MUNICH and SAN FRANCISCO,
May 6, 2021 /PRNewswire/ -- Qell
Acquisition Corp. ("Qell"), a publicly traded special purpose
acquisition company (Nasdaq: QELL), announced today that on
May 5, 2021, Lilium B.V., a newly
created holding company ("Holdco"), filed with the U.S. Securities
and Exchange Commission ("SEC") a registration statement on Form
F-4 (the "Registration Statement"), which includes a
preliminary proxy statement/prospectus, in connection with the
previously announced business combination with Lilium
GmbH ("Lilium"), a company developing electric vertical
takeoff and landing ("eVTOL") jets.
Prior to the consummation of the business combination, Holdco
will be converted into a Dutch public limited liability company
(naamloze vennootschap) and will change its name to Lilium N.V. and
Lilium will become a wholly-owned subsidiary thereof. Following the
business combination, Barry Engle is
expected to join the Board of Holdco, along with certain current
Board members of Lilium, including former Airbus CEO Dr.
Thomas Enders. While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about Qell, Lilium, and Holdco and the
proposed business combination.
Completion of the business combination is subject to approval by
Qell's stockholders, the Registration Statement being declared
effective by the SEC, and the satisfaction or waiver of other
customary closing conditions identified in the business combination
agreement.
About Lilium
Lilium's vision is to create a sustainable and accessible mode
of high-speed, regional transportation. Using the 7-Seater Lilium
Jet, an electric vertical take-off and landing jet, offering
leading capacity, low noise and high performance, Lilium is
building a transport network and service for people and goods.
Working with aerospace, technology and infrastructure leaders,
commercial operations are planned to launch in 2024. Lilium's
600+-strong team includes approximately 400 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
About Qell
Formed in San Francisco in
August 2020, Qell Acquisition Corp.
(Nasdaq: QELL) is a publicly-traded special purpose acquisition
company created to invest in a high-growth business in the
next-generation mobility, transportation or sustainable industrial
technology markets. The management team, led by Barry Engle and Sam
Gabbita, has deep experience and networks across both
incumbents and emerging technology companies in their target
sectors.
Important Information About the Proposed Business Combination
and Where to Find It
A full description of the terms of the business combination is
provided in the Registration Statement filed with the SEC by Lilium
B.V., which will later be converted into a Netherlands public limited liability company
(naamloze vennootschap) ("Lilium N.V.") that includes a prospectus
with respect to Lilium N.V.'s securities to be issued in connection
with the business combination and a proxy statement with respect to
the shareholder meeting of Qell to vote on the business
combination. Qell urges its investors, shareholders and other
interested persons to read, when available, the preliminary proxy
statement/prospectus filed with the SEC and documents incorporated
by reference therein because these documents will contain important
information about Qell, Lilium and the business combination. After
the registration statement is declared effective, the definitive
proxy statement/prospectus to be included in the registration
statement will be mailed to shareholders of Qell as of a record
date to be established for voting on the proposed business
combination. Shareholders are able to obtain a copy of the
Registration Statement, including the proxy statement/prospectus,
and other documents filed with the SEC without charge by directing
a request to: Qell, info@qellspac.com. These documents will also be
made available on Qell's website. The preliminary and definitive
proxy statement/prospectus to be included in the registration
statement may also be obtained, without charge, on the SEC's
website (www.sec.gov).
Participants in the Solicitation Process
Qell, Lilium, Lilium N.V. and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from Qell's stockholders with respect to the business
combination. A list of the names of those directors and executive
officers and a description of their interests in Qell has been
filed in the Registration Statement, which has includes the proxy
statement/prospectus, for the proposed business combination and is
available, without charge, at www.sec.gov.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including, but
not limited to, statements regarding Lilium's, Qell's and Lilium
N.V.'s proposed business and business model, the markets and
industry in which Lilium, Qell and Lilium N.V. (collectively, the
"Lilium Group") intend to operate, and the anticipated timing of
the commercialization and launch of the Lilium Group's business.
These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Such statements are based on
management's belief or interpretation of information currently
available. 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 subject to risk and uncertainties and
subject to change at any time. The Lilium Group will operate in a
rapidly changing emerging industry. New risks emerge every day.
Given these risks and uncertainties, you should not rely on or
place undue reliance on these forward-looking statements. Actual
events or results may differ materially from those contained in the
projections or forward-looking statements.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including, but not limited to, the following risks: (i)
the business combination may not be completed in a timely manner or
at all, which may adversely affect the price of Qell's securities;
(ii) the business combination may not be completed by Qell's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Qell; (iii) the parties' failure to satisfy the conditions to the
consummation of the business combination, such as Qell's
shareholders or Lilium's shareholders failing to adopt the business
combination agreement, failing to satisfy the minimum trust account
amount following redemptions by Qell's public shareholders or an
inability to secure necessary governmental and regulatory
approvals; (iv) the Lilium Group's ability to implement business
plans, operating models, forecasts and other expectations and
identify and realize additional business opportunities after the
completion of the proposed business combination; (v) the failure of
the Lilium Group and its current and future business partners to
successfully develop and commercialize the Lilium Group's business
or significant delays in its ability to do so; (vi) the Lilium
Group's inability to secure or protect its intellectual property;
(vii) the effect of the announcement or pendency of the proposed
business combination on Lilium Group's business relationships,
performance and operations generally; and (viii) the outcome of any
legal proceedings that may be instituted against Qell or the Lilium
Group related to the proposed business combination. The foregoing
list of factors is not exhaustive. 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 the Lilium Group
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contact Information for Investors
investors@lilium.com
Contact Information for Media
Meredith Bell, Lilium
press@lilium.com
Emma Walsh, Milltown Partners
(for Lilium)
+44 7827 289120
ewalsh@milltownpartners.com
Colleen Robar, Robar PR (for
Qell)
+1 313 207-5960
crobar@robarpr.com
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SOURCE Qell Acquisition Corp.