United States securities and exchange commission logo

                             June 1, 2021

       Barry Engle
       Chief Executive Officer
       Lilium B.V.
       505 Montgomery Street, Suite 1100
       San Francisco, CA

                                                        Re: Lilium B.V.
Statement on Form F-4
                                                            Filed May 5, 2021
                                                            File No. 333-255800

       Dear Ms. Engle:

              We have reviewed your 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-4 filed May 5, 2021

       What interests do the Sponsor, Qell Initial Shareholders and Qell's
other current officers and
       directors have in the Business Combination?, page 13

   1.                                                   Please include the
aggregate market value of the Private Placement Warrants as of the
                                                        most practicable date.
   2.                                                   Please disclose whether
there are any outstanding working capital loans.
       Adverse publicity stemming from any incident involving, page 62

   3.                                                   We note your disclosure
that your insurance may be inapplicable to cover any incident or
                                                        accident and that you
may have to bear substantial losses from an incident or accident.
                                                        Please disclose whether
your insurance covered the losses you sustained the fire in
 Barry Engle
Lilium B.V.LastNameBarry Engle
June 1, 2021NameLilium B.V.
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FirstName LastName
         February 2020.
Background of the Business Combination, page 94

4.       We note that you considered over 100 different potential business
         targets. Please substantially revise your disclosure to provide
additional detail, including
         timing and how the discussions with other potential targets overlapped
with one another
         and with Lilium. Please describe the potential terms discussed and the
progress of those
         discussions. Also provide the dates of board meetings at which the
management team
         communicated with the board, how many candidates they presented to the
board, what
         recommendations they made, whether financial advisors were involved,
and further
         information on the board   s decision-making process.
5.       Please revise your disclosure in this section to include negotiations
relating to material
         terms of the transaction, including, but not limited to, structure,
consideration, proposals
         and counter-proposals. In your revised disclosure, please explain the
reasons for the terms,
         each party's position on the issues, and how you reached agreement on
the final terms.
6.       We note your disclosure on page 99 that Qell and Lilium made
adjustments to Lilium   s
         financial projections to reflect the revised amount of PIPE proceeds.
Please disclose the
         projections and assumptions.
7.       Please identify the Strategic Advisor.
The Business Combination
Lilium Prospective Financial Information, page 105

8.       Although you provide a table of selected prospective financial
measures for fiscal years
         2024 through 2027, no similar detail is presented for fiscal years
2021 through 2023.
         Please revise to include a uniform presentation for each fiscal year
or explain to us why
         such information is impracticable and/or not useful to investors. If
prepared by
         management, also include Lilium's net income (loss) projections for
each of the related
9.       Please revise to disclose the extent to which your projected revenues
and production
         volumes are subject to formal sales agreements. In addition, if a
material portion of your
         projected financial measures are concentrated with an individual
customer(s), separately
         quantify and discuss these concentrations.
10.      We note your disclosure on page 107 that the financial projections
were based on
         numerous variables, estimates, and assumptions. Please revise to
describe such variables,
         estimates and assumptions with greater specificity and quantify where
11.      Refer to your statement that "Lilium undertakes no obligation to
update or otherwise
         revise or reconcile the above the Lilium Projections to reflect
circumstances existing after
         the date the Lilium Projections were generated or to reflect the
occurrence of future
         events, even in the event that any or all of the assumptions
underlying such information
 Barry Engle
Lilium B.V.LastNameBarry Engle
June 1, 2021NameLilium B.V.
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FirstName LastName
         are shown to be in error.    Please tell us the basis for your
apparent belief that you can
         limit your obligation to update your prospectus in this manner. In
particular, this assertion
         does not appear consistent with the requirements of Item 408 of
Regulation C and your
         proposed use of the prospectus over a period of time in connection
with a continuous
         offering of shares pursuant to the exchange offer.
Material Tax Consequences, page 113

12.      If counsel elects to file a short form tax opinion, both the opinion
and the information in
         the joint proxy statement/prospectus must state clearly that the
discussion in the joint
         proxy statement/prospectus constitutes counsel's opinion.
13.      We note your disclosure that the Merger should constitute a
reorganization under Section
         368(a)(1)(F) of the Code. Please have counsel explain why it cannot
give a    will    opinion
         and to describe the degree of uncertainty in the opinion. Please also
include a risk factor
         setting forth the risks of uncertain tax treatment to investors.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 158

14.      You disclose within your description of pro forma adjustment (D) that
  22.6 million of
         Qell transaction costs have been excluded from the pro forma statement
of operations.
         Please reflect such expenses within the pro forma statement of
operations, similar to your
         treatment of the Lilium transaction costs, or tell us why you believe
no adjustment is
Business of Lilium and Certain Information About Lilium
Our Strategy, page 164

