CCIV Churchill Capital Corp IV

Item 1.01      Entry into a Material Definitive Agreement.

On June 25, 2023, Atieva, Inc., a wholly owned subsidiary of Lucid Group, Inc. (together with its subsidiaries, “Lucid”), entered into an agreement (the “Implementation Agreement”) with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”) under which Lucid and Aston Martin will establish a long-term strategic technology partnership in which Lucid will provide Aston Martin with powertrain and battery system technology for use in Aston Martin’s initial and certain future electric vehicles.

Under the terms of the Implementation Agreement, subject to the satisfaction of certain conditions, Lucid and Aston Martin have agreed to enter into integration and supply agreements under which Lucid will provide Aston Martin access to Lucid’s powertrain and battery system technologies, work with Aston Martin to integrate Lucid’s powertrain and battery components with Aston Martin’s BEV chassis, and supply powertrain and battery components to Aston Martin (collectively, the “Partnership”). Aston Martin will pay Lucid a technology access fee of $232 million, comprising $100 million in ordinary shares of Aston Martin (the “Consideration Shares”), based on a price per share equal to the 30-day volume-weighted average price of Aston Martin ordinary shares, and the USD/GBP exchange rate, as of June 23, 2023, and aggregate cash payments of $132 million phased over a period of three years, with the Consideration Shares and $33.0 million in cash payable to Lucid upon satisfaction of the conditions and commencement of the Partnership. Aston Martin will also commit to an effective minimum spend with Lucid on powertrain components of $225 million.

The conditions for the commencement of the Partnership include, among other things, obtaining Aston Martin shareholder approval at a meeting of Aston Martin shareholders, satisfaction of regulatory approvals, and other customary conditions. If the conditions are not satisfied or waived by December 31, 2023, or such later date as may be agreed by the parties in writing, either party may terminate the Implementation Agreement by written notice subject to certain customary limitations. Each party may also terminate the Implementation Agreement due to (among other things) material breach or insolvency, or upon a change of control of the other party if such change of control occurs prior to the execution of the integration agreement and the allotment of the Consideration Shares. Certain Aston Martin shareholders holding the requisite majority of the votes required to approve the Partnership have executed and delivered irrevocable undertakings to vote their shares in favor of the Partnership, subject to certain conditions.

The Implementation Agreement also contains certain other terms and conditions, including customary representations and warranties of the parties and covenants, including an exclusivity agreement under which Lucid has agreed to not provide commercial volumes of its powertrain and battery systems to certain Aston Martin competitors before the earlier of (a) three months after Aston Martin begins commercial production of a BEV using Lucid’s components or (b) April 1, 2026, and not enter into any other partnership with such competitors until December 1, 2023. In addition, Lucid has agreed not to sell or transfer the Consideration Shares for 365 days after their issuance, subject to certain customary exceptions.

The foregoing description does not constitute a complete summary of the terms of the Implementation Agreement and is qualified in its entirety by reference to the copy of the Implementation Agreement, which will be filed as an exhibit to Lucid's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.