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United States securities and exchange commission logo
July 2, 2021
Barry Engle
Chief Executive Officer
Lilium B.V.
505 Montgomery Street, Suite 1100
San Francisco, CA
Re: Lilium B.V.
Amendment No. 1 to
Registration Statement on Form F-4
Filed June 11, 2021
File No. 333-255800
Dear Ms. Engle:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
1, 2021 letter.
Form F-4/A filed June 11, 2021
What is the PIPE Financing?, page 11
1. Please highlight
material differences in the terms and price of securities issued at the time
of the IPO as compared
to private placements contemplated at the time of the business
combination. Disclose
if the SPAC s sponsors, directors, officers or their affiliates will
participate in the
private placement.
What interests do the Sponsor, Qell Initial Shareholders and Qell's
other current officers and
directors have in the Business Combination?, page 15
2. We note that in
response to prior comment one you included the aggregate market value
of the Private
placement Warrants as of March 31, 2021. Please revise to include the
Barry Engle
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Lilium B.V.LastNameBarry Engle
Comapany
July 2, 2021NameLilium B.V.
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aggregate market value of the Private Placement Warrants as of the
most recent
practicable date.
3. Please revise to disclose the current out of pocket expenses incurred
as of the most recent
practicable date.
What happens to the funds held in the Trust Account upon consummation of the
Business
Combination?, page 20
4. Please revise to quantify the other fees, costs and expenses that were
incurred by Qell and
other parties to the Business Combination Agreement.
Risk Factors, page 44
5. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
6. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
7. We note your response to prior comment 22. Please add risk factor
disclosure to discuss
whether your dual class structure could inhibit inclusion in certain
stock market indices,
and potential adverse effects on your market price and liquidity.
Vote of the Qell Initial Shareholders and Qell's Other Directors and Officers,
page 83
8. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Background of the Business Combination, page 94
9. We note your response to prior comment 6. Please disclose the initial
projections and
assumptions.
10. We note your response to prior comment 7. We note the role that your
Strategic advisor
played in your diligence and valuation. Please identify the Strategic
Advisor or tell us
why this information is not material to shareholders.
Lilium Prospective Financial Information, page 108
11. We note your revised disclosure in response to comment 8. Please
expand your disclosure
to further describe the key assumptions driving the significant growth
in your revenues
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Lilium B.V.LastNameBarry Engle
Comapany
July 2, 2021NameLilium B.V.
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and aircraft production volume for 2024 through 2027 and why you
believe the
assumptions are "reasonably achievable." Also disclose any factors or
contingencies that
might prevent such growth from ultimately materializing.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 162
12. We note your response to prior comment 14 and that you identify
multiple pro forma
adjustments to reflect the acquisition of Qell in Lilium s pro forma
financial statements.
Please expand your pro forma footnote disclosure to show how the total
acquisition price
was determined and disclose a schedule that shows how the acquisition
price was reflected
in assets, liabilities, equity and expense.
General
13. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
14. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
15. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
16. We note that J.P. Morgan and Barclays performed additional services
after the IPO and
part of the IPO underwriting fee was deferred and conditioned on
completion of a
business combination. Please quantify the aggregate fees payable to
J.P. Morgan and
Barclays that are contingent on completion of the business
combination. Please also
disclose the fees payable to Citigroup.
17. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
18. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
19. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
You may contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 if
Barry Engle
Lilium B.V.
July 2, 2021
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you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameBarry Engle Sincerely,
Comapany NameLilium B.V.
Division of
Corporation Finance
July 2, 2021 Page 4 Office of
Manufacturing
FirstName LastName