Item 1.01 Entry Into An Amendment To The Business Combination Agreement.
Amendment No. 1 Relating To The Business Combination Agreement
On March 30, 2021, Qell Acquisition Corp., a Cayman Islands exempted company
("Qell"), entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the "Business Combination
Agreement"), by and among Qell DutchCo B.V., a Netherlands limited liability
company and wholly owned subsidiary of Qell Partners LLC ("Holdco"), Queen
Cayman Merger LLC, a Cayman Islands limited liability company ("Merger Sub"),
and Lilium GmbH, a German limited liability company ( "Lilium").
On July 14, 2021, Qell, Holdco, Merger Sub and Lilium entered into an Amendment
No. 1 with respect to the Business Combination Agreement, with the purpose of
providing Holdco further flexibility to alter the size and constitution of its
board of directors within the agreed parameters (not less than five and not more
than nine directors, each of whom (other than the CEO) shall be non-executive
directors, one of whom shall be Barry Engle) on Closing (as defined in the
Business Combination Agreement).
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "project," "may," "will," "will be,"
"will likely result," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "strategy," "opportunity," "predict," "potential,"
"seem," "seek," "future," outlook" and similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to,
statements regarding future events, the Business Combination between Qell,
Holdco, Lilium and Merger Sub (collectively, for the purposes of this paragraph,
the "Group"), the estimated or anticipated future results and benefits of the
combined company following the Business Combination, including the likelihood
and ability of the parties to successfully consummate the Business Combination,
future opportunities for the combined company, the anticipated timing of the
Business Combination, the Group's proposed business and business model, the
markets and industry in which the Group intends to operate, the anticipated
timing of the commercialization and launch of the Group's business in phases,
the expected results of the Group's business and business model when launched in
phases, and the Group's projected future results, including estimates related to
revenue, EBITDA and gross margins, and other statements that are not historical
facts. These statements are based on assumptions and the current expectations of
Qell's management with respect to future events. These statements are not
predictions of actual performance and are subject to change at any time. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Qell and Lilium. These statements are subject to a
number of risks and uncertainties regarding Qell's businesses and the Business
Combination, and actual events or results may differ materially. The Group will
operate in a rapidly changing emerging industry. New risks emerge every day.
Many factors could cause actual future events or results to differ materially
from the statements made herein. These risks and uncertainties include, but are
not limited to, general economic, political and business conditions; applicable
taxes, inflation, interest rates and the regulatory environment; the outcome of
judicial proceedings to which Lilium is or may become a party; the risk that the
proposed transaction is not completed in a timely manner or at all, which may
adversely affect the price of Qell's securities; the risk that the proposed
transaction is not completed by Qell's Business Combination deadline and the
potential failure to obtain an extension of the Business Combination deadline if
sought by Qell; the inability of the parties to consummate the Business
Combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement; the
outcome of any legal proceedings that may be instituted against the parties
following the announcement of, or relating to, the Business Combination; the
receipt of an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; failure to
satisfy the conditions to the consummation of the Business Combination,
including the risk that the approval of the shareholders of Qell or Lilium for
the potential transaction is not obtained; failure to realize the anticipated
benefits of the Business Combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating the
businesses of Qell and Lilium; the risk that the Business Combination disrupts
current plans and operations, including as a result of the announcement and
consummation of the Business Combination; the ability of the combined company to
grow and manage growth profitably and retain its key employees and the potential
difficulties in employee retention as a result of the Business Combination; the
amount of redemption requests made by Qell's shareholders; failure to satisfy
the minimum trust account amount following redemptions by Qell's shareholders;
the inability to secure necessary governmental and regulatory approvals; the
lack of a third party valuation in Qell's determination to pursue the Business
Combination; the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement; the
impact of COVID-19 on Lilium's business or the Business Combination; the effect
of the announcement or pendency of the Business Combination on Lilium's business
relationships, performance and operations generally; the inability to obtain or
maintain the listing of the post-combination company's securities on Nasdaq
following the Business Combination; the risk that the market price of Qell and
the post-combination company's securities may be volatile due to a variety of
factors, such as changes in the competitive environment in which the Group will
operate, the regulatory framework of the industry in which the Group will
operate, developments in the Group's business and operations, and changes in the
capital structure; the 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 Business Combination; general
economic downturns or general systematic changes to the industry in which the
Group will operate, including a negative safety incident involving one of the
Group's competitors that results in decreased demand for the Group's jets or
services; the failure of the Group and its current and future business partners
to successfully develop and commercialize the Group's business, or significant
delays in its ability to do so; the risk that the post-combination company never
achieves or sustains profitability; the failure by the post-combination company
to raise additional capital necessary to execute its business plan, which may
not be available on acceptable terms or at all; difficulties in managing the
post-combination company's growth, moving between development phases or
expanding its operations; failure by third-party suppliers, component
manufacturers or service provider partners to fully and timely meet their
obligations or deliver the high-level customer service that the Group's
customers expect; failure by the Group's jets to perform as expected, delays in
producing the Group's jets or delays in seeking full certification of all
aspects of the Group's jets, causing overall delays in the anticipated time
frame for the Group's commercialization and launch; the risk that the technology
necessary to successfully operate the Group's business, as contemplated in the
business models and financial forecasts, is delayed, unavailable, not available
at commercially anticipated prices, not sufficiently tested, not certified for
passenger use or otherwise unavailable to the Group based on its current
expectations and anticipated needs; any identified material weaknesses in the
Group's internal control over financial reporting which, if not corrected, could
adversely affect the reliability of the Group's financial reporting; product
liability lawsuits, civil or damages claims or regulatory proceedings relating
to the Group's jets, technology, intellectual property or services; the Group's
inability to secure or protect its intellectual property; negative publicity
about the Group, its employees, directors, management, shareholders, affiliated
parties or Lilium's founders; costs related to the Business Combination; and
those factors discussed in Qell's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020, which was filed with the SEC on
November 13, 2020 under the heading "Risk Factors," as updated from time to time
by Qell's Quarterly Reports on Form 10-Q and other documents of Qell on file
with the SEC or in the proxy statement that will be filed, or to be filed, with
the SEC by Qell. The foregoing list of factors is not exhaustive. There may be
additional risks that Qell presently does not know or that Qell currently
believes are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking
statements provide Qell's expectations, plans or forecasts of future events and
views as of the date of this communication. Qell anticipates that subsequent
events and developments will cause Qell's assessments to change. However, while
Qell may elect to update these forward-looking statements at some point in the
future, Qell specifically disclaims any obligation to do so, whether as a result
of new information, future events, or otherwise. These forward-looking
statements should not be relied upon as representing Qell's assessments as of
any date subsequent to the date of this communication, nor as an assurance that
Qell will achieve its expectations.. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Exhibit
Number Description
2.1* Amendment No. 1, dated as of July 14, 2021, to Business Combination
Agreement, by and among Qell Acquisition Corp., Lilium GmbH, Lilium
B.V. and Queen Cayman Merger LLC (incorporated by reference to
Exhibit 2.2 of the registration statement on Form F-4/A filed by
Lilium B.V. on July 14, 2021).
* Filed herewith.
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