Item 1.
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Financial
Statements
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QELL ACQUISITION CORP.
CONDENSED BALANCE SHEETS
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March 31, 2021
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December 31, 2020
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(Unaudited)
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Assets
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Current assets:
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Cash
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$
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995,321
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$
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2,023,823
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Prepaid expenses
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489,616
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515,078
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Due from related party
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22,043
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-
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Total current assets
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1,506,980
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2,538,901
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Investments held in Trust Account
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379,642,480
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379,579,492
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Total Assets
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$
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381,149,460
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$
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382,118,393
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Liabilities and Shareholders' Equity
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Current liabilities:
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Accounts payable
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$
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299,099
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$
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133,528
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Accrued expenses
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2,948,049
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80,000
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Total current liabilities
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3,247,148
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213,528
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Derivative warrant liabilities
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33,901,200
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61,495,200
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Deferred underwriting commissions
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13,282,500
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13,282,500
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Total liabilities
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50,430,848
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74,991,228
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Commitments and Contingencies (Note 5)
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Class A ordinary shares subject to possible redemption; 32,571,861 and 30,212,716 shares at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively
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325,718,610
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302,127,160
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Shareholders' Equity:
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Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
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-
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-
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Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,378,139 and 7,737,284 shares issued and outstanding (excluding 32,571,861 and 30,212,716 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively
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538
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774
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Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020
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949
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949
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Additional paid-in capital
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16,403,610
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39,994,824
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Accumulated deficit
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(11,405,095
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)
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(34,996,542
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)
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Total shareholders' equity
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5,000,002
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5,000,005
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Total Liabilities and Shareholders' Equity
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$
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381,149,460
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$
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382,118,393
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The accompanying notes
are an integral part of these unaudited condensed financial statements.
QELL ACQUISITION CORP.
UNAUDITED
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Operating expenses:
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General and administrative expenses
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$
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3,987,583
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Administrative fee - related party
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77,958
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Loss from operations
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(4,065,541
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)
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Other income:
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Change in fair value of derivative warrant liabilities
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27,594,000
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Income earned on investments in Trust Account
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62,988
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Net income
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$
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23,591,447
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Basic and diluted weighted average shares outstanding of Class A ordinary shares
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37,950,000
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Basic and diluted net income per ordinary share, Class A
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$
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0.00
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Basic and diluted weighted average shares outstanding of Class B ordinary shares
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9,487,500
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Basic and diluted net income per ordinary share, Class B
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$
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2.48
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The accompanying notes
are an integral part of these unaudited condensed financial statements.
QELL ACQUISITION CORP.
UNAUDITED
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2021
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Ordinary Shares
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Total
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Class A
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Class B
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Additional Paid-In
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Shareholders'
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Shares
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Amount
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Shares
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Amount
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Capital
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Accumulated Deficit
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Equity
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Balance - December 31, 2020
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7,737,284
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$
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774
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9,487,500
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$
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949
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$
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39,994,824
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$
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(34,996,542
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)
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$
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5,000,005
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Class A ordinary Shares subject to possible redemption
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(2,359,145
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)
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(236
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)
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-
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-
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(23,591,214
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)
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-
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(23,591,450
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)
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Net income
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-
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-
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-
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-
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-
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23,591,447
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23,591,447
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Balance - March 31, 2021 (unaudited)
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5,378,139
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$
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538
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9,487,500
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$
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949
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16,403,610
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$
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(11,405,095
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)
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$
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5,000,002
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The accompanying notes
are an integral part of these unaudited condensed financial statements.
QELL ACQUISITION CORP.
UNAUDITED
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities:
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Net income
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$
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23,591,447
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Adjustments to reconcile net income to net cash used in operating activities:
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Income earned on investments in Trust Account
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(62,988
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)
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Change in fair value of warrant liabilities
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(27,594,000
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)
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Changes in operating assets and liabilities:
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Prepaid expenses
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25,462
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Due from related party
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(22,043
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)
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Accounts payable
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165,571
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Accrued expenses
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2,868,049
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Net cash used in operating activities
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(1,028,502
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)
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Net decrease in cash
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(1,028,502
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)
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Cash - beginning of the period:
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2,023,823
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Cash - end of the period
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$
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995,321
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Supplemental disclosure of non-cash investing and financing activities:
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Change in initial value of Class A ordinary shares subject to possible redemption
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$
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23,591,450
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The accompanying notes
are an integral part of these unaudited condensed financial statements.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1—Description of organization, business
operations and basis of presentation
Qell Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on August 7, 2020. The Company was incorporated for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies.
