Filed by Churchill Capital Corp IV
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Churchill Capital Corp IV
Commission File No. 001-39408
The following is an email sent to employees of Atieva, Inc. d/b/a Lucid
Motors on July 22, 2021:
On behalf of Jonathan Butler
Dear Lucid Team:
I am writing to you in regard to the vote of CCIV shareholders that
is currently taking place. As you may have seen in the news, it remains possible to vote for the CCIV merger today (see link).
Given the higher required threshold for the proposal to adopt the post-closing company’s certificate of incorporation, which is
a condition to the closing of the merger, CCIV still needs additional votes to obtain approval for that proposal by a majority of its
outstanding shares. Proposal #2 amends and restates the Company’s charter, which will enable the financing of the transaction
to occur. CCIV shareholders have already approved the other proposals.
If you hold CCIV shares and have not yet done so, please consider voting
your shares today. If you held CCIV shares as of June 21, 2021 (the record date for the vote), please vote even if you no longer
hold those shares. There is no issue with voting CCIV shares that you hold under Lucid’s policies. Every vote matters.
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You
can vote online through a service provided by your broker by going to www.proxyvote.com
or proxypush.com. Before visiting the above websites please make sure you have your control
number which would have been mailed or emailed to all stockholders. I know this is technical
but critically important to the success of the company.
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If you have questions or need assistance voting please call MacKenzie
Partners, Churchill IV's proxy solicitor, toll-free, at (800) 322-2885. Overseas voters can call MacKenzie Partners
at (212) 929-5500
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Please check emails you may have received to ensure you have the control
number. The process only takes a minute and will help this transaction to close without delay and we can all participate in the success
and returns of Lucid going forward
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Sincerely,
Jonathan
IMPORTANT LEGAL INFORMATION
Additional Information About the Proposed Transactions and Where
to Find It
This communication does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed business combination, Churchill Capital Corp IV (“CCIV”) filed a registration statement on
Form S-4, as amended (the “Form S-4”), with the U.S. Securities and Exchange Commission (the “SEC”). The Form
S-4 was declared effective June 25, 2021. The Form S-4 includes a document that serves as a prospectus and proxy statement of CCIV, referred
to as a proxy statement/prospectus, that is both the proxy statement/prospectus which has been distributed to CCIV’s shareholders
in connection with CCIV’s solicitation of proxies for the vote by CCIV’s shareholders with respect to the proposed transaction
as described in the Form S-4 as well as the prospectus relating to the proposed business combination as described in the Form S-4. CCIV
also will file other documents regarding the proposed business combination with the SEC. Before making any voting decision, investors
and security holders of CCIV are urged to read the Form S-4 and all other relevant documents filed or that will be filed with the SEC
in connection with the proposed business combination as they become available because they will contain important information about the
proposed transaction. CCIV has mailed a definitive proxy statement/prospectus and other relevant documents to its shareholders of record
as of June 21, 2021, the record date established for the special meeting of stockholders relating to the proposed business combination.
Investors and security holders may obtain free copies of the Form S-4 and all other relevant documents filed or that will be filed with
the SEC by CCIV through the website maintained by the SEC at www.sec.gov. The documents filed by CCIV with the SEC also may be
obtained free of charge at CCIV’s website at: https://iv.churchillcapitalcorp.com/# or upon written request to 640 Fifth
Avenue, 12th Floor New York, NY 10019.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CCIV, Lucid and certain of their respective directors, executive officers
and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from
CCIV’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of CCIV’s shareholders in connection with the proposed transactions is set forth in CCIV’s
proxy statement/prospectus included in the Form S-4. Additional information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests is included in the proxy statement/prospectus. Shareholders, potential investors and
other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Trademarks
This communication contains trademarks, service marks, trade names
and copyrights of Lucid, CCIV and other companies, which are the property of their respective owners.
Forward-Looking Statements
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 may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates
and forecasts of financial and operational metrics, projections of market opportunity, market share and product sales, expectations and
timing related to commercial product launches, including the start of production and launch of the Lucid Air and any future products,
the performance, range, autonomous driving and other features of the Lucid Air, future market opportunities, including with respect to
energy storage systems and automotive partnerships, future manufacturing capabilities and facilities, future sales channels and strategies,
future market launches and expansion, potential benefits of the proposed business combination and PIPE investment (collectively, the “proposed
transactions”) and the potential success of Lucid’s go-to-market strategy, and expectations related to the terms and timing
of the proposed transactions. These statements are based on various assumptions, whether or not identified in this communication, and
on the current expectations of Lucid’s and CCIV’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lucid and CCIV.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed transactions,
including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the proposed transactions or that the approval of the shareholders
of CCIV or Lucid is not obtained; the outcome of any legal proceedings that may be instituted against Lucid or CCIV following announcement
of the proposed transactions; failure to realize the anticipated benefits of the proposed transactions; risks relating to the uncertainty
of the projected financial information with respect to Lucid, including conversion of reservations into binding orders; risks related
to the timing of expected business milestones and commercial launch, including Lucid’s ability to mass produce the Lucid Air and
complete the tooling of its manufacturing facility; risks related to the expansion of Lucid’s manufacturing facility and the increase
of Lucid’s production capacity; risks related to future market adoption of Lucid’s offerings; the effects of competition and
the pace and depth of electric vehicle adoption generally on Lucid’s future business; changes in regulatory requirements, governmental
incentives and fuel and energy prices; Lucid’s ability to rapidly innovate; Lucid’s ability to deliver Environmental Protection
Agency (“EPA”) estimated driving ranges that match or exceed its pre-production projected driving ranges; future changes to
vehicle specifications which may impact performance, pricing, and other expectations; Lucid’s ability to enter into or maintain
partnerships with original equipment manufacturers, vendors and technology providers; Lucid’s ability to effectively manage its
growth and recruit and retain key employees, including its chief executive officer and executive team; Lucid’s ability to establish
its brand and capture additional market share, and the risks associated with negative press or reputational harm; Lucid’s ability
to manage expenses; Lucid’s ability to effectively utilize zero emission vehicle credits; the amount of redemption requests made
by CCIV’s public shareholders; the ability of CCIV or the combined company to issue equity or equity-linked securities in connection
with the proposed transactions or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations
and inquiries; and the impact of the global COVID-19 pandemic on Lucid, CCIV, the combined company’s projected results of operations,
financial performance or other financial metrics, or on any of the foregoing risks; and those factors discussed in the Form S-4, CCIV’s
Annual Report on Form 10-K/A for the year ended December 31, 2020 and CCIV’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, in each case, under the heading “Risk Factors,” as well as other documents of CCIV filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that neither Lucid nor CCIV presently know or that Lucid and
CCIV currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Lucid’s and CCIV’s expectations, plans or forecasts of future events and views
as of the date of this communication. Lucid and CCIV anticipate that subsequent events and developments will cause Lucid’s and CCIV’s
assessments to change. However, while Lucid and CCIV may elect to update these forward-looking statements at some point in the future,
Lucid and CCIV specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Lucid’s and CCIV’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Churchill Capital Corp IV (NYSE:CCIV)
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Churchill Capital Corp IV (NYSE:CCIV)
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