LCID
Lucid Group, INC
NASDAQ
SCHEDULE 13D/A: Saudi Public Investment Fund Affiliate Boosts Lucid Group Stake with $430 Million Forward Share Purchase
Sentiment:
Beneficial Ownership Update
10 April 2025 9:54 PM
Ayar Third Investment Company, a wholly-owned subsidiary of Saudi Arabia's Public Investment Fund, has entered into a prepaid forward share purchase agreement to acquire an additional 179.17 million shares of Lucid Group, Inc. common stock for $430 million.
Capital raise
Lucid Group, Inc. priced an offering of $1,100,000,000 aggregate principal amount of 5.00% convertible senior notes due 2030.
The settlement of the issuance of these notes occurred on April 8, 2025.
Ayar Third Investment Company entered into a privately negotiated prepaid forward share purchase transaction for $430,000,000.80 in connection with the notes offering, which is intended to facilitate hedging by investors in the notes.
Summary
- Ayar Third Investment Company, a wholly-owned subsidiary of the Public Investment Fund (PIF) of Saudi Arabia, has agreed to purchase 179,166,667 shares of Lucid Group Class A common stock.
- The total purchase price for these shares is $430,000,000.80, which implies a price of approximately $2.40 per share.
- Delivery of these shares is scheduled to occur no later than April 1, 2030, subject to certain conditions including optional cash settlement.
- This prepaid forward transaction was executed with Citibank N.A. and is directly connected to Lucid Group's recent pricing of $1,100,000,000 aggregate principal amount of 5.00% convertible senior notes due 2030.
- The transaction is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty and investors in the notes for hedging purposes.
- The settlement of the issuance of the convertible notes occurred on April 8, 2025.
- As of March 31, 2025, the Public Investment Fund (PIF) and its affiliates collectively beneficially own approximately 63.84% of Lucid Group's issued and outstanding Class A Common Stock, based on 3,048,800,731 shares outstanding.
Sentiment
Score: 7
Explanation: The document indicates continued strong financial backing from a major strategic investor (PIF/Ayar) through a significant forward share purchase, which is generally positive for investor confidence. It also confirms the successful settlement of a large convertible notes offering, providing capital to the company. While the implied forward purchase price is low, the overall context is one of ongoing support and capital infusion.
Positives
- The transaction demonstrates continued strong support and long-term commitment from a major strategic investor (PIF/Ayar) in Lucid Group, which can bolster investor confidence.
- The prepaid forward transaction facilitates the successful issuance of $1.1 billion in convertible notes, providing significant capital to Lucid Group for its operations and growth initiatives.
- The structure of the transaction, by facilitating hedging for convertible note investors, can help stabilize the market dynamics around Lucid's stock in relation to the notes.
Risks
- The prepaid forward transaction is subject to the forward counterparty's right to settle its delivery obligations prior to April 1, 2030, and includes optional cash settlement provisions, which could introduce variability in the final share delivery or settlement method.
- The transaction was contingent on the consummation of the $1.1 billion convertible notes offering, indicating a dependency on the successful completion of that capital raise (though it was consummated).
Future Outlook
Ayar Third Investment Company is committed to purchasing an additional 179,166,667 shares of Lucid Group's common stock by April 1, 2030, through a prepaid forward transaction. This indicates a long-term investment horizon and continued strategic support from a major shareholder, aligning with Lucid Group's ongoing capital-raising efforts.
Industry Context
This filing highlights a significant capital markets activity for Lucid Group, an electric vehicle manufacturer. The use of convertible notes and associated hedging mechanisms like prepaid forward transactions are common strategies for growth-stage companies in capital-intensive industries like EV manufacturing to raise funds and manage equity dilution, while also demonstrating continued financial backing from key strategic investors like sovereign wealth funds.