As of March 31, 2021, the Company had not
commenced any operations. All activity for the period from August 7, 2020 (inception) through March 31, 2021 relates to the
Company’s formation and the preparation of the initial public offering described below (the “Initial Public Offering”).
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from
the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor
is Qell Partners LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on September 29, 2020. On October 2, 2020, the Company consummated its Initial
Public Offering of 37,950,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units
being offered, the “Public Shares”), including 4,950,000 additional Units to cover over-allotments (the “Over-Allotment
Units”), at $10.00 per Unit, generating gross proceeds of $379.5 million, and incurring offering costs of approximately $21.1 million,
inclusive of approximately $13.3 million in deferred underwriting commissions (Note 5).
Simultaneously with the
consummation of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of a total
of 7,060,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”),
at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.6 million (Note 4).
Upon the closing of the Initial Public Offering
and the Private Placement, $379.5 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located
in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States
government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government
treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below)
(excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account)
at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires
a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company
Act.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Company will provide its holders (the “Public
Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of
a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a
tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares
for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount
to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the
Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion
of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed
with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the
tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC
prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides
to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem
their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval
in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined
below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent
to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain
from purchasing shares during certain blackout period and when they are in possession of any material non-public information and (ii) to
clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive
their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
Notwithstanding the foregoing, the Amended and
Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent
of the Company.
The Company’s Sponsor, officers and
directors (the “initial shareholders”) have agreed not to propose an amendment to the memorandum and articles of
association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection
with our initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Initial Public Offering, or October 2, 2022, (the “Combination Period”) or
(B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity,
unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction
with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Sponsor, officers and directors have agreed
to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the
Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or
after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public
Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their
rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially
held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company
if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective partner business with
which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability
will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in
or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s
independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and capital
resources
As of March 31,
2021, the Company had approximately $1.0 million in its operating bank account and negative working capital of approximately $1.7 million.
The Company’s liquidity
needs through March 31, 2021 were satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s
expenses in exchange for the issuance of the Founder Shares, a loan of approximately $195,000 from the Sponsor under the Note (see Note
4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note
on November 2, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or
an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company
Working Capital Loans (see Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan.
Based on the
foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds
for ongoing operating expenditures, paying existing accounts payable, and structuring, negotiating and consummating the Business
Combination.
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. See further discussion
in Note 5.
Going Concern
The liquidity condition raises substantial doubt about the Company’s
ability to continue as a going concern through October 2, 2022, the scheduled liquidation date of the Company. These financial statements
do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.
Basis of presentation
The accompanying unaudited
condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly,
they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and
results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the
results that may be expected through December 31, 2021.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Emerging growth company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the
Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new
or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement
declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it
has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s financial
statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of
using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Proposed Business Combination and Related
Transaction
On March 30,
2021, the Company 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 our Sponsor (“Holdco”), Queen Cayman Merger LLC, a Cayman Islands limited liability company (“Merger
Sub”), and Lilium GmbH, a German limited liability company ( “Lilium”).The Business Combination Agreement provides for,
among other things, the following transactions on closing (collectively, the “Business Combination”):
|
•
|
After signing of the Business
Combination Agreement, and prior to closing of the Business Combination, the legal form of our Sponsor shall be changed from a private
company with limited liability to a public limited liability company;
|
|
•
|
The Company will merge
with and into Merger Sub (the “Merger”), with Merger Sub as the surviving company (the “Surviving Company”) in
the merger and, after giving effect to such merger, becoming a wholly owned subsidiary of the Company’ Sponsor;
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|
•
|
In connection with the
Merger, each issued and outstanding ordinary share of the Company will be converted into a claim for a corresponding equity security
in the Merger Sub, and such claim shall then be automatically contributed into the Company’s Sponsor in exchange for one ordinary
share in the share capital of Holdco (a “Holdco Ordinary Share”);
|
|
•
|
Immediately following
the Merger, Merger Sub and Holdco will cause Merger Sub to, commence winding up under the Cayman LLC Act and distribute all of its tangible
and intangible assets (including all cash) and transfer any and all of its liabilities to Holdco (the “Liquidation Distribution
and Assumption”);
|
|
•
|
Immediately following
the Liquidation Distribution and Assumption, Holdco will take a series of actions including, but not limited to, (i) consummation
of the Private Placement (as defined below), (ii) appointment of Daniel Wiegand as executive director to the board of directors
of Holdco, and (iii) execution of the Holdco Board Agreements (as defined in the Business Combination Agreement);
|
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
|
•
|
The shareholders of Lilium
will exchange (the “Exchange”) their interests in Lilium for Holdco Ordinary Shares. All Lilium shareholders, but for Daniel
Wiegand, will receive Class A Holdco Ordinary Shares in the Exchange. Daniel Weigand will receive Class B Holdco Ordinary Shares.
