Lilium N.V (LILM) Prices $114M Financing

Lilium N.V. (NASDAQ: LILM) 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 [email protected].

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.

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