrinsic value	$ 253,828	$ 224,721
Options vested and exercisable, intrinsic value	$ 206,986

STOCK-BASED AWARDS - Share-based Payment Arrangement, Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 53,819	$ 174,551
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	574	8,599
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	27,983	49,756
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	26,705	116,196
Restructuring charges
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ (1,443)	$ 0

RESTRUCTURING (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Liabilities

A summary of restructuring liabilities associated with the Restructuring Plan was as follows (in thousands):


	Three Months Ended March 31, 2023
Restructuring liabilities - beginning of period	$	—
Restructuring charges excluding non-cash items(1)	23,939
Restructuring liabilities - end of period	$	23,939

(1) Excluded non-cash items of $1.4 million, which was net of accelerated stock-based compensation expense of $3.4 million and a reversal of $4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Cash

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


	March 31, 2023		December 31, 2022		March 31, 2022		December 31, 2021
Cash and cash equivalents	$	900,038	$	1,735,765	$	5,391,844	$	6,262,905
Restricted cash included in Other current assets	1,557		1,555		13,312		10,740
Restricted cash included in Other noncurrent assets	—		—		25,832		24,375
Total cash, cash equivalents, and restricted cash	$	901,595	$	1,737,320	$	5,430,988	$	6,298,020

Schedule of Restricted Cash

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


	March 31, 2023		December 31, 2022		March 31, 2022		December 31, 2021
Cash and cash equivalents	$	900,038	$	1,735,765	$	5,391,844	$	6,262,905
Restricted cash included in Other current assets	1,557		1,555		13,312		10,740
Restricted cash included in Other noncurrent assets	—		—		25,832		24,375
Total cash, cash equivalents, and restricted cash	$	901,595	$	1,737,320	$	5,430,988	$	6,298,020

BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment	$ 2,646,770	$ 2,439,866
Less accumulated depreciation and amortization	(323,886)	(273,090)
Property, plant and equipment, net	2,322,884	2,166,776
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	64,677	64,677
Building and improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	250,403	197,406
Machinery, Tooling and Vehicles
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	765,968	743,006
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	61,763	48,899
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	199,307	182,904
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	30,750	27,803
Finance leases
Property, Plant and Equipment [Line Items]
Finance leases	97,992	97,992
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 1,175,910	$ 1,077,179

COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details) - Level 3	Mar. 31, 2023	Dec. 31, 2022
Volatility
Class of Warrant or Right [Line Items]
Warrant measurement input	0.8500	0.8000
Expected term (in years)
Class of Warrant or Right [Line Items]
Expected term (in years)	3 years 3 months 18 days	3 years 7 months 6 days
Risk-free rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0.0374	0.0411
Expected dividend rate
Class of Warrant or Right [Line Items]
Warrant measurement input	0	0

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of March 31, 2023 and December 31, 2022, the Company had $534.0 million and $593.9 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 March 31, 2023 and December 31, 2022.

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 March 31, 2023 were as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment(1)
2023 (remainder of the year)	$	138,209
2024	372,242
2025	431,710
2026	703,715
2027	703,205
Thereafter	2,709,174
Total	$	5,058,255

(1) Included minimum purchase commitment of approximately $4.9 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 the Lucid Air and related matters. The Complaint seeks certification of the action as a class action as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The Company moved to dismiss the Complaint on February 14, 2022 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 pending before the court. 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 related to the business combination between the Company (f/k/a Churchill Capital Corp IV) and Legacy Lucid and certain projections and statements. The Company responded and fully cooperated with the SEC in its review. On April 27, 2023, SEC staff informed the Company that the SEC has concluded this matter and it does not intend to recommend an enforcement action by the SEC against the Company.

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 filed a Motion to Dismiss on February 23, 2023, which is pending before the court. 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, officers, and certain key employees 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, utilities infrastructure and other agreements that require securitization. The indemnification obligations were $54.1 million and $52.5 million as of March 31, 2023 and December 31, 2022, respectively, for which no liabilities are recorded on the condensed consolidated balance sheets.

LEASES

3 Months Ended

Mar. 31, 2023

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.

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 classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of March 31, 2023 and December 31, 2022, assets associated with the finance lease were $79.3 million. As of March 31, 2023 and December 31, 2022, liabilities associated with the finance lease were $74.7 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 condensed consolidated balance sheets as of March 31, 2023 and 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 condensed consolidated balance sheets (in thousands):


	March 31, 2023		December 31, 2022
Operating leases:
Operating lease right-of-use assets	$	213,193	$	215,160

Other current liabilities	$	15,753	$	11,269
Other long-term liabilities	239,588		243,843
Total operating lease liabilities	$	255,341	$	255,112

Finance leases:
Property, plant and equipment, net	$	88,982	$	90,386
Total finance lease assets	$	88,982	$	90,386

Finance lease liabilities, current portion	$	10,239	$	10,586
Finance lease liabilities, net of current portion	78,845		81,336
Total finance lease liabilities	$	89,084	$	91,922

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


	Three Months Ended March 31,
	2023		2022
Operating lease expense:
Operating lease expense(1)	$	12,815	$	9,578
Variable lease expense	445		778

Finance lease expense:
Amortization of leased assets	$	1,405	$	1,096
Interest on lease liabilities	1,244		145
Total finance lease expense	$	2,649	$	1,241
Total lease expense	$	15,909	$	11,597

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

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


	March 31, 2023		December 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	7.4		7.6
Finance leases	3.2		3.5

Weighted-average discount rate:
Operating leases	10.55	%	10.52	%
Finance leases	5.57	%	5.57	%

As of March 31, 2023, 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 (remainder of the year)	$	28,270	$	6,856
2024	55,896		8,340
2025	55,269		6,619
2026	51,765		82,488
2027	43,935		117
Thereafter	146,868		37
Total minimum lease payments	382,003		104,457
Less: Interest	(126,662)		(15,373)
Present value of lease obligations	255,341		89,084
Less: Current portion	(15,753)		(10,239)
Long-term portion of lease obligations	$	239,588	$	78,845

As of March 31, 2023, 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 condensed consolidated balance sheets (in thousands):


	March 31, 2023		December 31, 2022
Operating leases:
Operating lease right-of-use assets	$	213,193	$	215,160

Other current liabilities	$	15,753	$	11,269
Other long-term liabilities	239,588		243,843
Total operating lease liabilities	$	255,341	$	255,112

Finance leases:
Property, plant and equipment, net	$	88,982	$	90,386
Total finance lease assets	$	88,982	$	90,386

Finance lease liabilities, current portion	$	10,239	$	10,586
Finance lease liabilities, net of current portion	78,845		81,336
Total finance lease liabilities	$	89,084	$	91,922

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


	Three Months Ended March 31,
	2023		2022
Operating lease expense:
Operating lease expense(1)	$	12,815	$	9,578
Variable lease expense	445		778

Finance lease expense:
Amortization of leased assets	$	1,405	$	1,096
Interest on lease liabilities	1,244		145
Total finance lease expense	$	2,649	$	1,241
Total lease expense	$	15,909	$	11,597

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

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


	March 31, 2023		December 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	7.4		7.6
Finance leases	3.2		3.5

Weighted-average discount rate:
Operating leases	10.55	%	10.52	%
Finance leases	5.57	%	5.57	%