Class B Holdco Ordinary Shares will rank pari passu with Class A Holdco Ordinary Shares in all respects, provided they will
be entitled to 3x super voting rights, subject to customary sunset provisions; and
|
|
•
|
Each outstanding warrant
to purchase a Class A ordinary share of Qell will, by its terms, convert into a warrant to purchase one Holdco Ordinary Share, on
the same contractual terms.
|
In accordance
with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the shareholders
of Lilium in connection with the transactions contemplated under the Business Combination Agreement shall be an aggregate number of Holdco
Ordinary Shares equal to (a) $2,400,000,000, divided by (b) $10.00. Each our shareholder will receive one Holdco Ordinary Share
per our ordinary share, as set forth above. Cash held in the trust account net of redemptions and the proceeds of the Private Placement
(as defined below), less the transaction costs of the Business Combination, will be received by Holdco and used for general corporate
purposes after the Business Combination.
Concurrently
with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (collectively,
the “Private Placement Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase
and Holdco agreed to issue and sell to such investors, 45,000,000 Holdco Ordinary Shares (the “Private Placement Shares”),
for an aggregate of $450,000,000 (the “Private Placement”) in proceeds. The closing of the Private Placement is contingent
upon, among other things, the substantially concurrent consummation of the Business Combination and related transactions.
Note 2—Summary of significant accounting
policies
Use of estimates
The preparation of financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
It is at least
reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of
the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more
future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the
warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results
could differ significantly from those estimates.
Concentration of
credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial
institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December
31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant
risks on such accounts.
Cash and cash equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31,
2021 and December 31, 2020.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Investments Held in Trust Account
The Company’s portfolio of investments held
in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities,
or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments
in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical
expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. At March 31,2021, substantially
all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Fair Value Measurement
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). These tiers include:
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Level 1, defined as observable inputs such as quoted prices
for identical instruments in active markets;
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•
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Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
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Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable.
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In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Fair Value of Financial
Instruments
As of March 31, 2021 and December 31,
2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values primarily due to the
short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S.
Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S.
treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted
prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the
Company uses NAV as a practical expedient to fair value.
Class A Ordinary
Shares Subject to Possible Redemption
Class A
ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that
are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of
our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31,
2020, an aggregate of 32,571,861 and 30,212,716, respectively, of Class A ordinary shares subject to possible redemption are
presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Net Income Per
Ordinary Share
Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered
the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 19,710,000 of the
Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive
under the treasury stock method.
The Company’s statement of operations includes
a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per
share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the gain on marketable
securities, dividends, and interest held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account,
resulting in net income of $63,000 for the three months ended March 31, 2021, by the weighted average number of Class A ordinary
shares outstanding for the period. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by
dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary
shares outstanding for the period.
Income Taxes
FASB ASC Topic 740, “Income Taxes”
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021and December 31,
2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the
payment of interest and penalties as of March 31,2021 and December 31, 2020. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting pronouncements
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting
for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the
Company’s financial position, results of operations or cash flows.
The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Offering Costs Associated with the Initial
Public Offering
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred in connection with the preparation for the Initial Public Offering. Offering costs are allocated
to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds
received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement
of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the
Initial Public Offering.
Note 3—Initial Public Offering
On October 2,
2020, the Company consummated its Initial Public Offering of 37,950,000 Units, including 4,950,000 Over-Allotment Units, at $10.00 per
Unit, generating gross proceeds of $379.5 million, and incurring offering costs of approximately $21.1 million, inclusive of approximately
$13.3 million in deferred underwriting commissions.
Each Unit consists of one Class A ordinary
share, par value $0.0001 per share and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note
6).