Comparison to Industry Standards
- T
- h
- e
- d
- o
- c
- u
- m
- e
- n
- t
- d
- o
- e
- s
- n
- o
- t
- p
- r
- o
- v
- i
- d
- e
- s
- p
- e
- c
- i
- f
- i
- c
- c
- o
- m
- p
- a
- r
- a
- b
- l
- e
- c
- o
- m
- p
- a
- n
- i
- e
- s
- ,
- p
- r
- o
- j
- e
- c
- t
- s
- ,
- o
- r
- r
- e
- s
- u
- l
- t
- s
- f
- o
- r
- d
- i
- r
- e
- c
- t
- a
- s
- s
- e
- s
- s
- m
- e
- n
- t
- a
- g
- a
- i
- n
- s
- t
- i
- n
- d
- u
- s
- t
- r
- y
- s
- t
- a
- n
- d
- a
- r
- d
- s
- .
- H
- o
- w
- e
- v
- e
- r
- ,
- t
- h
- e
- i
- n
- v
- o
- l
- v
- e
- m
- e
- n
- t
- o
- f
- a
- s
- o
- v
- e
- r
- e
- i
- g
- n
- w
- e
- a
- l
- t
- h
- f
- u
- n
- d
- l
- i
- k
- e
- t
- h
- e
- P
- u
- b
- l
- i
- c
- I
- n
- v
- e
- s
- t
- m
- e
- n
- t
- F
- u
- n
- d
- (
- P
- I
- F
- )
- a
- s
- a
- m
- a
- j
- o
- r
- s
- h
- a
- r
- e
- h
- o
- l
- d
- e
- r
- i
- s
- a
- c
- o
- m
- m
- o
- n
- c
- h
- a
- r
- a
- c
- t
- e
- r
- i
- s
- t
- i
- c
- f
- o
- r
- s
- t
- r
- a
- t
- e
- g
- i
- c
- i
- n
- d
- u
- s
- t
- r
- i
- e
- s
- i
- n
- w
- h
- i
- c
- h
- t
- h
- e
- S
- a
- u
- d
- i
- A
- r
- a
- b
- i
- a
- n
- g
- o
- v
- e
- r
- n
- m
- e
- n
- t
- s
- e
- e
- k
- s
- t
- o
- i
- n
- v
- e
- s
- t
- a
- n
- d
- d
- i
- v
- e
- r
- s
- i
- f
- y
- i
- t
- s
- p
- o
- r
- t
- f
- o
- l
- i
- o
- ,
- s
- u
- c
- h
- a
- s
- a
- d
- v
- a
- n
- c
- e
- d
- t
- e
- c
- h
- n
- o
- l
- o
- g
- y
- a
- n
- d
- a
- u
- t
- o
- m
- o
- t
- i
- v
- e
- s
- e
- c
- t
- o
- r
- s
- .
- T
- h
- e
- s
- t
- r
- u
- c
- t
- u
- r
- e
- o
- f
- t
- h
- e
- c
- o
- n
- v
- e
- r
- t
- i
- b
- l
- e
- n
- o
- t
- e
- s
- o
- f
- f
- e
- r
- i
- n
- g
- w
- i
- t
- h
- a
- n
- a
- s
- s
- o
- c
- i
- a
- t
- e
- d
- p
- r
- e
- p
- a
- i
- d
- f
- o
- r
- w
- a
- r
- d
- t
- r
- a
- n
- s
- a
- c
- t
- i
- o
- n
- i
- s
- a
- s
- t
- a
- n
- d
- a
- r
- d
- f
- i
- n
- a
- n
- c
- i
- a
- l
- e
- n
- g
- i
- n
- e
- e
- r
- i
- n
- g
- a
- p
- p
- r
- o
- a
- c
- h
- u
- s
- e
- d
- b
- y
- c
- o
- m
- p
- a
- n
- i
- e
- s
- ,
- i
- n
- c
- l
- u
- d
- i
- n
- g
- t
- h
- o
- s
- e
- i
- n
- t
- h
- e
- a
- u
- t
- o
- m
- o
- t
- i
- v
- e
- a
- n
- d
- t
- e
- c
- h
- n
- o
- l
- o
- g
- y
- s
- e
- c
- t
- o
- r
- s
- ,
- t
- o
- r
- a
- i
- s
- e
- c
- a
- p
- i
- t
- a
- l
- w
- h
- i
- l
- e
- m
- a
- n
- a
- g
- i
- n
- g
- t
- h
- e
- i
- m
- p
- a
- c
- t
- o
- n
- t
- h
- e
- i
- r
- s
- t
- o
- c
- k
- p
- r
- i
- c
- e
- a
- n
- d
- p
- r
- o
- v
- i
- d
- i
- n
- g
- h
- e
- d
- g
- i
- n
- g
- o
- p
- p
- o
- r
- t
- u
- n
- i
- t
- i
- e
- s
- f
- o
- r
- i
- n
- v
- e
- s
- t
- o
- r
- s
- .