As of March 31, 2023, 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 (remainder of the year)	$	28,270	$	6,856
2024	55,896		8,340
2025	55,269		6,619
2026	51,765		82,488
2027	43,935		117
Thereafter	146,868		37
Total minimum lease payments	382,003		104,457
Less: Interest	(126,662)		(15,373)
Present value of lease obligations	255,341		89,084
Less: Current portion	(15,753)		(10,239)
Long-term portion of lease obligations	$	239,588	$	78,845

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2023
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. Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity The Company devotes its efforts to business planning, selling and servicing of vehicles, research and development, construction and expansion of manufacturing facilities, expansion of retail studios and service center capacities, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through March 31, 2023, the Company had incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2023 and 2022, the Company has incurred net losses of $779.5 million and $81.3 million, respectively. The Company had an accumulated deficit of $8.1 billion as of March 31, 2023. In 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, the 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, which is above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash, 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 principal amount of $2,012.5 million of 1.25% convertible senior notes due in December 2026. In 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, 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 and revolving credit facilities (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.1 million. The GIB Facility Agreement provided for two committed revolving credit facilities, of which $173.0 million was available as a bridge financing (the “Bridge Facility”) and $93.1 million was for general corporate purposes (the “Working Capital Facility”). In March 2023, the Company amended the GIB Facility Agreement (together with the GIB Facility Agreement, the “Amended GIB Facility Agreement”) to combine the Bridge Facility and the Working Capital Facility into a committed $266.4 million revolving credit facility (the “GIB Credit Facility”), which will bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. 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 8 “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) 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 employees. 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 business operations. 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, government closures of banks and liquidity concerns at other financial institutions, 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 Part II, Item 1A of this Quarterly Report on Form 10-Q (the “Quarterly Report”) for more information regarding risks associated with a global economic recession, including under the caption “A global economic recession, government closures of banks and liquidity concerns at other financial institutions, 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. 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 Part II, Item 1A of this Quarterly 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.”

STOCK-BASED AWARDS (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity for the three months ended March 31, 2023 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, 2022	39,011,116	$	1.19	6.52	$	224,721
Options exercised	(2,200,365)	1.00
Options canceled	(360,455)	2.90
Balance as of March 31, 2023	36,450,296	$	1.19	6.27	$	253,828
Options vested and exercisable as of March 31, 2023	29,237,493	$	1.03	5.96	$	206,986

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSUs activity for the three months ended March 31, 2023 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, 2022	38,570,298	2,090,140	40,660,438	$	19.38
Granted	9,280,865	—	9,280,865	8.42
Vested	(2,601,943)	—	(2,601,943)	22.09
Cancelled/Forfeited	(1,184,767)	—	(1,184,767)	18.64
Balance as of March 31, 2023	44,064,453	2,090,140	46,154,593	$	17.04

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


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	574	$	8,599
Research and development	27,983		49,756
Selling, general and administrative	26,705		116,196
Restructuring charges	(1,443)		—
Total	$	53,819	$	174,551

STOCK-BASED AWARDS - Narrative (Details) $ in Thousands	3 Months Ended		12 Months Ended
STOCK-BASED AWARDS - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) installment shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $	$ 53,819	$ 174,551
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares withheld for tax withholding obligation (in shares)	500,000	8,000,000
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $	$ 4,700
Unamortized share-based compensation, recognition period	1 year 4 months 24 days
Time-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense \| $	$ 525,600
Unamortized share-based compensation, recognition period	2 years 9 months 18 days
Awards vested (in shares)	2,601,943
Nonvested awards (in shares)	44,064,453		38,570,298
Performance-Based Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vested (in shares)	0
Nonvested awards (in shares)	2,090,140		2,090,140
Performance-Based Shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vesting installments with performance conditions met \| installment			4
Number of vesting installments \| installment			5
Awards vested (in shares)			13,934,271
Stock-based compensation expense \| $			$ 85,400
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 \| $	$ 5,400
Unamortized share-based compensation, recognition period	6 months
Nonvested awards (in shares)	2,090,140

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

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


	Three Months Ended March 31,
	2023		2022
Net loss attributable to common stockholders, basic	$	(779,528)	$	(81,286)
Change in fair value of dilutive warrants	—		(523,330)
Net loss attributable to common stockholders, diluted	$	(779,528)	$	(604,616)

Weighted-average shares outstanding, basic	1,831,725,009		1,654,322,379
Private Placement Warrants using the treasury stock method	—		27,223,480
Weighted-average shares outstanding, diluted	1,831,725,009		1,681,545,859

Net loss per share:
Basic	$	(0.43)	$	(0.05)
Diluted	$	(0.43)	$	(0.36)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	March 31,
Excluded Securities	2023	2022
Private Placement Warrants to purchase common stock	44,350,000	—
Options outstanding to purchase common stock	36,450,296	50,700,238
RSUs outstanding	44,064,453	34,235,618
Employee stock purchase plan	10,251,959	—
If-converted common shares from convertible note	36,737,785	36,737,785
Total	171,854,493	121,673,641

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
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	$ 213,193	$ 215,160
Other current liabilities	15,753	11,269
Other long-term liabilities	239,588	243,843
Total operating lease liabilities	255,341	255,112
Finance leases:
Total finance lease assets	88,982	90,386
Finance lease liabilities, current portion	10,239	10,586
Finance lease liabilities, net of current portion	78,845	81,336
Total finance lease liabilities	$ 89,084	$ 91,922

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Operating lease expense:
Operating lease expense	$ 12,815	$ 9,578
Variable lease expense	445	778
Finance lease expense:
Amortization of leased assets	1,405	1,096
Interest on lease liabilities	1,244	145
Total finance lease expense	2,649	1,241
Total lease expense	$ 15,909	$ 11,597

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 900,038	$ 1,735,765	$ 5,391,844	$ 6,262,905
Restricted cash included in Other current assets	1,557	1,555	13,312	10,740
Restricted cash included in Other noncurrent assets	0	0	25,832	24,375
Total cash, cash equivalents, and restricted cash	$ 901,595	$ 1,737,320	$ 5,430,988	$ 6,298,020

BALANCE SHEETS COMPONENTS

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEETS COMPONENTS

Inventory

Inventory as of March 31, 2023 and December 31, 2022 was as follows (in thousands):


	March 31, 2023		December 31, 2022
Raw materials	$	562,444	$	464,731
Work in progress	44,023		34,311
Finished goods	411,103		335,359
Total Inventory	$	1,017,570	$	834,401

Inventory 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 three months ended March 31, 2023 and 2022, the Company recorded write-downs of $227.0 million and $96.4 million, respectively, to reduce our inventories to their net realizable values, for any excess or obsolete inventories, and losses from firm purchase commitments.