Note 4—Related party transactions
Founder shares
On August 7, 2020, the Sponsor paid $25,000
to cover certain offering costs in consideration for 25,000 ordinary shares, par value $1.00 per share, of which 3,261 ordinary shares
were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. On September 29,
2020, the Company amended its Memorandum and Articles of Association to designate the 25,000 ordinary shares into 9,487,500 Class B
ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 1,237,500 Founder Shares were subject to forfeiture to the
extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0%
of the Company’s issued and outstanding shares after the Initial Public Offering. All shares and the associated amounts have been
retroactively restated to reflect the aforementioned share capitalization. The underwriters fully exercised the over-allotment option
on October 2, 2020; thus, these Founder Shares were no longer subject to forfeiture.
The initial shareholders agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion
of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
Private placement warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,060,000 Private Placement Warrants,
at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.6 million. On September 30,
2020, the Company received an advance from the Sponsor for Private Placement Warrants of approximately $9.9 million. Subsequent to September 30,
2020, the Company received the remaining proceeds for the Private Placement Warrants for the total purchase price of $10.6 million.
Each warrant is exercisable to purchase one Class A
ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial
Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the
Private Placement Warrants will expire worthless.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days
after the completion of the initial Business Combination.
Sponsor loan
On August 7, 2020, the Sponsor agreed to
loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).
This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of September 30, 2020, the Company
borrowed approximately $195,000 under the Note. The Company fully repaid the Note on November 2, 2020.
Working Capital Loans
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not
close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held
in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may
be convertible into private placement warrants at a price of $1.50 per warrant. Except for the foregoing, the terms of such Working
Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021
and December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Administrative services agreement
Commencing on the date the Company’s securities
were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative
services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these
monthly fees.
On January 28, 2021, the Company entered
into an Administrative Services Agreement with Qell Operational Holdings LLC (“Holdings”), an affiliate of Qell Partners LLC,
pursuant to which Holdings will provide certain administrative services to the Company and the Company will reimburse Holdings up to $50,000
a month, subject to adjustment in accordance with the terms of the agreement. In connection therewith, the Company terminated the Administrative
Services Agreement between the Company and the Sponsor dated October 1, 2020. The Company incurred approximately $77,958 in administrative
expenses under the agreement, which is recognized in the accompanying unaudited condensed statements of operations for the three months
ended March 31, 2021 within general and administrative expenses – related party. As of March 31, 2021 and December 31,
2020, there was no outstanding balance in accounts payable – related party, as reflected in the accompanying unaudited condensed
balance sheets.
Note 5—Commitments & contingencies
Registration rights
The holders of Founder Shares, Private Placement
Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working
Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may
be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement
to be signed upon consummation of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short
form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Underwriting agreement
The Company granted the underwriters a 45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 4,950,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment
option on October 2, 2020.
The underwriters were entitled to an underwriting
discount of $0.20 per unit, or approximately $7.6 million in the aggregate, paid upon the closing of the Initial Public Offering.
The underwriters reimbursed $300,000 for certain offering costs to the Company. In addition, $0.35 per unit, or approximately $13.3 million
in the aggregate will be payable to certain of the underwriters for deferred underwriting commissions. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
Risks and Uncertainties
On January 30, 2020, the World Health Organization
(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”).
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full
impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry
and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position,
results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these
financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Note 6—Shareholders’ deficit
Preference
shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of
March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
Class A
ordinary shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of
$0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 5,378,139 and 7,737,284 Class A ordinary shares
issued or outstanding, excluding 32,571,861 and 30,212,716 Class A ordinary shares subject to possible redemption.
Class B
ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of
$0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 9,487,500 Class B ordinary shares issued or
outstanding.
Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at
a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation
of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders),
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to
the Sponsor, members of the Company’s founding team or any of their affiliates upon conversion of Working Capital Loans. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 7—Warrants
As of March 31, 2021, there was an
aggregate of 12,650,000 Public Warrants and 7,060,000 Private Placement Warrants outstanding. Public Warrants may only be exercised
for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public
Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a
Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company
has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of
the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a
cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon
as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will
use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become
effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such
registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a
“cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so
elect, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the
Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the
initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its
best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of at $11.50
per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition,
if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A
ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the
date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price
of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00
and 18.00 per share redemption trigger prices described below under “Redemption of warrants for Class A ordinary shares when
the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants for cash when the price per
Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the
higher of the Market Value and the Newly Issued Price, respectively.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Private Placement Warrants are identical to
the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company
(except as described below) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees,
has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other
than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios
and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering.
