MUNICH and SAN FRANCISCO,
Aug. 11, 2021 /PRNewswire/
-- Lilium GmbH ("Lilium"), positioned to be a global leader in
regional electric air mobility with the development of its 7-Seater
electric vertical take-off and landing jet, and Qell Acquisition
Corp. ("Qell", NASDAQ: QELL.U, QELL and QELL.WS), a special purpose
acquisition company, announced today that a Special Meeting of Qell
shareholders (the "Special Meeting") to approve the previously
announced proposed business combination with Lilium (the "Business
Combination") is scheduled to be held on September 10, 2021 at 9
a.m. ET.
Upon closing, the combined company's shares of Class A common
stock ("Class A Stock") and redeemable warrants ("Warrants") are
expected to be listed on The Nasdaq Stock Market LLC under the
ticker symbols "LILM" and "LILMW" respectively. Any Qell units will
automatically separate into the component shares of Class A Stock
and Warrants upon the consummation of the Business Combination.
Qell's definitive proxy statement (the "Proxy Statement")
relating to the Business Combination was filed with the U.S.
Securities and Exchange Commission (the "SEC") on August 11, 2021.
The filing of the definitive proxy statement is an
important step in Lilium becoming a publicly traded company, with a
planned listing on the Nasdaq at the close of the
transaction. As previously announced, the business
combination is expected to deliver up to $830 million of gross proceeds to Lilium,
including up to $450 million from a
fully committed PIPE anchored by strategic and institutional
investors (subject to possible redemptions).
On August 11, 2021, Qell will
commence mailing of the Proxy Statement, which contains a notice
and voting instruction form or a proxy card relating to the Special
Meeting to Qell stockholders of record as of the close of business
on the record date of July 16,
2021.
The Special Meeting to approve the Business Combination will be
held at the offices of Goodwin Procter LLP located at 620 Eighth
Avenue, New York, New York 10018.
If the proposals at the Special Meeting are approved, the parties
anticipate that the business combination will close shortly
thereafter, subject to the satisfaction or waiver, as applicable,
of all other closing conditions.
The transaction, which has been unanimously approved by the
boards of directors of both Qell and Lilium, is expected to close
in the third quarter of 2021, subject to regulatory and stockholder
approvals and other customary closing conditions.
Every stockholder's vote matters, regardless of the number of
shares held. Accordingly, Qell encourages stockholders to vote by
submitting their proxies as soon as possible and by no later than
11:59 p.m. ET on September 9, 2021, to ensure that the
stockholder's shares will be represented at the Special Meeting.
Proxies may be submitted by Internet or mail. Votes submitted by
mail must be received by 5:00 p.m. ET
on September 9, 2021. Additional
instructions may be found in the Proxy Statement and on the proxy
card. Qell's board of directors unanimously recommends that
stockholders vote "FOR" the Business Combination with Lilium and
all other proposals at the Special Meeting. Stockholders who hold
shares in "street name" (i.e., those stockholders whose shares are
held of record by a broker, bank, or other nominee) should contact
their broker, bank, or nominee to ensure that their shares are
voted.
If any individual Qell stockholder has not received a copy of
the Proxy Statement, such stockholder should (i) confirm his, her
or its status with his, her or its broker or (ii) contact Morrow
Sodali, LLC, Qell's proxy solicitor, for assistance toll-free (800)
662-5200 (for individuals) or (203) 658-9400 (for banks and
brokers), or by email at QELL@investor.morrowsodali.com.
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 650+
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.
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, the anticipated timing of the
commercialization and launch of the Lilium Group's business and
Lilium N.V.'s officers and directors. 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 with Qell 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 impact of
COVID19 on Lilium's business or the business combination; (v) 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; (vi) 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; (vii) the Lilium
Group's inability to secure or protect its intellectual property;
(viii) the effect of the announcement or pendency of the proposed
business combination on Lilium Group's business relationships,
performance and operations generally; (ix) the number of holders
that elect to redeem their shares in connection with the closing of
the Business Combination and (x) 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. A further list and description of
risks, uncertainties and other matters can be found in the
Registration Statement (as defined below), including those risks
outlined in "Risk Factors," and in subsequent U.S. Securities and
Exchange Commission filings, all of which are available at
www.sec.gov. All forward-looking statements attributable to Lilium
or any person acting on its behalf are expressly qualified in their
entirety by this cautionary statement.
Important Information About the 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. (as amended from time to time, the "Registration Statement"),
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. The Registration Statement was declared effective by
the SEC on August 9, 2021 and the
definitive proxy statement/prospectus has been mailed to Qell's
shareholders. Qell urges its investors, shareholders and other
interested persons to read the proxy statement/prospectus filed
with the SEC and documents incorporated by reference therein
because these documents contain important information about Qell,
Lilium and the business combination, including, among other things,
the reasons for Qell's Board of Directors' unanimous recommendation
that shareholders vote "FOR" the business combination and the other
shareholder proposals set forth therein as well as the background
of the process that led to the 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 proxy statement/prospectus 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 proposed
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 includes the proxy
statement/prospectus, for the proposed business combination and is
available, without charge, at www.sec.gov.
CONTACT INFORMATION FOR INVESTORS
investors@lilium.com
CONTACT INFORMATION FOR MEDIA
Meredith Bell, Lilium, +41 79 432 57 79,
meredith.bell@lilium.com or press@lilium.com
Colleen Robar, Robar PR (for Qell),
+1 313 207-5960, crobar@robarpr.com
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SOURCE Qell Acquisition Corp.