Property, plant and equipment, net

Property, plant and equipment, net as of March 31, 2023 and December 31, 2022 was as follows (in thousands):


	March 31, 2023		December 31, 2022
Land and land improvements	$	64,677	$	64,677
Building and improvements	250,403		197,406
Machinery, Tooling and Vehicles	765,968		743,006
Computer equipment and software	61,763		48,899
Leasehold improvements	199,307		182,904
Furniture and fixtures	30,750		27,803
Finance leases	97,992		97,992
Construction in progress	1,175,910		1,077,179
Total Property, plant and equipment	2,646,770		2,439,866
Less accumulated depreciation and amortization	(323,886)		(273,090)
Property, plant and equipment, net	$	2,322,884	$	2,166,776

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, installation of 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 asset is completed and is ready for its intended use. Construction in progress consisted of the following (in thousands):


	March 31, 2023		December 31, 2022
Machinery and tooling(1)	$	628,358	$	515,662
Construction of AMP-1 and AMP-2(1)	518,169		526,720
Leasehold improvements	29,383		34,797
Total construction in progress	$	1,175,910	$	1,077,179

(1) As of March 31, 2023 and December 31, 2022, $50.8 million and $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, respectively. See Note 15 “Related Party Transactions” for more information.

Depreciation and amortization expense was $49.8 million and $38.2 million for the three months ended March 31, 2023 and 2022, respectively. The amount of interest capitalized on construction in progress related to significant capital asset construction was $1.8 million and nil for the three months ended March 31, 2023 and 2022, respectively.

Other current liabilities

Other current liabilities as of March 31, 2023 and December 31, 2022 were as follows (in thousands):


	March 31, 2023		December 31, 2022
Engineering, design, and testing accrual	$	41,023	$	28,686
Construction in progress	155,764		167,462
Accrued purchases(1)	228,112		157,162
Retail leasehold improvements accrual	19,224		9,099
Other professional services accrual	34,870		34,951
Tooling liability	17,532		21,714
Short-term borrowings	9,595		9,595
Operating lease liabilities, current portion	15,753		11,269
Reserve for loss on firm commitments(2)	71,797		22,640
Accrued warranty liability	10,813		10,464
Other current liabilities	169,625		161,525
Total Other current liabilities	$	774,108	$	634,567

(1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced.

(2) Primarily represent reserve for losses on firm inventory purchase commitments.

Other long-term liabilities

Other long-term liabilities as of March 31, 2023 and December 31, 2022 were as follows (in thousands):


	March 31, 2023		December 31, 2022
Operating lease liabilities, net of current portion	$	239,588	$	243,843
Other long-term liabilities(1)	121,182		134,369
Total Other long-term liabilities	$	360,770	$	378,212

(1) As of March 31, 2023 and December 31, 2022, $46.5 million and $64.0 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities, respectively. See Note 15 “Related Party Transactions” for more information.

Accrued warranty

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


	Three Months Ended March 31, 2023
Accrued warranty - beginning of period	$	22,949
Warranty costs incurred	(8,260)
Provision for warranty(1)	11,186
Accrued warranty - end of period(2)	$	25,875

(1) Accrued warranty balance as of March 31, 2023 included estimated costs related to the recalls identified.

(2) Accrued warranty balance of $10.8 million and $15.1 million were recorded within other current liabilities and other long-term liabilities, respectively, on our condensed consolidated balance sheet as of March 31, 2023.

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Reconciliation of Level 3 Liabilities (Details) - Common Stock Warrant Liability - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Level 3 Liabilities [Roll Forward]
Fair value-beginning of period	$ 140,590	$ 1,394,808
Change in fair value	40,802	(523,330)
Fair value-end of period	$ 181,392	$ 871,478

COMMON STOCK WARRANT LIABILITY - Fair Value of Private Warrants (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Private Placement Warrants, Non-Contingent
Class of Warrant or Right [Line Items]
Fair value of warrants (in dollars per share)	$ 4.09	$ 3.17

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	$ 900,038	$ 1,735,765
Short-term investments	2,078,377	2,177,231
Long-term investments	441,727	529,974
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, amortized cost	900,038	1,735,765
Gross Unrealized Gains	1,192	535
Gross Unrealized Losses	(8,729)	(12,107)
Short-term investments	2,078,377	2,177,231
Long-term investments	441,727	529,974
Total assets measured at fair value, amortized cost	3,427,679	4,454,542
Total assets measured at fair value, fair value	3,420,142	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	356,602	321,667
Cash, estimated fair value	356,602	321,667
Short-term investments	0	0
Long-term investments	0	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	494,618	1,377,540
Amortized cost	2,201,906	3,238,989
Gross Unrealized Gains	546	151
Gross Unrealized Losses	(6,193)	(9,431)
Estimated Fair Value	2,196,259	3,229,709
Short-term investments	1,443,875	1,570,591
Long-term investments	257,766	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	48,818	36,558
Amortized cost	869,171	893,886
Gross Unrealized Gains	646	384
Gross Unrealized Losses	(2,536)	(2,676)
Estimated Fair Value	867,281	891,594
Short-term investments	634,502	606,640
Long-term investments	183,961	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	434,842	1,377,540
Amortized cost	434,842	1,377,540
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	434,842	1,377,540
Short-term investments	0	0
Long-term investments	0	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	59,776	0
Amortized cost	1,767,064	1,861,449
Gross Unrealized Gains	546	151
Gross Unrealized Losses	(6,193)	(9,431)
Estimated Fair Value	1,761,417	1,852,169
Short-term investments	1,443,875	1,570,591
Long-term investments	257,766	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	0
Amortized cost	53,852	43,477
Gross Unrealized Gains	24	46
Gross Unrealized Losses	(74)	(18)
Estimated Fair Value	53,802	43,505
Short-term investments	53,802	43,505
Long-term investments	0	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	0
Amortized cost	110,152	174,037
Gross Unrealized Gains	54	67
Gross Unrealized Losses	(55)	(132)
Estimated Fair Value	110,151	173,972
Short-term investments	110,151	173,972
Long-term investments	0	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	11,987	19,761
Amortized cost	286,565	238,224
Gross Unrealized Gains	23	63
Gross Unrealized Losses	(91)	(122)
Estimated Fair Value	286,497	238,165
Short-term investments	274,510	218,404
Long-term investments	0	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	36,831	16,797
Amortized cost	418,602	438,148
Gross Unrealized Gains	545	208
Gross Unrealized Losses	(2,316)	(2,404)
Estimated Fair Value	416,831	435,952
Short-term investments	196,039	170,759
Long-term investments	$ 183,961	$ 248,396

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		1,647,555,590
Beginning balance at Dec. 31, 2021	$ 3,909,355	$ 165	$ 9,995,778	$ (20,716)	$ 0	$ (6,065,872)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(81,286)					(81,286)
Net unrealized gains on investments, net of tax	0
Tax withholding payments for net settlement of employee awards	(182,265)		(182,265)
Issuance of common stock upon vesting of employee RSUs (in shares)		7,081,008
Issuance of common stock upon vesting of employee RSUs	0	$ 1	(1)
Issuance of common stock upon exercise of stock options (in shares)		12,103,110
Issuance of common stock upon exercise of stock options	9,114	$ 1	9,113
Stock-based compensation	174,551		174,551
Ending balance (in shares) at Mar. 31, 2022		1,666,739,708
Ending balance at Mar. 31, 2022	$ 3,829,469	$ 167	9,997,176	(20,716)	0	(6,147,158)
Beginning balance (in shares) at Dec. 31, 2022	1,829,314,736	1,829,314,736
Beginning balance at Dec. 31, 2022	$ 4,349,701	$ 183	11,752,138	(20,716)	(11,572)	(7,370,332)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(779,528)					(779,528)
Net unrealized gains on investments, net of tax	4,035				4,035
Tax withholding payments for net settlement of employee awards	(6,499)		(6,499)
Issuance of common stock upon vesting of employee RSUs (in shares)		1,870,073
Issuance of common stock upon vesting of employee RSUs	$ 0
Issuance of common stock upon exercise of stock options (in shares)	2,200,365	2,200,365
Issuance of common stock upon exercise of stock options	$ 2,181		2,181
Stock-based compensation	$ 61,961		61,961
Ending balance (in shares) at Mar. 31, 2023	1,833,385,174	1,833,385,174
Ending balance at Mar. 31, 2023	$ 3,631,851	$ 183	$ 11,809,781	$ (20,716)	$ (7,537)	$ (8,149,860)