Stakeholder Impact
- **Shareholders:** The transaction indicates continued long-term commitment from a major shareholder (PIF), potentially boosting investor confidence. The underlying convertible notes offering could lead to dilution upon conversion, but the forward purchase helps manage market dynamics related to hedging.
- **Creditors (Convertible Note Holders):** The prepaid forward transaction is designed to facilitate hedging for investors in the convertible notes, potentially making the notes more attractive and liquid.
- **Company (Lucid Group):** The successful convertible notes offering provides significant capital ($1.1 billion) for operations and growth. The forward purchase agreement with Ayar demonstrates ongoing strategic support.
Next Steps
- Delivery of 179,166,667 shares of Class A common stock to Ayar Third Investment Company no later than April 1, 2030, as per the prepaid forward transaction.
Related Party Transactions
- Ayar Third Investment Company, a wholly-owned subsidiary of the Public Investment Fund (PIF), entered into a prepaid forward share purchase transaction with Citibank N.A. in connection with Lucid Group's convertible notes offering. PIF is a major beneficial owner of Lucid Group.
Key Dates
- 2021-07-27: Initial Schedule 13D filed by the reporting persons.
- 2022-11-15: Amendment No. 1 to the Initial Schedule 13D filed.
- 2022-12-22: Amendment No. 2 to the Initial Schedule 13D filed.
- 2023-06-26: Amendment No. 3 to the Initial Schedule 13D filed.
- 2024-04-02: Amendment No. 4 to the Initial Schedule 13D filed.
- 2024-04-02: Amendment No. 5 to the Initial Schedule 13D filed.
- 2024-10-30: Amendment No. 6 to the Initial Schedule 13D filed.
- 2025-03-31: Date as of which 3,048,800,731 shares of Common Stock were issued and outstanding, as provided by the Issuer.
- 2025-04-02: Lucid Group, Inc. announced the pricing of its $1.1 billion convertible senior notes offering; Ayar Third Investment Company entered into the privately negotiated prepaid forward share purchase transaction.
- 2025-04-08: Settlement of the issuance of the $1.1 billion convertible senior notes occurred.
- 2025-04-10: Date of signing of Amendment No. 7 to Schedule 13D.
- 2030-04-01: Latest date for the delivery of shares to Ayar Third Investment Company under the prepaid forward transaction.
Keywords
Lucid Group, Public Investment Fund, PIF, Ayar Third Investment Company, Convertible Senior Notes, Prepaid Forward Transaction, Share Purchase, Beneficial Ownership, SEC Filing, Schedule 13D, Electric Vehicles, Automotive, Capital Raise, Saudi Arabia
LCID
Lucid Group, INC
NASDAQ
Sector: TBD
Filings with Classifications
Better than expected
17 July 2025 8:38 AM
Strategic Partnership Announcement
- Lucid secured a minimum order of 20,000 vehicles, providing a substantial revenue pipeline.
- A $300 million private placement from Uber's subsidiary provides capital and validates the partnership.
- The strategic partnership with Uber and Nuro positions Lucid at the forefront of the autonomous robotaxi market.
