▸ ADAS and autonomous vehicle technologies are subject to uncertain and evolving regulations.· · · · ● 1 ▸ Our distribution model primarily relies on a direct-to-consumer strategy.· · · · ● 1 ▸ Failure to attract customers, failure to complete the purchase process with customers, and customer cancellation of orders may have a material adverse impact on our business, prospects, results of operations and financial condition.· · · ● ● 2 ▸ Our Redeemable Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are senior to the rights of, our common stockholders.· · · ● ● 2 ▸ The holders of our RedeemableConvertible Preferred Stock are entitled to vote on an as-converted to common stock basis and have rights to approve certain actions, which reduces the relative voting power of the holders of our common stock.· · · ● ● 2 ▸ We may not be able to realize the anticipated benefits of our agreements with Aston Martin, Uber, and Nuro.· · ● ● ● 3 rw ▸ A global economic recession, downturn or other adverse economic conditions may have a material adverse impact on our business, prospects, results of operations and financial condition.· ● ● ● ● 4 rw ▸ We have incurred and may still incur substantially more debt.· ● ● ● ● 4 ▸ We may be unable to draw down the full amounts available under the ABL Credit Facility, the SIDF Loan Agreement, the 2025 GIB Credit Facility or the DDTL Credit Facility.· ● ● ● ● 4 rw ▸ We may be unable to raise the funds necessary should any cash amounts become payable upon mandatory conversion or in connection with a fundamental change or optional redemption in relation to our RedeemableConvertible Preferred Stock.· · · ● · 1 ▸ Reservations and orders for our vehicles are cancellable.· ● ● · · 2 ▸ A rating agency may not rate the 2026 Notes or may assign a rating that is lower than expected.● · · · · 1 ▸ ADAS technology is also subject to regulatory uncertainty, which exposes us to additional risks. See “— Risks Related to Litigation and Regulation — ADAS technology is subject to uncertain and evolving regulations.”● ● ● ● · 4 rw ▸ ADAS technology is subject to uncertain and evolving regulations.● ● ● ● · 4 ▸ Changes in U.S. trade policy, including the imposition of tariffs or revocation of normal trade relations and the resulting consequences, could adversely affect our business, prospects, results of operations and financial condition.● ● ● ● · 4 rw ▸ Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, global conflicts or other geopolitical events, health epidemics or pandemics, or security incidents.● ● ● ● · 4 rw ▸ Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Annual Report.● · · · · 1 ▸ Some provisions of Delaware law and our current certificate of incorporation and our current bylaws may deter third parties from acquiring us and diminish the value of our common stock and the 2026 Notes.● ● ● · · 3 rw ▸ The COVID-19 pandemic has adversely affected, and we cannot predict its ultimate impact on, our business, prospects, results of operations and financial condition.● ● · · · 2 rw ▸ The issuance of additional shares of our common stock or other equity or equity-linked securities, or sales of a significant portion of our common stock, could depress the market price of our common stock.● ● ● ● · 4 ▸ There is no guarantee that an active and liquid public market for our securities will be sustained.● · · · · 1 ▸ We are highly dependent on the services of Peter Rawlinson, our Chief Executive Officer and Chief Technology Officer.● ● ● · · 3 ▸ We ceased to be an emerging growth company, and now are required to comply with certain heightened reporting requirements, including those relating to auditing standards and disclosure about our executive compensation.● ● · · · 2 rw ▸ We do not have a third-party retail product distribution and full-service network.● ● ● ● · 4 rw ▸ We have received only a limited number of reservations for the Lucid Air, all of which may be cancelled.● · · · · 1 ▸ We may still incur substantially more debt or take other actions that would diminish our ability to make payments on our 2026 Notes when due.● · · · · 1 ▸ A failure to properly comply with foreign trade zone laws and regulations could increase the cost of our duties and tariffs.● ● ● ● ● 5 ▸ Changes in costs, changes of supply or shortage of materials, in particular for lithium-ion battery cells, could harm our business.● ● ● ● ● 5 rw ▸ Changing and at times, conflicting expectations from global regulations, our investors, customers and employees with respect to sustainability matters may impose additional costs on us or expose us to new or additional risks.● ● ● ● ● 5 rw ▸ Developments in EV or alternative fuel technology or improvements in the internal combustion engine may adversely affect the demand for our vehicles.● ● ● ● ● 5 rw ▸ Extended periods of low gasoline or other petroleum-based fuel prices could adversely affect demand for our vehicles, which would adversely affect our business, prospects, results of operations and financial condition.● ● ● ● ● 5 ▸ If our vehicles fail to perform as expected, our ability to develop, market and sell or lease our products could be harmed.● ● ● ● ● 5 ▸ If we fail to manage our growth effectively, we may not be able to develop, manufacture, distribute, market and sell our vehicles successfully.● ● ● ● ● 5 rw ▸ If we fail to successfully address these risks, they could materially harm our business, prospects, results of operations and financial condition.● ● ● ● ● 5 rw ▸ If we fail to successfully construct or tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed.● ● ● ● ● 5 rw ▸ It is more likely than not that we will not generate taxable income in time to use any of our NOL carryforwards and research and development credits before their expiration.● ● ● ● ● 5 rw ▸ Misconduct by our employees and independent contractors during and before their employment with us could expose us to potentially significant legal liabilities, reputational harm or other damages to our business.● ● ● ● ● 5 rw ▸ Our ability to generate meaningful product revenue will depend on consumer adoption of EVs.● ● ● ● ● 5 rw ▸ Our ability to use net operating loss carryforwards and certain other tax attributes may be limited.