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2023
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. No expenses were incurred under the agreement during the three months ended March 31, 2023 and 2022, respectively. The amount due from PIF was nil and $1 million as of March 31, 2023 and December 31, 2022, 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. The right-of-use assets related to this lease was $4.8 million as of March 31, 2023 and December 31, 2022. The lease liabilities were $5.5 million and $5.4 million as of March 31, 2022 and December 31, 2022, respectively. The lease expense recorded for the three months ended March 31, 2023 and 2022 were 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. In 2022, the Company received support of SAR 366 million (approximately $97.3 million) in cash. The Company recorded $46.5 million and $64.0 million as deferred liability within other long-term liabilities on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. The Company also recorded $50.8 million and $33.3 million as a deduction in calculating the carrying amount of the related assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. There were no unfulfilled conditions and contingencies attached to the payments received. In 2022, payment receipts were classified as investing cash inflows on the condensed 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 provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). On March 12, 2023, Lucid LLC entered into an amendment of the GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.4 million) GIB Credit Facility which may be used for general corporate purposes. 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 62.1 million (approximately $16.6 million) for the three months ended March 31, 2023, and not material for the three months ended March 31, 2022. Amounts due to Al Bawani under these agreements were SAR 21.2 million (approximately $5.6 million) as of March 31, 2023, and SAR 42.1 million (approximately $11.2 million) as of December 31, 2022, respectively. 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 8 “Stockholders’ Equity” for more information.

COMMON STOCK WARRANT LIABILITY

3 Months Ended

Mar. 31, 2023

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 $140.6 million as of December 31, 2022. The Private Placement Warrants remained unexercised and were remeasured to fair value of $181.4 million as of March 31, 2023. The Company recognized a loss of $40.8 million and a gain of $523.3 million for the three months ended March 31, 2023 and 2022, respectively, in the condensed consolidated statements of operations and comprehensive loss.

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


	March 31, 2023		December 31, 2022
Fair value of Private Placement Warrants per share	$	4.09	$	3.17

Assumptions used in the 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 Black-Scholes option pricing models were as follows:


	March 31, 2023		December 31, 2022
Volatility	85.00	%	80.00	%
Expected term (in years)	3.3		3.6
Risk-free rate	3.74	%	4.11	%
Dividend yield	—	%	—	%

BALANCE SHEETS COMPONENTS (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory

Inventory as of March 31, 2023 and December 31, 2022 was as follows (in thousands):


	March 31, 2023		December 31, 2022
Raw materials	$	562,444	$	464,731
Work in progress	44,023		34,311
Finished goods	411,103		335,359
Total Inventory	$	1,017,570	$	834,401

Schedule of Property, Plant and Equipment and Construction in Progress

Property, plant and equipment, net as of March 31, 2023 and December 31, 2022 was as follows (in thousands):


	March 31, 2023		December 31, 2022
Land and land improvements	$	64,677	$	64,677
Building and improvements	250,403		197,406
Machinery, Tooling and Vehicles	765,968		743,006
Computer equipment and software	61,763		48,899
Leasehold improvements	199,307		182,904
Furniture and fixtures	30,750		27,803
Finance leases	97,992		97,992
Construction in progress	1,175,910		1,077,179
Total Property, plant and equipment	2,646,770		2,439,866
Less accumulated depreciation and amortization	(323,886)		(273,090)
Property, plant and equipment, net	$	2,322,884	$	2,166,776

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


	March 31, 2023		December 31, 2022
Machinery and tooling(1)	$	628,358	$	515,662
Construction of AMP-1 and AMP-2(1)	518,169		526,720
Leasehold improvements	29,383		34,797
Total construction in progress	$	1,175,910	$	1,077,179

Schedule of Other Current Liabilities

Other current liabilities as of March 31, 2023 and December 31, 2022 were as follows (in thousands):


	March 31, 2023		December 31, 2022
Engineering, design, and testing accrual	$	41,023	$	28,686
Construction in progress	155,764		167,462
Accrued purchases(1)	228,112		157,162
Retail leasehold improvements accrual	19,224		9,099
Other professional services accrual	34,870		34,951
Tooling liability	17,532		21,714
Short-term borrowings	9,595		9,595
Operating lease liabilities, current portion	15,753		11,269
Reserve for loss on firm commitments(2)	71,797		22,640
Accrued warranty liability	10,813		10,464
Other current liabilities	169,625		161,525
Total Other current liabilities	$	774,108	$	634,567

(1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced.

(2) Primarily represent reserve for losses on firm inventory purchase commitments.

Schedule of Other Noncurrent Liabilities

Other long-term liabilities as of March 31, 2023 and December 31, 2022 were as follows (in thousands):


	March 31, 2023		December 31, 2022
Operating lease liabilities, net of current portion	$	239,588	$	243,843
Other long-term liabilities(1)	121,182		134,369
Total Other long-term liabilities	$	360,770	$	378,212

Schedule of Accrued Warranty Liability

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


	Three Months Ended March 31, 2023
Accrued warranty - beginning of period	$	22,949
Warranty costs incurred	(8,260)
Provision for warranty(1)	11,186
Accrued warranty - end of period(2)	$	25,875

(1) Accrued warranty balance as of March 31, 2023 included estimated costs related to the recalls identified.