Capital raise
17 July 2025 8:38 AM
Strategic Partnership Announcement
- Lucid and SMB Holding Corporation (a subsidiary of Uber) entered into a Subscription Agreement for a private placement.
- SMB Holding Corporation agreed to purchase Lucid Class A common stock equal to $300 million in cash.
- The purchase price per share is the arithmetic average of the daily volume-weighted average price of Lucid's common stock over 30 consecutive trading days ending prior to the VPA execution.
- The private placement is expected to close in Q3 2025, subject to regulatory approvals and customary closing conditions.
- Proceeds will fund non-recurring engineering costs for the Lucid Gravity Plus vehicles and general corporate purposes.
- SMB Holding Corporation may not transfer the shares for 18 months after closing.
Capital raise
6 June 2025 4:07 PM
Annual Meeting Results
- The Amended and Restated 2021 Stock Incentive Plan was approved, increasing the number of shares of Class A common stock available for issuance by 184,000,000 shares. While primarily for compensation, this represents a potential future issuance of equity that could dilute existing shareholders.
Worse than expected
6 May 2025 4:09 PM
Quarterly Report
- The company's net loss, while improved year-over-year, still indicates that the company is not profitable.
- The company's gross margin is still negative, indicating that the company is selling vehicles at a loss.
Worse than expected
6 May 2025 4:08 PM
Earnings Release
- The company reported a GAAP net loss per share of $(0.24) for Q1 2025.
Capital raise
10 April 2025 9:54 PM
Beneficial Ownership Update
- Lucid Group, Inc. priced an offering of $1,100,000,000 aggregate principal amount of 5.00% convertible senior notes due 2030.
- The settlement of the issuance of these notes occurred on April 8, 2025.
- Ayar Third Investment Company entered into a privately negotiated prepaid forward share purchase transaction for $430,000,000.80 in connection with the notes offering, which is intended to facilitate hedging by investors in the notes.
Capital raise
8 April 2025 8:05 PM
Pricing Announcement
- Lucid Group completed a private offering of $1.1 billion in 5.00% Convertible Senior Notes due 2030.
- The notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
- The initial purchasers had an option to purchase an additional $100 million in notes, which they exercised in full.
- Ayar Third Investment Company entered into a prepaid forward transaction to purchase approximately $430.0 million of Lucid's common stock.
Capital raise
2 April 2025 4:22 PM
Capital Raise Announcement
- Lucid is commencing a private offering of $1,000,000,000 aggregate principal amount of its Convertible Senior Notes due 2030.
- The initial purchasers of the notes will have an option to purchase up to an additional $100,000,000 aggregate principal amount of the notes.
- The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
Capital raise
25 February 2025 4:12 PM
Annual Results
- The company will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms, or at all.
- The company is pursuing additional financing through equity, equity-linked, or debt financing in the future.
Worse than expected
25 February 2025 4:12 PM
Annual Results
- The company reported a net loss of $2.7 billion for the year ended December 31, 2024.
- The company expects to continue to incur substantial losses and increasing expenses in the foreseeable future.
Delay expected
25 February 2025 4:12 PM
Annual Results
- The Midsize platform is currently in development, and is scheduled for start of production in late 2026.
Worse than expected
25 February 2025 4:09 PM
Earnings Release
- Lucid reported a GAAP net loss per share of $(1.25) for the full year 2024, indicating continued losses despite increased production and deliveries.
Worse than expected
7 November 2024 4:10 PM
Quarterly Report
- The company's net loss of $992.5 million in Q3 2024 and $2.3 billion for the nine months ended September 30, 2024, is worse than expected, despite a 45% increase in revenue.
Capital raise
7 November 2024 4:10 PM
Quarterly Report
- Lucid completed a public offering and private placement in October 2024, raising approximately $1.7 billion in gross proceeds.
- The company issued 100,000 shares of Series A Redeemable Convertible Preferred Stock to Ayar for $1.0 billion in March 2024.