Redemptions for warrants for cash when the
price per Class A ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except with respect to the Private Placement Warrants):
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption;
and
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if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company
sends the notice of redemption to the warrant holders (the “Reference Value”).
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The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption
period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
Redemption
of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company
may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
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in whole and not in part;
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at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value”
of our Class A ordinary shares;
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if, and only if, the closing price of Class A ordinary
shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations
and the like) on the trading day before we send the notice of redemption to the warrant holders; and
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if the Reference Value is less than $18.00 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private
Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s
ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.
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The “fair market value” of the Class A
ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants
be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
In no event will the Company be required to net
cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the
Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants,
nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.
Accordingly, the warrants may expire worthless.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 8 - Fair Value Measurements
The following table presents information about the Company’s
financial assets and financial liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31,
2020 by level within the fair value hierarchy:
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Fair Value Measured as of March 31, 2021
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Level 1
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Level 2
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Level 3
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Total
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Assets
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Investments held in Trust Account -U.S. Treasury Securities
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$
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379,642,480
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$
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-
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$
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-
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$
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379,642,480
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Liabilities:
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Derivative warrant liabilities - Public warrants
|
|
|
21,758,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,758,000
|
|
Derivative warrant liabilities - Private warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
12,143,200
|
|
|
|
12,143,200
|
|
Total fair value
|
|
$
|
401,400,480
|
|
|
$
|
-
|
|
|
$
|
12,143,200
|
|
|
$
|
413,543,680
|
|
|
|
Fair Value Measured as of December 31, 2020
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account -U.S. Treasury Securities
|
|
$
|
379,579,492
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
379,579,492
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liabilities - Public warrants
|
|
|
39,468,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,468,000
|
|
Derivative warrant liabilities - Private warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
22,027,200
|
|
|
|
22,027,200
|
|
Total fair value
|
|
$
|
419,047,492
|
|
|
$
|
-
|
|
|
$
|
22,027,200
|
|
|
$
|
441,074,692
|
|
Transfers
to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers
during the period.
Level 1 instruments include investments in government securities.
The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar
sources to determine the fair value of its investments.
The
fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured
using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte
Carlo simulation model as of each measurement date. For the three months ended March 31, 2021,
the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of approximately
$27.6 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations.
QELL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The estimated fair value of the Private Placement
Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte
Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.
The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical
volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest
rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of
the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is
based on the historical rate, which the Company anticipates remaining at zero.
The following
table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
|
|
As of March 31,
2021
|
|
|
As of December
31, 2020
|
|
Exercise price
|
|
|
11.50
|
|
|
|
11.50
|
|
Stock Price
|
|
|
10.18
|
|
|
|
12.29
|
|
Option term (in years)
|
|
|
5.50
|
|
|
|
5.50
|
|
Volatility
|
|
|
22.20
|
%
|
|
|
25.3
|
%
|
Risk-free interest rate
|
|
|
1.04
|
%
|
|
|
0.43
|
%
|
The change in the fair value of the derivative warrant
liabilities for the period for the three months ended March 31, 2021 is summarized as follows:
Derivative warrant liabilities as of January 1, 2021
|
|
$
|
61,495,200
|
|
Change in fair value of derivative warrant liabilities
|
|
|
(27,594,000
|
)
|
Derivative warrant liabilities as of March 31,2021
|
|
$
|
33,901,200
|
|
The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized
as follows:
Derivative warrant liabilities as of October 2, 2020
|
|
$
|
27,791,100
|
|
Change in fair value of derivative warrant liabilities
|
|
|
33,704,100
|
|
Derivative warrant liabilities as of December 31, 2020
|
|
$
|
61,495,200
|
|
Note 9—Subsequent events
Management has evaluated subsequent events and
transactions that occurred after the balance sheet date through the date the balance sheet was available for issuance. Based upon this
review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the financial statements.
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
References to the
“Company,” “Qell Acquisition Corp.,” “Qell,” “our,” “us” or “we”
refer to Qell Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and
uncertainties.
Cautionary Note Regarding
Forward-Looking Statements
This Quarterly Report
on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of
such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to,
those described in our other SEC filings.
Overview
We
are a blank check company incorporated as a Cayman Islands exempted company on August 7, 2020. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, the Company is subject
to all of the risks associated with emerging growth companies.
