Lucid announces cashless redemption of public warrants
NEWARK, Calif., September 8, 2021 / PRNewswire / – Lucid group, which sets new standards with its advanced luxury electric vehicles, today announced that the company will repurchase all of its outstanding public warrants (the “public warrants”) to purchase Class A common shares of the company that were issued under the warrant agreement dated July 29, 2020 by and between the Company and Continental Stock Transfer & Trust Company as agent for warrants (as assigned to and borne by the Company and Equiniti Trust Company, as transfer agent and agent for warrants), within the framework of the units sold within the framework of the initial public offering of the Company (the “IPO”), for a repurchase price of $ 0.01 by Public subscription warrant (the “Redemption Price”) which remain in circulation at 5:00 p.m. Eastern Time to October 8, 2021 (the “Redemption Date”).
“We are pleased to announce the cashless redemption of our public warrants,” said Peter Rawlinson, CEO and CTO of Lucid Group. “This is an important step in streamlining our capital structure to eliminate outstanding public mandates as we see growing confidence in Lucid’s groundbreaking in-house electric vehicle technology, which will soon hit the market in Lucid Air. Lucid has elected in part to require the cashless exercise of public warrants to allow warrant holders, including our retail investors, to hold shares of Lucid without cash exercise. We also expect that this action will reduce the dilution of these public warrants. “
The public warrants are listed on the Nasdaq under the symbol “LCIDW”. Each public warrant entitles its holder to purchase one class A common share for a purchase price of $ 11.50 per share, subject to adjustments (the “Strike Price”). Under the Warrants Agreement, Lucid has the right to redeem all outstanding public warrants if the last sale price of the Class A common shares is at least $ 18.00 per share on each of the twenty trading days during any thirty trading day period ending on the third trading day preceding the date on which a redemption notice is given. Lucid has instructed the Warrant Agent to deliver a redemption notice to each of the registered holders of the outstanding Public Warrants. Class A common share purchase warrants that were issued under the private placement warrant agreement simultaneously with the IPO and still held by the original holders thereof or their authorized assignees are not subject to this redemption notice.
The public warrants will cease trading on the Nasdaq at 5:00 p.m. Eastern Time on the Redemption Date. All public warrants that have not been exercised at 5:00 p.m. Eastern Time on the Redemption Date will be delisted, void and no longer exercisable, and their holders will have no rights with respect to such public warrants, except to receive the redemption price or as otherwise described in the Redemption Notice for Holders who hold their Public Warrants in “street name.”
In addition, in accordance with the warrant agreement, the board of directors of Lucid has elected to require that upon delivery of the redemption notice, all public warrants be exercised only on a “free basis.” numerary “. As a result, holders can no longer exercise the public warrants and receive Class A common shares in exchange for a cash payment of the shares. $ 11.50 by exercise price of the warrants. Instead, a holder exercising a public warrant will be deemed to pay the $ 11.50 by the exercise price of the warrant by the delivery of 0.5542 of a class A ordinary share (the fraction determined as described below) that this holder would have been entitled to receive during the exercise in cash of a public warrant. Therefore, under the cash-free exercise of the public warrants, warrant holders who have exercised warrants will receive 0.4458 Class A common shares for each public warrant surrendered for the purpose of warrants. exercise.
The number of Class A common shares that each warrant holder who exercises their right will receive under the cashless exercise (instead of paying the $ 11.50 by cash exercise price of the public warrants) has been calculated in accordance with the terms of the warrants agreement and is equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants. public warrants held by this holder of warrants, multiplied by the difference between $ 20,751, the last average selling price of the Class A common shares for the ten trading days ending on September 2, 2021, the third trading day preceding the date of the redemption notice (the “fair market value”) and $ 11.50, by (y) the fair market value. If a holder of public warrants, after taking into account all of that holder’s public warrants exercised at one time, would be entitled to receive a fraction of interest in a Class A common share, the number of The shares that the holder will be entitled to receive will be rounded down to the whole number of shares down.
Questions regarding the redemption and exercise of public warrants may be directed to Equiniti Trust Company, PO Box 64874, Saint-Paul, MN 55164-0874, Attention: EQ Shareowner Services, telephone number (833) 914-2119.
About the Lucid group
Lucid seeks to inspire the adoption of sustainable energy by creating the most captivating electric vehicles, centered on the human experience. The company’s first car, Lucid Air, is a state-of-the-art luxury sedan with a California-Inspired design backed by race proven technology. Featuring luxurious interior space in a mid-size exterior footprint, select Air models are expected to be capable of an EPA estimated range of over 500 miles. Deliveries to Lucid Air customers are expected to begin this year.
This communication contains trademarks, service marks, trade names and copyrights of Lucid Group, Inc. and its affiliates (the “Company” and other companies, which are the property of their owners. respective.
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “estimate”, “plan “,” Plan “,” foresee “,” intend “,” want “,” expect “,” anticipate “,” believe “,” seek “,” target “,” continue “,” could “,” may, “” could “,” possible “,” potential “,” predict “or other similar expressions which predict or indicate future events or trends or which are not statements of historical fact. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectations and schedule regarding the commencement of production and deliveries of Lucid Air and the performance, scope and other characteristics of Lucid Air. These statements are based on various assumptions, and actual events and circumstances may differ. Forward-looking statements are subject to a number of risks and uncertainties, including the factors discussed in the company’s registration statement on Form S-1, the company’s annual report on Form 10-K / A for the year ended December 31, 2020 and the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2021, in each case, under the heading “Risk Factors”, as well as other documents of the Company which are filed or will be filed with the Securities and Exchange Commission. If any of these risks materialize or if the Company’s assumptions prove to be incorrect, actual results could differ materially from the results suggested by these forward-looking statements. There may be additional risks that the Company is not currently aware of or that the Company currently considers negligible, which could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts regarding future events and views as of the date of such communication. However, although the Company may choose to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be taken as representing the valuations of the Company as of a date subsequent to the date of this communication.
SOURCE Lucid Motors