- The company issued 75,000 shares of Series B Redeemable Convertible Preferred Stock to Ayar for $750 million in August 2024.
Worse than expected
7 November 2024 4:07 PM
Quarterly Report
- The company reported a significant net loss, indicating that it is not yet profitable.
- The cost of revenue is still significantly higher than the revenue, indicating that the company is not yet efficient in its production.
Capital raise
7 November 2024 4:07 PM
Quarterly Report
- Lucid completed a capital raise of approximately $1.75 billion in October 2024.
- The capital raise is intended to extend the company's financial runway well into 2026.
- The Public Investment Fund and other institutional investors participated in the capital raise.
Capital raise
4 November 2024 6:00 AM
SEC Form 4
- Lucid Group completed an underwritten public offering of 262,446,931 shares of its Class A common stock for aggregate gross proceeds of approximately $680 million.
- Ayar Third Investment Company purchased 374,717,927 shares of Issuer Class A common stock in a private placement for an aggregate purchase price of approximately $971 million.
- Ayar purchased from the Issuer an additional 21,470,459 shares of Common Stock for aggregate purchase price of approximately $56 million in a private placement.
Capital raise
18 October 2024 6:09 AM
Capital Raise Announcement
- Lucid Group is raising approximately $1.65 billion through a combination of a public offering and a private placement.
- The private placement with Ayar Third Investment Company will generate approximately $971 million.
- The public offering is expected to generate approximately $680 million.
- Ayar will purchase additional shares to maintain its ownership percentage.
Capital raise
16 October 2024 4:42 PM
Capital Raise Announcement and Preliminary Results
- Lucid is conducting a public offering of 262,446,931 shares of its common stock.
- Ayar Third Investment Company intends to purchase 374,717,927 shares in a private placement concurrently with the public offering.
- The underwriter has a 30-day option to purchase up to 39,367,040 additional shares.
- Ayar intends to purchase additional shares if the underwriter exercises its option to maintain its ownership stake.
Worse than expected
16 October 2024 4:42 PM
Capital Raise Announcement and Preliminary Results
- The estimated loss from operations of $765 million to $790 million is significant and indicates that the company is not yet profitable.
Better than expected
10 September 2024 9:05 AM
Technology and Manufacturing Day Presentation
- Lucid has already delivered more cars in 2024 than in all of 2023, indicating better than expected production and delivery numbers.
Capital raise
19 August 2024 9:04 AM
Private Placement Announcement
- Lucid Group has raised $750 million through the sale of Series B Convertible Preferred Stock to Ayar Third Investment Company.
- The shares were sold in a private placement.
- The company may need to raise additional capital in the future to fund its operations and growth.
Capital raise
5 August 2024 4:10 PM
Quarterly Report
- Lucid issued 100,000 shares of Series A redeemable convertible preferred stock to Ayar for $1.0 billion in gross proceeds.
- The company entered into a $750 million five-year unsecured delayed draw term loan credit facility with Ayar on August 4, 2024.
- Lucid also entered into a subscription agreement with Ayar on August 4, 2024, for the purchase of 75,000 shares of Series B convertible preferred stock for $750 million.
Worse than expected
5 August 2024 4:10 PM
Quarterly Report
- The company's net loss of $643.4 million for the quarter and $1.324 billion for the six months ended June 30, 2024, is worse than expected.
- The company's accumulated deficit of $11.5 billion as of June 30, 2024, is worse than expected.
Capital raise
5 August 2024 4:08 PM
Quarterly Report
- Lucid announced a commitment of $1.5 billion from an affiliate of the Public Investment Fund (PIF).
- This investment is expected to provide sufficient liquidity into at least the fourth quarter of 2025.
Worse than expected
5 August 2024 4:08 PM
Quarterly Report
- The company's net loss of $790.251 million and negative free cash flow of $741.302 million indicate worse than expected financial performance.
Capital raise
5 August 2024 4:07 PM
Capital Raise Announcement
- Lucid Group has secured $750 million through a private placement of Series B Convertible Preferred Stock.
