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Lilium Announces Launch of Offering of Class A Shares and Warrants

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Lilium announced the launch of an underwritten public offering of its Class A shares and warrants, alongside a concurrent private placement (PIPE) involving notable investors like BIT Capital and Tencent affiliate Aceville Pte.

Aceville will also receive a pre-funded warrant and an additional PIPE warrant, subject to shareholder approval and customary conditions. The offering will be managed by B. Riley Securities.

The proceeds from these offerings will fund Lilium's development operations and general corporate purposes. The underwritten public offering is contingent on market conditions and regulatory approvals, and a preliminary prospectus will be available through the SEC's website.

The shares in the PIPE will be sold at $1.05 per share, with warrants exercisable at $1.50 per share, expiring six years from issuance. The securities in the PIPE will not be registered under the Securities Act.

Positive
  • Lilium secured investments from prominent investors like BIT Capital and Aceville, an affiliate of Tencent.
  • Proceeds from offerings will fund continued development and operations, aiding future growth.
  • Offering includes a concurrent private placement (PIPE), adding to financial flexibility.
  • Opportunity for additional 15% shares and warrants to cover over-allotments, indicating potential high demand.
Negative
  • Dependence on market, regulatory, and other conditions creates uncertainty about the offering's completion.
  • Shareholder approval needed for increase in authorized share capital could delay the process.
  • Potential dilution of shares due to the new issuance of Class A shares and warrants.
  • No assurance on the actual size or terms of the offering, adding to the uncertainty.

Lilium's announcement of a public offering of Class A shares and warrants is notable for several reasons. Firstly, this move reflects the company's ongoing need to raise capital, likely due to the significant financial demands inherent in developing advanced technologies such as eVTOL jets. The concurrent private placement involving major investors like BIT Capital and Aceville indicates a strong backing from venture capital and strategic partners, which is a positive signal for potential investors.

This offering includes both new shares and warrants, which means investors are given the right, but not the obligation, to purchase additional shares at a predetermined price in the future. The exercise price of $1.50 per share for PIPE Warrants, compared to the purchase price of $1.05 per share, provides a potential upside, should Lilium's stock price appreciate significantly in the coming years. However, retail investors should be cautious about the dilution effect, as issuing new shares can reduce the value of existing shares.

The fact that B. Riley Securities is the sole bookrunner and underwriter also adds credibility, as they are taking on the responsibility to sell the securities, which shows confidence in Lilium's potential. However, the completion of the offering is still subject to market and regulatory conditions, which introduces an element of uncertainty.

In the short term, this offering could cause some volatility in Lilium’s stock price due to the dilution and market perception of the company’s financial health. In the long term, however, the capital raised can fuel the continued development of their innovative eVTOL jet technology, which could lead to robust growth prospects if they succeed in their vision.

Rating: 1

The launch of Lilium’s public offering holds considerable implications for the Regional Air Mobility (RAM) market and the overall eVTOL industry. Lilium is positioning itself as a pioneer in this emergent field, with substantial backing from prominent venture capital firms and strategic partners like Tencent Holdings. This indicates confidence in the future growth of the RAM sector.

The participation of notable investors in the concurrent private placement (PIPE) underscores the growing interest and belief in eVTOL technology's potential to revolutionize urban and regional transport. This could herald a broader acceptance and accelerated development within the industry, driving investment not only into Lilium but also into similar ventures.

For retail investors, this move can be seen as a double-edged sword. On one hand, increased funding will enable Lilium to continue developing their cutting-edge technology and potentially secure a first-mover advantage. On the other hand, the dilution of shares and the inherent risks associated with high-tech, high-capital ventures should be carefully weighed.

In addition, the scheduled public offering aligns with Lilium’s long-term strategy to scale operations and bring their eVTOL jets to market. The success of this offering could serve as a barometer for market confidence in the broader RAM sector.

Rating: 1

MUNICH, Germany, May 23, 2024 (GLOBE NEWSWIRE) -- 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 today that it has launched an underwritten public offering of the Company’s Class A ordinary shares (the “Shares”) and warrants to purchase Shares (the “Warrants” and, together with the Shares, the “Securities”), as well as a concurrent private placement offering of Shares and warrants to purchase Shares (“PIPE Warrants”) including to 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 Shares (the “Aceville Pre-Funded Warrant”) and Aceville has agreed to partially prepay a portion of the total exercise price of the Aceville Pre-Funded Warrant (the “Aceville Pre-Funding”) and (ii) an accompanying PIPE Warrant to purchase Shares, subject to satisfaction of customary closing conditions and the receipt of shareholder approval for an increase in the Company’s authorized share capital.

In connection with the underwritten public offering, the Company expects to grant to the underwriter an option to purchase up to 15% additional Shares and accompanying Warrants sold in the underwritten public offering during the 30 days after the offering prices, solely to cover over-allotments. B. Riley Securities is serving as the sole bookrunner and underwriter for the underwritten public offering. The underwritten public offering is subject to market, regulatory and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the 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 will be filed with the SEC, will form a part of the effective registration statement, and will be available on the SEC’s website located at http://www.sec.gov or may be obtained from B. Riley Securities, 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, a number of investors, including BIT Capital, Earlybird Venture Capital and Aceville, as well as certain Lilium board members, agreed to purchase Shares for $1.05 per Share and accompanying warrant. Each PIPE Warrant 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 PIPE 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.

Neither the underwritten public offering nor the PIPE is conditional on the other. The securities sold in the PIPE 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 4890353
press@lilium.com

Contact Information for Investors:
Rama Bondada
Vice President, Investor Relations
investors@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 consummation 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.


FAQ

What is Lilium's new public offering about?

Lilium announced an underwritten public offering of its Class A shares and warrants, along with a concurrent private placement involving notable investors.

When was Lilium's public offering announced?

Lilium announced the public offering on May 23, 2024.

What is the purpose of Lilium's public offering?

The proceeds will be used to fund Lilium's development and operations and for general corporate purposes.

Who are the notable investors in Lilium's private placement?

Notable investors include BIT Capital, Earlybird Venture Capital, and Aceville, an affiliate of Tencent.

What is the role of B. Riley Securities in Lilium's offering?

B. Riley Securities is serving as the sole bookrunner and underwriter for Lilium's underwritten public offering.

How much will shares in the PIPE be sold for?

Shares in the PIPE will be sold for $1.05 per share.

What is the exercise price for the PIPE warrants in Lilium's offering?

The exercise price for the PIPE warrants is $1.50 per share.

What conditions need to be satisfied for the issuance of PIPE warrants?

The issuance of PIPE warrants is subject to shareholder approval for an increase in the company’s authorized share capital.

How long will the PIPE warrants be valid?

The PIPE warrants will expire six years from the date of issuance.

Lilium N.V.

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