● ● ● ● ● 5 ▸ Our business and prospects depend significantly on our brand.● ● ● ● ● 5 ▸ Our financial results may vary significantly from period-to-period due to fluctuations in our production levels, operating costs, product demand and other factors.● ● ● ● ● 5 rw ▸ Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of stockholders’ investment.● ● ● ● ● 5 rw ▸ Our sales will depend in part on our ability to establish and maintain confidence in our long-term business prospects among consumers, the investment community and others within our industry.● ● ● ● ● 5 rw ▸ Our vehicles make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flame.● ● ● ● ● 5 rw ▸ Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.● ● ● ● ● 5 ▸ group Risks Related to Cybersecurity and Data Privacy● ● ● ● ● 5 ▸ group Risks Related to Financing and Strategic Transactions● ● ● ● ● 5 ▸ group Risks Related to Intellectual Property● ● ● ● ● 5 ▸ group Risks Related to Litigation and Regulation● ● ● ● ● 5 ▸ group Risks Related to Manufacturing and Supply Chain● ● ● ● ● 5 ▸ group Risks Related to Our Business and Operations● ● ● ● ● 5 ▸ group Risks Related to Our Common Stock● ● ● ● ● 5 ▸ group Risks Related to Our Employees and Human Resources● ● ● ● ● 5 ▸ group Risks Related to Public Company Requirements● ● ● ● ● 5 ▸ Some of our products contain open-source software, which may pose particular risks to our proprietary software, products and services in a manner that could harm our business.● ● ● ● ● 5 rw ▸ The PIF and Ayar beneficially own a significant equity interest in us and may take actions that conflict with other stockholders’ interests.● ● ● ● ● 5 rw ▸ The automotive industry has significant barriers to entry that we must overcome in order to manufacture and sell EVs at scale.● ● ● ● ● 5 rw ▸ The automotive market is highly competitive, and we may not be successful in competing in this industry.● ● ● ● ● 5 ▸ The conditional conversion feature of the Convertible Senior Notes, if triggered, may adversely affect our financial condition and operating results.● ● ● ● ● 5 rw ▸ The loss of key employees or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.● ● ● ● ● 5 rw ▸ The price of our common stock has been, and may continue to be, volatile, and this volatility may negatively impact the trading price of our common stock and the Convertible Senior Notes.● ● ● ● ● 5 rw ▸ The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.● ● ● ● ● 5 ▸ The unavailability, reduction or elimination of certain government and economic programs could have a material adverse effect on our business, prospects, financial condition and results of operations.● ● ● ● ● 5 ▸ Unanticipated tax laws or any change in the application of existing tax laws to us or our customers or any change to our corporate structure may adversely impact our profitability and business.● ● ● ● ● 5 ▸ Uninsured or underinsured losses could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.● ● ● ● ● 5 rw ▸ We are subject to governmental export and import controls and laws that could subject us to liability if we are not in compliance with such laws.● ● ● ● ● 5 ▸ We are subject to various environmental, health and safety laws and regulations that could impose substantial costs on us and cause delays in expanding our production facilities.● ● ● ● ● 5 ▸ We currently depend primarily on revenue generated from a limited number of models and anticipate continuing to be significantly dependent on a limited number of models in the foreseeable future.● ● ● ● ● 5 rw ▸ We do not anticipate paying any cash dividends for the foreseeable future.● ● ● ● ● 5 ▸ We face challenges providing charging solutions for our vehicles, both domestically and internationally.● ● ● ● ● 5 rw ▸ We face risks associated with international operations, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business.● ● ● ● ● 5 rw ▸ We have experienced and may in the future experience significant delays in the design, launch and manufacture of our vehicles, including the Lucid Air, the LucidGravity and our upcoming Midsize platform, which could harm our business and prospects.● ● ● ● ● 5 rw ▸ We have in the past and may choose in the future, or we may be compelled, to undertake product recalls or take other actions, which could adversely affect our business, prospects, results of operations, reputation and financial condition.● ● ● ● ● 5 rw ▸ We have incurred net losses each year since our inception and expect to incur increasing expenses and substantial losses for the foreseeable future.● ● ● ● ● 5 ▸ We have limited experience in high volume manufacture of our vehicles.● ● ● ● ● 5 rw ▸ We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.● ● ● ● ● 5 ▸ We may be exposed to delays, limitations and risks related to the environmental permits and other operating permits required to construct and operate our manufacturing facilities.● ● ● ● ● 5 rw ▸ We may be sued by third parties for alleged infringement, misappropriation or other violation of their intellectual property, which could be time-consuming and costly and result in significant legal liability.● ● ● ● ● 5 ▸ We may be unable to adequately control the substantial costs associated with our operations.● ● ● ● ● 5 ▸ We may become subject to product liability and warranty-related claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.● ● ● ● ● 5 rw ▸ We may face regulatory limitations on our ability to sell vehicles directly, which could materially and adversely affect our ability to sell our vehicles.● ● ● ● ● 5 ▸ We may not be able to identify adequate strategic relationship opportunities or form strategic relationships, in the future.● ● ● ● ● 5 ▸ We must develop complex software and technology systems, including in coordination with vendors and suppliers, in order to produce our EVs, and there can be no assurance such systems will be successfully developed.● ● ● ● ● 5 rw ▸ We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security and costs.● ● ● ● ● 5 ▸ We will need to hire, retain, and train a significant number of employees for our business operations, and our business could be adversely affected by labor and union activities.● ● ● ● ● 5 rw ▸ We will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms, or at all.● ● ● ● ● 5 