- The company has also entered into a $750 million term loan agreement with Ayar Third Investment Company.
Capital raise
6 June 2024 4:10 PM
Annual Meeting Results
- The approval of the increase in shares available for issuance under the stock incentive plan could be used for future capital raising activities.
Worse than expected
24 May 2024 6:58 AM
Restructuring Announcement
- The company is reducing its workforce and incurring significant restructuring charges, which is generally viewed negatively by investors.
Capital raise
6 May 2024 4:14 PM
Quarterly Report
- Lucid secured a $1 billion investment through the issuance of Redeemable Convertible Preferred Stock to Ayar Third Investment Company.
- The company may need to raise additional funds through equity, equity-linked or debt financings in the future.
Worse than expected
6 May 2024 4:14 PM
Quarterly Report
- Despite increased revenue, the company's net loss remains substantial, indicating that it is not yet on a path to profitability.
Capital raise
6 May 2024 4:06 PM
Quarterly Report
- Lucid successfully raised $1.0 billion through a private placement to an affiliate of the Public Investment Fund (PIF).
Worse than expected
6 May 2024 4:06 PM
Quarterly Report
- The company reported a significant net loss of $680.859 million, which is worse than expected.
- The cost of revenue was significantly higher than the revenue generated, indicating challenges in achieving profitability.
Capital raise
25 April 2024 6:06 AM
Proxy Statement
- Ayar agreed to purchase 100,000 shares of our Series A Convertible Preferred Stock for an aggregate purchase price of $1,000,000,000 in a private placement.
- On March, 29, 2024, we issued the shares of Convertible Preferred Stock pursuant to the March 2024 Subscription Agreement and received aggregate proceeds of $1,000,000,000.
Capital raise
29 March 2024 5:08 PM
8-K Filing
- Lucid Group has raised $1 billion through the sale of Series A Convertible Preferred Stock to Ayar Third Investment Company.
- The capital raise is a private placement, not a public offering.
Capital raise
25 March 2024 8:07 AM
Private Placement Announcement
- Lucid Group is raising $1 billion through a private placement of Series A Convertible Preferred Stock.
- The investor is Ayar Third Investment Company, an affiliate of Saudi Arabia's Public Investment Fund.
- The preferred stock is convertible into common stock, potentially diluting existing shareholders.
- The capital raise is expected to close within 10 business days.
Capital raise
27 February 2024 4:09 PM
Annual Results
- The document mentions that Lucid will require incremental investment to meet AML's demand beyond the committed supply, and AML will decide whether to fund such investment.
- The document also mentions that Lucid may be eligible for a loan pursuant to the Advanced Technology Vehicles Manufacturing Loan Program administered by the U.S. Department of Energy.
Delay expected
27 February 2024 4:09 PM
Annual Results
- The document mentions delays in the acceptance of the Project under the Integration Agreement, which may impact timelines set out in the Supply Agreement.
Worse than expected
27 February 2024 4:09 PM
Annual Results
- The company's net loss of $2.8 billion was worse than expected, indicating ongoing financial challenges.
- The company's revenue decreased slightly in 2023 compared to 2022, which was worse than expected.
- The company's cost of revenue increased significantly in 2023, which was worse than expected.
Capital raise
21 February 2024 4:07 PM
Quarterly Report
- The document mentions that Lucid is reliant on future capital raises and funding strategies.
- The company's negative free cash flow and significant losses suggest that additional capital will be needed to fund operations.
Worse than expected
21 February 2024 4:07 PM
Quarterly Report
- Lucid's net loss of $2.83 billion for the year is significantly worse than the previous year's loss of $1.3 billion.
- The company's negative free cash flow of $3.4 billion for the year is also a significant concern.
- The cost of revenue is significantly higher than the revenue generated, indicating a lack of profitability.
Delay expected
15 February 2024 5:17 PM
Current Report
- The 2024 Annual Meeting is delayed by more than 30 days after the anniversary of the 2023 meeting.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.