15.      We note your discussions of "contribution margin" on pages 164-165 and
173. Please
         revise your filing to specify how you define and calculate
contribution margin. A
         discussion of the material expenses excluded from contribution margin
may also be useful
         to investors. Also revise to indicate that contribution margin is not
a term defined under
         IFRS and that your calculation of contribution margin may be different
than those used by
         other registrants.
Safety and Performance, page 177

16.      We note your disclosure that In February 2020 your prototype was
destroyed in a fire.
         Please disclose whether the investigations related to the incident
have been complete and
         results of such investigations. Pease also revise your risk factor
disclosures to state
         whether there were any injuries, causalities or additional damages as
a result of the fire.
Lilium's Management's Discussion and Analysis of Financial Condition and
Results of
Critical Accounting Estimates
 Barry Engle
Lilium B.V.LastNameBarry Engle
June 1, 2021NameLilium B.V.
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FirstName LastName
Share-Based Compensation, page 193

17.      We note your disclosure that the value of each share option was
determined to be the
         value of the underlying common share less the exercise price since
"recent option
         grants...have been deep in-the-money at their respective grant dates."
Please tell us in
         sufficient detail how you determined intrinsic value represents an
appropriate fair value
         measurement for your options under paragraph 17 of IFRS 2. Also
reconcile your
         disclosure here to the disclosure on page F-50 discussing inputs to
the option pricing
         "models used." If the intrinsic value valuation applies only to
"recent option grants," tell
         us the number of options valued using intrinsic value, the total fair
value related to such
         option issuances, and the periods over which the compensation will be
recognized. If
         your intrinsic value disclosure applies to the valuation of
cash-settled options at fiscal
         year-end, revise your disclosures to clarify, and explain how
intrinsic value represents an
         appropriate fair value.
Audited Consolidated Financial Statements of Lilium GmbH
Notes to the Consolidated Financial Statements
20. Share-based Payments, page F-48

18.      We note that the original terms of your share options allowed holders
to settle in cash or
         shares only if an "exit event" occurs. We further note that the
options were modified in
         November 2020 to give you the discretion to settle them in cash or
shares. Please address
         the following comments related to your share options:

                Considering the options appear to be cash-settleable only upon
a contingent event,
              tell us how you determined that the shares qualified for
classification as cash-settled.
              Cite the authoritative IFRS accounting guidance you relied upon,
such as IAS 37, in
              determining whether to classify the options as cash-settled or

                In regards to the option modification, provide the disclosures
required by paragraph
              47(c) of IFRS 2 in your next amendment. For the post-modification
options that
              continue to be classified as cash-settled awards, also explain to
us in sufficient detail
              why, consistent with your accounting policy disclosure on page
F-35, it appears they
              have not been reclassified within equity considering you believe
the exit event is not

Exhibit 4.1, page II-1

19.      We note that the form of warrant agreement filed as Exhibit 4.1
provides that any action,
         proceeding, or claim arising out of or relating in any way to the
agreement shall be
         brought and enforced in the courts of the State of New York or the
United States District
         Court for the Southern District of New York, and that the company
irrevocably submits to
         such jurisdiction, which jurisdiction shall be exclusive. We also note
that the parties
 Barry Engle
Lilium B.V.
June 1, 2021
Page 5
         waive any objection to such    exclusive jurisdiction.    If this
provision requires investors
         in this offering to bring any such action, proceeding, or claim in the
courts of the State of
         New York or the United States District Court for the Southern District
of New York,
         please disclose such provision in your registration statement, and
disclose whether this
         provision applies to actions arising under the Securities Act or
Exchange Act. If
         the provision applies to actions arising under the Securities Act or
Exchange Act, please
         also add related risk factor disclosure. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
provision in the
         warrant agreement states this clearly.

20.      Please revise your letter to Qell shareholders to state the equity and
voting interests of the
         shareholders of Holdco after the business combination.
21.      Please add a question and answer highlighting any material differences
in the rights of
         security holders as result of the dual class structure. Please also
disclose the voting
         percentages of the shareholders.
22.      Please expand your cover page disclosure to briefly discuss the
contemplated dual-class
         structure and the relative voting rights of Class A Shares and Class B
Shares. In addition,
         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.
23.      Please disclose the intended use for the funds in the Trust and PIPE.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 if
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

FirstName LastNameBarry Engle                                   Sincerely,
Comapany NameLilium B.V.
June 1, 2021 Page 5                                             Division of
Corporation Finance
FirstName LastName                                              Office of