RELATED PARTY TRANSACTIONS (Details)	1 Months Ended			3 Months Ended			12 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Dec. 31, 2022 USD ($) facility $ / shares shares	Feb. 28, 2022 USD ($)	Jul. 31, 2021	Mar. 31, 2023 USD ($)	Mar. 31, 2023 SAR (ر.س)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) facility $ / shares	Dec. 31, 2022 SAR (ر.س)	Mar. 31, 2023 SAR (ر.س)	Mar. 12, 2023 USD ($)	Dec. 31, 2022 SAR (ر.س) facility	Nov. 08, 2022 USD ($)	Apr. 30, 2022 USD ($) facility	Apr. 30, 2022 SAR (ر.س) facility	Apr. 29, 2022 USD ($) facility	Apr. 29, 2022 SAR (ر.س) facility	Feb. 28, 2022 SAR (ر.س)	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)
Related Party Transaction [Line Items]
Right-of-use assets	$ 215,160,000			$ 213,193,000			$ 215,160,000
Operating lease, liability	$ 255,112,000			255,341,000			$ 255,112,000
Ayar \| Subscription Agreement
Related Party Transaction [Line Items]
Consideration to be received on agreement												$ 915,000,000
Number of shares issued (in shares) \| shares	85,712,679
Weighted average price (in dollars per share) \| $ / shares	$ 10.68						$ 10.68
Net proceeds received	$ 915,000,000
SIDF
Related Party Transaction [Line Items]
Principal 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
Related Party Transaction [Line Items]
Number of facilities \| facility	2						2				2				2	2
Maximum borrowing capacity	$ 266,100,000			266,400,000			$ 266,100,000			$ 266,400,000					$ 266,100,000	ر.س 1,000,000,000
Affiliated Entity
Related Party Transaction [Line Items]
Related party transaction, internship duration			6 months
Affiliated Entity \| Public Investment Fund Internship Agreement
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions				0		$ 0
Due from related party	1,000,000			0			1,000,000
Affiliated Entity \| SIDF Loan Agreement \| SIDF
Related Party Transaction [Line Items]
Principal Amount		$ 1,400,000,000															ر.س 5,190,000,000
Affiliated Entity \| MISA Agreement - AMP-2 \| MISA
Related Party Transaction [Line Items]
Period for suspension of funding, operation commencement		30 months
Period for suspension of funding, attainment of agreed scope of operations		55 months
Affiliated Entity \| Government Grant \| MISA
Related Party Transaction [Line Items]
Related party transaction, amount of transaction							97,300,000	ر.س 366,000,000
Affiliated Entity \| Government Grant \| MISA \| AMP-2
Related Party Transaction [Line Items]
Related party transaction, amount of transaction				(50,800,000)			(33,300,000)
Affiliated Entity \| Government Grant \| MISA \| Other Noncurrent Liabilities
Related Party Transaction [Line Items]
Related party transaction, amount of transaction				46,500,000			64,000,000
Affiliated Entity \| GIB Facility Agreement \| GIB Facility Agreement \| Line of Credit
Related Party Transaction [Line Items]
Number of facilities \| facility													2	2
Maximum borrowing capacity													$ 266,100,000	ر.س 1,000,000,000
Affiliated Entity \| Construction Service Contract \| Al Bawani Company Limited
Related Party Transaction [Line Items]
Related party transaction, amount of transaction				16,600,000	ر.س 62,100,000	$ 0
Due to related parties	11,200,000			5,600,000			11,200,000		ر.س 21,200,000		ر.س 42,100,000
KAEC
Related Party Transaction [Line Items]
Lease initial term (in years)		25 years															25 years
Right-of-use assets	4,800,000			4,800,000			4,800,000
Operating lease, liability	$ 5,400,000			$ 5,500,000			$ 5,400,000

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Realized gain (loss)	$ 0	$ 0
Accrued interest	$ 5,800,000		$ 7,500,000
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Other current assets		Other current assets
Allowance for credit losses, excluding accrued interest	$ 0		$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (779,528)	$ (81,286)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	49,838	38,242
Amortization of insurance premium	10,263	7,499
Non-cash operating lease cost	5,830	4,104
Stock-based compensation	53,819	174,551
Inventory and firm purchase commitments write-downs	227,048	96,366
Other non-cash items	(19,050)	1,255
Changes in operating assets and liabilities:
Accounts receivable	17,009	2,281
Inventory	(354,154)	(303,022)
Prepaid expenses	(9,082)	20,523
Other current assets	22,193	(49,625)
Other noncurrent assets	(27,337)	(11,175)
Accounts payable	(66,174)	5,713
Accrued compensation	21,545	(3,607)
Operating lease liability	(5,837)	(3,099)
Other current liabilities	7,211	128,060
Other long-term liabilities	4,340	1,901
Net cash used in operating activities	(801,264)	(494,649)
Cash flows from investing activities:
Purchases of property, plant and equipment	(241,770)	(185,082)
Purchases of investments	(842,538)	0
Proceeds from maturities of investments	1,041,151	0
Proceeds from sale of investments	13,244	0
Proceeds from insurance claims	1,197	0
Net cash used in investing activities	(28,716)	(185,082)
Cash flows from financing activities:
Payment for short-term insurance financing note	0	(12,949)
Payment for finance lease liabilities	(1,427)	(1,201)
Proceeds from exercise of stock options	2,181	9,114
Tax withholding payments for net settlement of employee awards	(6,499)	(182,265)
Net cash used in financing activities	(5,745)	(187,301)
Net decrease in cash, cash equivalents, and restricted cash	(835,725)	(867,032)
Beginning cash, cash equivalents, and restricted cash	1,737,320	6,298,020
Ending cash, cash equivalents, and restricted cash	901,595	5,430,988
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	857	312
Supplemental disclosure of non-cash investing and financing activity:
Decrease in purchases of property, plant and equipment included in Accounts payable and other current liabilities	(19,812)	(2,753)
Property, plant and equipment and right-of-use assets obtained through leases	3,862	10,008
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 common stock warrant liability	$ 40,802	$ (523,330)

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Available-for-sale Debt Securities by Contractual Maturity (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Amortized cost
Within one year	$ 2,083,917
After one year through three years	443,723
Total	2,527,640
Estimated Fair Value
Within one year	2,078,377
After one year through three years	441,727
Total	$ 2,520,104

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2023.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period.

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, 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.

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.

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):


	March 31, 2023		December 31, 2022		March 31, 2022		December 31, 2021
Cash and cash equivalents	$	900,038	$	1,735,765	$	5,391,844	$	6,262,905
Restricted cash included in Other current assets	1,557		1,555		13,312		10,740
Restricted cash included in Other noncurrent assets	—		—		25,832		24,375
Total cash, cash equivalents, and restricted cash	$	901,595	$	1,737,320	$	5,430,988	$	6,298,020

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.

Revenue from Contracts with Customers

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. 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 not material for the three months ended March 31, 2023 and 2022.

Vehicle Sales with Residual Value Guarantee

The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Vehicle sales with RVG totaled $18.7 million and nil during the three months ended March 31, 2023 and 2022. 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 March 31, 2023 and December 31, 2022, the RVG liability was not material.

Deferred revenue related to OTA and remarketing activities for vehicle sales were $18.5 million and $15.4 million as of March 31, 2023 and December 31, 2022, respectively.

Other

Other consists of revenue from non-warranty after-sales vehicle services and parts, sales of battery pack system, powertrain kits and retail merchandise.

Restructuring

The Company’s restructuring charges primarily consist of severance payments, employee benefits, employee transition and stock-based compensation expenses associated with management-approved restructuring plan. One-time employee termination benefits are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized over the future service period. Ongoing employee termination benefits are recognized when payments are probable and amounts are reasonably estimable. Other costs are recognized as incurred.

Except for the policy described above, there have been no significant changes to accounting policies during the three months ended March 31, 2023.

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2023

STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the Board of Directors. As of March 31, 2023 and December 31, 2022, there were no issued and outstanding shares of preferred stock.

Common Stock

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.

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 three months ended March 31, 2023 and 2022.

