Item 7.01
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Regulation FD Disclosure.
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On March 30, 2021,
Qell issued a press release announcing the execution of the Business Combination Agreement and the Private Placement. The press release
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the
proposed transactions, Holdco intends to file a Registration Statement on Form F-4, which will include a preliminary prospectus
of Holdco and preliminary proxy statement of Qell. Qell will mail a definitive proxy statement/prospectus and other relevant documents
to its shareholders. Investors and security holders of Qell are advised to read, when available, the proxy statement/prospectus
in connection with Qell’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the
proposed transaction (and related matters) because the proxy statement/prospectus will contain important information about the proposed
transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus will be mailed
to shareholders of Qell as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to
obtain copies of the proxy statement/prospectus, without charge, once available, at the Securities and Exchange Commission’s (“SEC”)
website at www.sec.gov or by directing a request to: Qell Acquisition Corp., 505 Montgomery Street, Suite 1100, San Francisco, CA
94111.
Participants in the Solicitation
Qell, Lilium, Holdco
and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Qell’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of Qell’s
directors and officers in Qell’s filings with the SEC, including 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, and such information and names of Lilium’s
directors and executive officers will also be in the Registration Statement on Form F-4 to be filed with the SEC by Holdco,
which will include the proxy statement of Qell for the Business Combination.
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.