Lilium N.V. (NASDAQ: LILM) (“Lilium” or the “Company”), developer
of the first all-electric vertical take-off and landing (“eVTOL”)
jet and global pioneer in Regional Air Mobility (RAM), announced a
$114 million financing, including the pricing of a $40 million
underwritten public offering of 38,095,238 of the Company's Class A
ordinary shares (the “Shares”) and warrants to purchase 38,095,238
Shares (the “Warrants” and, together with the Shares, the
“Securities”), as well as a concurrent $50 million private
placement of 47,573,111 Shares and warrants to purchase 47,573,111
Shares (“PIPE Warrants” and, together with the PIPE Shares, the
“PIPE Securities”) including by BIT Capital, Earlybird Venture
Capital and Aceville Pte. Limited, an affiliate of Tencent Holdings
Limited (“Aceville”), as well as certain Lilium board members (the
“PIPE”). Additionally, the Company will issue to Aceville (i)
a pro rata warrant to purchase 24,233,035 Shares at an exercise
price of $1.05 per Share (the “Aceville Pre-Funded Warrant”), and
Aceville has agreed to partially prepay $1.00 of the total
exercise price of the Aceville Pre-Funded Warrant for an aggregate
prepay price of $24.23 million (the “Aceville Pre-Funding”) and
(ii) an accompanying PIPE Warrant to purchase 24,233,035 Shares
(the “Aceville PIPE Warrant and, together with the Aceville
Pre-Funded Warrant, the “Aceville Warrants”), subject to the
satisfaction of customary closing conditions and the receipt of
shareholder approval for an increase in the Company’s authorized
share capital. The number of PIPE Securities and Aceville Warrants
issued to Aceville will be reduced or increased at its closing such
that, after giving effect to the public offering and the PIPE, the
amount of Class A Shares then owned by Aceville and its affiliates
equals 19.8% for voting purposes and an amount pro rata of the
outstanding Class A Shares on a fully diluted basis, subject to
certain adjustments and limitations.
In connection with the underwritten public
offering, the price of the 38,095,238 Shares and accompanying
Warrants being sold to the public is $1.05 per Share and
accompanying Warrant, and the Warrants are exercisable at an
exercise price of $1.50 per Share. The Company has granted to the
underwriter an option to purchase up to 5,714,285 additional Shares
and accompanying Warrants for the next 30 days, solely to cover
over-allotments. B. Riley Securities is serving as the sole
bookrunner and underwriter for the underwritten public
offering.
The Securities being offered pursuant to the
underwritten public offering are being offered pursuant to a shelf
registration statement on Form F-3 (File No. 333-267719) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”),
which the SEC declared effective on October 12, 2022. A preliminary
prospectus supplement related to the underwritten public offering
was filed with the SEC on May 23, 2024, and a final prospectus
supplement will be filed with the SEC. The preliminary prospectus
supplement is and the final prospectus supplement will be available
on the SEC’s website located at http://www.sec.gov or may be
obtained from B. Riley Securities, Inc., Attention: Prospectus
Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia
22209; Telephone: (703) 312-9580, or by emailing
prospectuses@brileyfin.com.
In connection with the concurrent PIPE, the
Company entered into securities purchase agreements with a number
of investors including BIT Capital, Earlybird Venture Capital and
Aceville, as well as certain Lilium board members, for the purchase
and sale of an aggregate of 47,573,111 Shares and warrants to
purchase 47,573,111 Shares for $1.05 per Share and accompanying
warrant. Each warrant issued in the PIPE will be exercisable for
one Share at an exercise price of $1.50 per Share following the
receipt of shareholder approval for an increase in the Company’s
authorized share capital. The warrants will expire six years from
the date of issuance. The securities purchase agreements contain
customary registration rights.
The Company intends to use the net proceeds from
the underwritten public offering, the PIPE and the Aceville
Pre-Funding to continue to fund the development and operations of
the Company and for general corporate purposes.
The public offering is expected to close on May
29¸ 2024, approximately $26 million of the PIPE is expected to
close on May 31, 2024 and approximately $24 million of the PIPE is
expected to close on June 28, 2024, in each case subject to
satisfaction of customary closing conditions.