Common Stock Reserved for Issuance

The Company’s common stock reserved for future issuances as of March 31, 2023 was as follows:


			March 31, 2023
Private Placement Warrants to purchase common stock			44,350,000
Stock options outstanding			36,450,296
Restricted stock units outstanding			46,154,593
Shares available for future grants under equity plans			19,807,360
If-converted common shares from convertible note			36,737,785
Total shares of common stock reserved			183,500,034

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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COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions	May 31, 2022 lawsuit	Apr. 01, 2022 lawsuit	Apr. 18, 2021 lawsuit	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
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 \| $				$ 54.1	$ 52.5
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Contractual obligation \| $				$ 534.0	$ 593.9

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

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company's provision from income taxes for interim periods is determined using its effective tax rate that arise during the period. The Company's quarterly tax provision is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, and tax law developments. The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was 0.0% and (0.4)%, respectively, due to minimal profits in foreign jurisdictions and U.S. losses for which no benefit will be realized. There were no material changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2023, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

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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Commitments and Contingencies Disclosure [Abstract]

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Operating Leases
2023 (remainder of the year)	$ 28,270
2024	55,896
2025	55,269
2026	51,765
2027	43,935
Thereafter	146,868
Total minimum lease payments	382,003
Less: Interest	(126,662)
Total operating lease liabilities	255,341	$ 255,112
Other current liabilities	(15,753)	(11,269)
Long-term portion of lease obligations	239,588	243,843
Finance Leases
2023 (remainder of the year)	6,856
2024	8,340
2025	6,619
2026	82,488
2027	117
Thereafter	37
Total minimum lease payments	104,457
Less: Interest	(15,373)
Total finance lease liabilities	89,084	91,922
Less: Current portion	(10,239)	(10,586)
Long-term portion of lease obligations	$ 78,845	$ 81,336

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	15,000,000,000	15,000,000,000
Common stock, shares, issued (in shares)	1,834,242,999	1,830,172,561
Common stock, shares outstanding (in shares)	1,833,385,174	1,829,314,736
Treasury stock (in shares)	857,825	857,825

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Contractual Obligation, Fiscal Year Maturity

The estimated future payments having a remaining term in excess of one year as of March 31, 2023 were as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment(1)
2023 (remainder of the year)	$	138,209
2024	372,242
2025	431,710
2026	703,715
2027	703,205
Thereafter	2,709,174
Total	$	5,058,255

(1) Included minimum purchase commitment of approximately $4.9 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates.

BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Inventory [Line Items]
Inventory and firm purchase commitments write-downs	$ 227,048,000	$ 96,366,000
Depreciation and amortization	49,838,000	38,242,000
Construction in progress
Inventory [Line Items]
Interest capitalized	$ 1,800,000	$ 0

BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) $ in Thousands, ر.س in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 SAR (ر.س)
Property, Plant and Equipment [Line Items]
Operating lease liabilities, net of current portion	$ 239,588	$ 243,843
Other long-term liabilities	121,182	134,369
Total Other long-term liabilities	360,770	378,212
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	$ 46,500	$ 64,000

NET LOSS PER SHARE - Antidilutive Securities Excluded from Earnings per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	171,854,493	121,673,641
Private Placement Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	44,350,000	0
Options outstanding to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	36,450,296	50,700,238
RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	44,064,453	34,235,618
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	10,251,959	0
If-converted common shares from convertible note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation amount (in shares)	36,737,785	36,737,785

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023
									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	$	356,602	$	—	$	—	$	356,602	$	356,602	$	—	$	—
Level 1:
Money market funds	434,842		—		—		434,842		434,842		—		—
U.S. Treasury securities	1,767,064		546		(6,193)		1,761,417		59,776		1,443,875		257,766
Subtotal	2,201,906		546		(6,193)		2,196,259		494,618		1,443,875		257,766
Level 2:
U.S. government agency securities	53,852		24		(74)		53,802		—		53,802		—
Certificates of deposit	110,152		54		(55)		110,151		—		110,151		—
Commercial paper	286,565		23		(91)		286,497		11,987		274,510		—
Corporate debt securities	418,602		545		(2,316)		416,831		36,831		196,039		183,961
Subtotal	869,171		646		(2,536)		867,281		48,818		634,502		183,961
Total assets measured at fair value	$	3,427,679	$	1,192	$	(8,729)	$	3,420,142	$	900,038	$	2,078,377	$	441,727


	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

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

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


	March 31, 2023
	Amortized cost		Estimated Fair Value
Within one year	$	2,083,917	$	2,078,377
After one year through three years	443,723		441,727
Total	$	2,527,640	$	2,520,104

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

The following table presents a reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands):


	Three Months Ended March 31,
	2023		2022
Fair value-beginning of period	$	140,590	$	1,394,808
Change in fair value	40,802		(523,330)
Fair value-end of period	$	181,392	$	871,478

STOCKHOLDERS’ EQUITY - Common Stock Reserved for Issuance (Details)	Mar. 31, 2023 shares
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	183,500,034
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)	36,450,296
Restricted stock units outstanding
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	46,154,593
Shares available for future grants under equity plans
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	19,807,360
If-converted common shares from convertible note
Class of Stock [Line Items]
Common shares reserved for future issuance (in shares)	36,737,785

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

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


	Three Months Ended March 31,
	2023		2022
Net loss attributable to common stockholders, basic	$	(779,528)	$	(81,286)
Change in fair value of dilutive warrants	—		(523,330)
Net loss attributable to common stockholders, diluted	$	(779,528)	$	(604,616)

Weighted-average shares outstanding, basic	1,831,725,009		1,654,322,379
Private Placement Warrants using the treasury stock method	—		27,223,480
Weighted-average shares outstanding, diluted	1,831,725,009		1,681,545,859

Net loss per share:
Basic	$	(0.43)	$	(0.05)
Diluted	$	(0.43)	$	(0.36)


	March 31,
Excluded Securities	2023	2022
Private Placement Warrants to purchase common stock	44,350,000	—
Options outstanding to purchase common stock	36,450,296	50,700,238
RSUs outstanding	44,064,453	34,235,618
Employee stock purchase plan	10,251,959	—
If-converted common shares from convertible note	36,737,785	36,737,785
Total	171,854,493	121,673,641

The 2,090,140 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market conditions have not been satisfied as of March 31, 2023 and 2022.

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

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.


	March 31, 2023
									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	$	356,602	$	—	$	—	$	356,602	$	356,602	$	—	$	—
Level 1:
Money market funds	434,842		—		—		434,842		434,842		—		—
U.S. Treasury securities	1,767,064		546		(6,193)		1,761,417		59,776		1,443,875		257,766
Subtotal	2,201,906		546		(6,193)		2,196,259		494,618		1,443,875		257,766
Level 2:
U.S. government agency securities	53,852		24		(74)		53,802		—		53,802		—
Certificates of deposit	110,152		54		(55)		110,151		—		110,151		—
Commercial paper	286,565		23		(91)		286,497		11,987		274,510		—
Corporate debt securities	418,602		545		(2,316)		416,831		36,831		196,039		183,961
Subtotal	869,171		646		(2,536)		867,281		48,818		634,502		183,961
Total assets measured at fair value	$	3,427,679	$	1,192	$	(8,729)	$	3,420,142	$	900,038	$	2,078,377	$	441,727


	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

During the three months ended March 31, 2023 and 2022, there were immaterial and no realized gains or losses on the sale of available-for-sale securities, respectively. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $5.8 million and $7.5 million as of March 31, 2023 and December 31, 2022, respectively, and was recorded in other current assets on our condensed consolidated balance sheets. As of March 31, 2023 and 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:


	March 31, 2023
	Amortized cost		Estimated Fair Value
Within one year	$	2,083,917	$	2,078,377
After one year through three years	443,723		441,727
Total	$	2,527,640	$	2,520,104

Level 3 liabilities consist of 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” and Note 7 “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 common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands):


	Three Months Ended March 31,
	2023		2022
Fair value-beginning of period	$	140,590	$	1,394,808
Change in fair value	40,802		(523,330)
Fair value-end of period	$	181,392	$	871,478

Supplemental Balance Sheet Information

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

STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001
Preferred stock, shares issued (in shares)	0	0		0
Preferred stock, shares outstanding (in shares)	0	0		0
Shares repurchased (in shares)		0	0		857,825
Shares repurchased, repurchase price (in dollars per share)					$ 24.15
Equity Distribution Agreement
Class of Stock [Line Items]
Consideration to be received on agreement						$ 600.0
Number of shares issued (in shares)				56,203,334
Weighted average price (in dollars per share)	$ 10.68			$ 10.68
Net proceeds received	$ 594.3			$ 594.3
Commissions and other issuance cost				$ 5.7
Remaining number of shares available (in shares)		0
Ayar \| Subscription Agreement
Class of Stock [Line Items]
Consideration to be received on agreement						$ 915.0
Number of shares issued (in shares)	85,712,679
Weighted average price (in dollars per share)	$ 10.68			$ 10.68
Net proceeds received	$ 915.0
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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
Principles of Consolidation	All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, 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.
Reclassifications	Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets and other noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities.
Concentration of Credit Risk	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	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.
Revenue from Contracts with Customers	Revenue from Contracts with Customers 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. 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 not material for the three months ended March 31, 2023 and 2022. Vehicle Sales with Residual Value Guarantee The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Vehicle sales with RVG totaled $18.7 million and nil during the three months ended March 31, 2023 and 2022. 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. OtherOther consists of revenue from non-warranty after-sales vehicle services and parts, sales of battery pack system, powertrain kits and retail merchandise.
Restructuring	Restructuring The Company’s restructuring charges primarily consist of severance payments, employee benefits, employee transition and stock-based compensation expenses associated with management-approved restructuring plan. One-time employee termination benefits are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized over the future service period. Ongoing employee termination benefits are recognized when payments are probable and amounts are reasonably estimable. Other costs are recognized as incurred. Except for the policy described above, there have been no significant changes to accounting policies during the three months ended March 31, 2023.
Fair Value Measurement	The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: •Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities. •Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. •Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

LEASES (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

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


	March 31, 2023		December 31, 2022
Operating leases:
Operating lease right-of-use assets	$	213,193	$	215,160

Other current liabilities	$	15,753	$	11,269
Other long-term liabilities	239,588		243,843
Total operating lease liabilities	$	255,341	$	255,112

Finance leases:
Property, plant and equipment, net	$	88,982	$	90,386
Total finance lease assets	$	88,982	$	90,386

Finance lease liabilities, current portion	$	10,239	$	10,586
Finance lease liabilities, net of current portion	78,845		81,336
Total finance lease liabilities	$	89,084	$	91,922

Schedule of Lease Cost

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


	Three Months Ended March 31,
	2023		2022
Operating lease expense:
Operating lease expense(1)	$	12,815	$	9,578
Variable lease expense	445		778

Finance lease expense:
Amortization of leased assets	$	1,405	$	1,096
Interest on lease liabilities	1,244		145
Total finance lease expense	$	2,649	$	1,241
Total lease expense	$	15,909	$	11,597

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

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


	March 31, 2023		December 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	7.4		7.6
Finance leases	3.2		3.5

Weighted-average discount rate:
Operating leases	10.55	%	10.52	%
Finance leases	5.57	%	5.57	%

Summary of Operating Lease Maturity

As of March 31, 2023, 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 (remainder of the year)	$	28,270	$	6,856
2024	55,896		8,340
2025	55,269		6,619
2026	51,765		82,488
2027	43,935		117
Thereafter	146,868		37
Total minimum lease payments	382,003		104,457
Less: Interest	(126,662)		(15,373)
Present value of lease obligations	255,341		89,084
Less: Current portion	(15,753)		(10,239)
Long-term portion of lease obligations	$	239,588	$	78,845

Summary of Finance Lease Maturity

As of March 31, 2023, 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 (remainder of the year)	$	28,270	$	6,856
2024	55,896		8,340
2025	55,269		6,619
2026	51,765		82,488
2027	43,935		117
Thereafter	146,868		37
Total minimum lease payments	382,003		104,457
Less: Interest	(126,662)		(15,373)
Present value of lease obligations	255,341		89,084
Less: Current portion	(15,753)		(10,239)
Long-term portion of lease obligations	$	239,588	$	78,845

DESCRIPTION OF BUSINESS (Details)			1 Months Ended		3 Months Ended		12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Apr. 29, 2022 USD ($) facility	Jul. 23, 2021 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) facility	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) facility	Mar. 12, 2023 USD ($)	Nov. 08, 2022 USD ($)	Jun. 30, 2022 USD ($)	Apr. 29, 2022 SAR (ر.س) facility	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Net loss					$ 779,528,000	$ 81,286,000
Accumulated deficit			$ 8,149,860,000	$ 7,370,332,000	$ 8,149,860,000		$ 7,370,332,000
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			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		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		$ 266,400,000	$ 266,100,000	$ 266,400,000		$ 266,100,000	$ 266,400,000			ر.س 1,000,000,000
Number of facilities \| facility	2			2			2				2
GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility \| Saudi Arabian Interbank Offered Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.40%
GIB Facility Agreement \| Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 173,000,000			$ 173,000,000			$ 173,000,000				ر.س 650,000,000
GIB Facility Agreement \| Line of Credit \| Bridge Loan \| Saudi Arabian Interbank Offered Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
GIB Facility Agreement \| Line of Credit \| Working Capital Facility
Debt Instrument [Line Items]
Interest rate				6.40%			6.40%
Maximum borrowing capacity	$ 93,100,000			$ 93,100,000			$ 93,100,000				ر.س 350,000,000
GIB Facility Agreement \| Line of Credit \| Working Capital Facility \| Saudi Arabian Interbank Offered Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.70%
ABL Credit Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term							5 years
Maximum borrowing capacity				$ 1,000,000,000			$ 1,000,000,000			$ 1,000,000,000
ABL Credit Facility \| Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 100,000,000