Neither the underwritten public offering nor the
PIPE is conditional on the other. The securities are being issued
pursuant to the exemptions provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Regulation S, have not been registered under the Securities Act or
any state or other applicable jurisdiction’s securities laws, and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and applicable state or other jurisdiction’s
securities laws.
This press release does not constitute an offer
to sell nor a solicitation of an offer to buy, nor shall there be
any sale of the Shares or warrants in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
Contact Information for Media:Rainer Ohler+49
172 4890353press@lilium.com
Contact Information for Investors:Rama
BondadaVice President, Investor Relationsinvestors@lilium.com
About Lilium
Lilium (NASDAQ: LILM) is creating a sustainable
and accessible mode of high-speed, regional transportation for
people and goods. Using the Lilium Jet, an all-electric vertical
take-off and landing jet, designed to offer leading capacity, low
noise, and high performance with zero operating emissions, Lilium
is accelerating the decarbonization of air travel. Working with
aerospace, technology, and infrastructure leaders, and with
announced sales and indications of interest in Europe, the United
States, China, Brazil, the UK, the United Arab Emirates, and the
Kingdom of Saudi Arabia, Lilium’s 1000+ strong team includes
approximately 500 aerospace engineers and a leadership team
responsible for delivering some of the most successful aircraft in
aviation history. Founded in 2015, Lilium’s headquarters and
manufacturing facilities are in Munich, Germany, with teams based
across Europe and the U.S. To learn more, visit www.lilium.com.
Important information
No announcements or information regarding the
underwritten public offering may be disseminated to the public in
jurisdictions where a prior registration or approval is required
for such purpose. No steps have been taken, or will be taken, for
the offering of the Shares of the warrants in any jurisdiction
where such steps would be required. The issue or sale of the Shares
and the warrants, and the subscription for or purchase of the
Shares and the warrants, are subject to special legal or statutory
restrictions in certain jurisdictions. Lilium is not liable if
these restrictions are not complied with by any other person.
This press release is not a prospectus for the
purposes of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 (the “Prospectus Regulation”)
and has not been approved by any regulatory authority in any
jurisdiction. Lilium has not authorized any offer to the public of
the Shares or the warrants in any member state of the European
Economic Area (“EEA”) and no prospectus has been or will be
prepared in connection therewith. In any EEA member state, this
communication is only addressed to and is only directed at
qualified investors in that member state within the meaning of the
Prospectus Regulation.
In the United Kingdom, this document and any
other materials in relation to the Shares and the warrants
described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only
with, “qualified investors” who are (i) persons having professional
experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). In the United Kingdom,
any investment or investment activity to which this communication
relates is available only to, and will be engaged in only with,
relevant persons. Persons who are not relevant persons should not
take any action on the basis of this document and should not act or
rely on it.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the U.S. federal
securities laws, including, but not limited to, the expected
closing of the underwritten public offering, the PIPE and the
Aceville Pre-Funding described herein and the use of proceeds
therefrom. These forward-looking statements generally are
identified by the words “anticipate,” “believe,” “expect,”
“estimate,” “future,” “intend,” “may,” “plan,” “project,” “should,”
“strategy,” “will,” “would” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on management’s
current expectations with respect to future events and are based on
assumptions and are subject to risks and uncertainties that are
subject to change at any time. Actual events or results may differ
materially from those contained in the forward-looking statements.
Factors that could cause actual future events to differ materially
from the forward-looking statements in this press release include
the risk that the offerings described herein are not consummated on
a timely basis or at all as well as those risks and uncertainties
discussed in Lilium’s filings with the U.S. Securities and Exchange
Commission (the “SEC”), including in the section titled “Risk
Factors” in our Annual Report on Form 20-F for the year ended
December 31, 2023, on file with the SEC, and similarly titled
sections in Lilium’s other SEC filings, all of which are available
at www.sec.gov. We caution investors not to rely on the
forward-looking statements contained in this press release. You are
encouraged to read our filings with the SEC available at
www.sec.gov for a discussion of these and other risks or
uncertainties. Forward-looking statements speak only as of the date
they are made. You are cautioned not to put undue reliance on
forward-looking statements, and Lilium assumes no obligation to,
and does not intend to, update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise. Lilium’s business is subject to substantial risks and
uncertainties including those described in Lilium’s filings with
the SEC referenced above. Investors, potential investors and others
should give careful consideration to these risks and
uncertainties.
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