DEBT - Narrative (Details)					1 Months Ended			12 Months Ended
DEBT - Narrative (Details)	Mar. 12, 2023 USD ($)	Apr. 29, 2022 USD ($) facility	Feb. 27, 2022 USD ($)	Feb. 27, 2022 SAR (ر.س)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) day $ / shares	Dec. 31, 2022 USD ($) facility	Mar. 31, 2023 SAR (ر.س)	Mar. 12, 2023 SAR (ر.س)	Dec. 31, 2022 SAR (ر.س) facility	Apr. 29, 2022 SAR (ر.س) facility	Feb. 27, 2022 SAR (ر.س)
Debt Instrument, Redemption [Line Items]
Short-term debt					$ 9,595,000			$ 9,595,000
Cash and cash equivalents					900,038,000			1,735,765,000
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
Debt instrument, convertible, conversion ratio							0.0182548
Debt instrument, initial conversion price (in USD per share) \| $ / shares							$ 54.78
Debt instrument, convertible, threshold percentage of stock price (percent)							130.00%
Debt instrument, convertible, threshold trading days \| day							20
1.25% Convertible Senior Notes, Due December 2026 \| 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
1.25% Convertible Senior Notes, Due December 2026 \| Convertible Debt
Debt Instrument, Redemption [Line Items]
Debt instrument, face amount							$ 2,012,500,000
Interest rate							1.25%
Debt instrument, issuance price percentage							99.50%
Proceeds from convertible debt							$ 1,986,600,000
Debt instrument, redemption price, percentage of principal amount redeemed							100.00%
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			0
SIDF \| Minimum
Debt Instrument, Redemption [Line Items]
Debt instrument, periodic payment, principal			6,700,000	ر.س 25,000,000
Service fees			110,600,000										415,000,000
SIDF \| Maximum
Debt Instrument, Redemption [Line Items]
Debt instrument, periodic payment, principal			93,200,000	ر.س 350,000,000
Service fees			$ 471,500,000										ر.س 1,770,000,000
GIB Facility Agreement \| Revolving Credit Facility \| Line of Credit
Debt Instrument, Redemption [Line Items]
Interest rate					7.20%				7.20%
Short-term debt					$ 9,600,000				ر.س 36,000,000
GIB Facility Agreement \| Working Capital Facility \| Line of Credit
Debt Instrument, Redemption [Line Items]
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			2	2
Maximum borrowing capacity	$ 266,400,000	$ 266,100,000			266,400,000			$ 266,100,000				ر.س 1,000,000,000
Remaining borrowing capacity					$ 256,700,000				ر.س 963,000,000
GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility \| Saudi Arabian Interbank Offered Rate
Debt Instrument, Redemption [Line Items]
Interest rate					1.40%
GIB Facility Agreement \| Line of Credit \| Bridge Loan
Debt Instrument, Redemption [Line Items]
Maximum borrowing capacity		$ 173,000,000						173,000,000				650,000,000
Remaining borrowing capacity								$ 173,000,000			ر.س 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]
Interest rate								6.40%			6.40%
Maximum borrowing capacity		$ 93,100,000						$ 93,100,000				ر.س 350,000,000
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
GIB Facility Agreement \| Line of Credit \| Maximum \| Working Capital Facility
Debt Instrument, Redemption [Line Items]
Debt instrument, term		12 months
Amended GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument, Redemption [Line Items]
Maximum borrowing capacity	$ 266,400,000									ر.س 1,000,000,000
Amended GIB Facility Agreement \| Line of Credit \| Revolving Credit Facility \| Saudi Arabian Interbank Offered Rate
Debt Instrument, Redemption [Line Items]
Interest rate	1.40%
Amended GIB Facility Agreement \| Line of Credit \| Bridge Loan
Debt Instrument, Redemption [Line Items]
Commitment fee percentage		0.15%
Amended GIB Facility Agreement \| Line of Credit \| Working Capital Facility
Debt Instrument, Redemption [Line Items]
Commitment fee percentage		0.15%
Amended 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			0
Maximum borrowing capacity						$ 1,000,000,000		$ 1,000,000,000
Debt instrument, term								5 years
Remaining borrowing capacity					483,800,000			$ 441,400,000
Additional borrowing capacity						$ 500,000,000
Commitment fee percentage						0.25%
Cash and cash equivalents					39,700,000			37,300,000
Issuance costs					6,300,000
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					$ 37,900,000			$ 37,400,000
Maximum borrowing capacity						$ 350,000,000

RESTRUCTURING - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 28, 2023	Dec. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring and related cost, expected cost			$ 24,000,000
Restructuring charges	$ 22,496,000	$ 0
Restructuring liabilities	23,939,000			$ 0
Payments for restructuring	$ 0

COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Long-Term Purchase Commitment [Line Items]
2023 (remainder of the year)	$ 138,209
2024	372,242
2025	431,710
2026	703,715
2027	703,205
Thereafter	2,709,174
Total	5,058,255
Battery Cells \| Panasonic Energy Co., Ltd. and Certain of Its Affiliates
Long-Term Purchase Commitment [Line Items]
Total	$ 4,900,000

DEBT

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022 (in millions):


	March 31, 2023		December 31, 2022
Principal Amount	$	2,012.5	$	2,012.5
Unamortized Debt Discounts and Issuance Costs	(19.4)		(20.7)
Net Carrying Amount	$	1,993.1	$	1,991.8

Fair Value (Level 2)	$	1,142.1	$	1,041.5

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):


	Three Months Ended March 31,
	2023		2022
Contractual interest	$	6.3	$	6.3
Amortization of debt discounts and debt issuance costs	1.3		1.2
Interest expense	$	7.6	$	7.5

The 2026 Notes were not eligible for conversion as of March 31, 2023 and December 31, 2022. 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 March 31, 2023 and 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 $93.2 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 $110.6 million) to SAR 1.77 billion (approximately $471.5 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby.

The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of March 31, 2023 and December 31, 2022, no amount was outstanding under the SIDF Loan Agreement.

GIB Facility Agreement

On April 29, 2022, Lucid LLC entered into 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 provided 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 was available as the Bridge Facility for the financing of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $93.1 million) was available as the Working Capital Facility and might be used for general corporate purposes. Loans under the Bridge Facility and the Working Capital Facility had a maturity of no more than 12 months. The Bridge Facility beared interest at a rate of 1.25% per annum over 3-month SAIBOR and the Working Capital Facility beared interest at a rate of 1.70% per annum over 1~3-month SAIBOR and associated fees.

On March 12, 2023, Lucid LLC entered into the Amended GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.4 million) GIB Credit Facility which may be used for general corporate purposes. Loans under the Amended GIB Credit Facility Agreement have a maturity of no more than 12 months and bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) 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 Amended GIB Facility Agreement will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the Amended GIB Facility Agreement. The Amended GIB Facility Agreement contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default.

As of March 31, 2023, the Company had outstanding borrowings of SAR 36 million (approximately $9.6 million) with interest rate of 7.20%. As of March 31, 2023, availability under the GIB Credit Facility was SAR 963 million (approximately $256.7 million), after giving effect to the outstanding letters of credit. 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. As of December 31, 2022, available borrowings were SAR 650 million (approximately $173.0 million) and SAR 314 million (approximately $83.5 million) under the Bridge Facility and Working Capital Facility, respectively. The outstanding borrowings were recorded within other current liabilities on the condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company was in compliance with applicable covenants under the Amended GIB Facility Agreement.

ABL Credit Facility

In June 2022, the Company entered into the 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 March 31, 2023 and December 31, 2022, the Company was in compliance with applicable covenants under the ABL Credit Facility.

As of March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings under the ABL Credit Facility. Outstanding letters of credit under the ABL Credit Facility were $37.9 million and $37.4 million as of March 31, 2023 and December 31, 2022, respectively. Availability under the ABL Credit Facility was $483.8 million (including $39.7 million cash and cash equivalents) and $441.4 million (including $37.3 million cash and cash equivalents) as of March 31, 2023 and December 31, 2022, respectively, 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 condensed consolidated balance sheets and amortized over the facility term using the straight-line method. During the three months ended March 31, 2023, amortization of the deferred issuance costs and commitment fee were immaterial.

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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