Our sponsor
is Qell Partners LLC, a Cayman Islands limited liability company. The registration statement for the Initial Public Offering was declared
effective on September 29, 2020. On October 2, 2020, we consummated our Initial Public Offering of 37,950,000 units, including
4,950,000 additional units to cover over-allotments, at $10.00 per unit, generating gross proceeds of $379.5 million, and incurring offering
costs of approximately $21.2 million, inclusive of approximately $13.3 million in deferred underwriting commissions.
On September 30,
2020 and October 2, 2020, we consummated the private placement of a total of 7,060,000 warrants at a price of $1.50 per private placement
warrant with the sponsor, generating gross proceeds of approximately $10.6 million.
Upon the
closing of the Initial Public Offering and the private placement, $379.5 million ($10.00 per unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the private placement were placed in a trust account, located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States government treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a business combination
and (ii) the distribution of the trust account as described below.
Our management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of private
placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business
combination.
If we are
unable to complete a business combination within 24 months from the closing of the Initial Public Offering, or October 2, 2022, we
will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay the income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares,
which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Proposed
Business Combination and Related Transaction
On March 30,
2021, we 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 our Sponsor (“Holdco”), Queen Cayman Merger LLC, a Cayman Islands limited liability company (“Merger Sub”),
and Lilium GmbH, a German limited liability company ( “Lilium”).The Business Combination Agreement provides for, among other
things, the following transactions on closing (collectively, the “Business Combination”):
|
•
|
After signing of the Business
Combination Agreement, and prior to closing of the Business Combination, the legal form of our Sponsor shall be changed from a private
company with limited liability to a public limited liability company;
|
|
•
|
We will merge with and
into Merger Sub (the “Merger”), with Merger Sub as the surviving company (the “Surviving Company”) in the merger
and, after giving effect to such merger, becoming a wholly owned subsidiary of our Sponsor;
|
|
•
|
In connection with the
Merger, each issued and outstanding ordinary share of ours will be converted into a claim for a corresponding equity security in the
Merger Sub, and such claim shall then be automatically contributed into our Sponsor in exchange for one ordinary share in the share capital
of Holdco (a “Holdco Ordinary Share”);
|
|
•
|
Immediately following
the Merger, Merger Sub and Holdco will cause Merger Sub to, commence winding up under the Cayman LLC Act and distribute all of its tangible
and intangible assets (including all cash) and transfer any and all of its liabilities to Holdco (the “Liquidation Distribution
and Assumption”);
|
|
•
|
Immediately following
the Liquidation Distribution and Assumption, Holdco will take a series of actions including, but not limited to, (i) consummation
of the Private Placement (as defined below), (ii) appointment of Daniel Wiegand as executive director to the board of directors
of Holdco, and (iii) execution of the Holdco Board Agreements (as defined in the Business Combination Agreement);
|
|
•
|
The shareholders of Lilium
will exchange (the “Exchange”) their interests in Lilium for Holdco Ordinary Shares. All Lilium shareholders, but for Daniel
Wiegand, will receive Class A Holdco Ordinary Shares in the Exchange. Daniel Weigand will receive Class B Holdco Ordinary Shares.
Class B Holdco Ordinary Shares will rank pari passu with Class A Holdco Ordinary Shares in all respects, provided they will
be entitled to 3x super voting rights, subject to customary sunset provisions; and
|
|
•
|
Each outstanding warrant
to purchase a Class A ordinary share of Qell will, by its terms, convert into a warrant to purchase one Holdco Ordinary Share, on
the same contractual terms.
|
In accordance
with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the shareholders
of Lilium in connection with the transactions contemplated under the Business Combination Agreement shall be an aggregate number of Holdco
Ordinary Shares equal to (a) $2,400,000,000, divided by (b) $10.00. Each our shareholder will receive one Holdco Ordinary Share
per our ordinary share, as set forth above. Cash held in the trust account net of redemptions and the proceeds of the Private Placement
(as defined below), less the transaction costs of the Business Combination, will be received by Holdco and used for general corporate
purposes after the Business Combination.
Concurrently
with the execution of the Business Combination Agreement, we entered into Subscription Agreements with certain investors (collectively,
the “Private Placement Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase
and Holdco agreed to issue and sell to such investors, 45,000,000 Holdco Ordinary Shares (the “Private Placement Shares”),
for an aggregate of $450,000,000 (the “Private Placement”) in proceeds. The closing of the Private Placement is contingent
upon, among other things, the substantially concurrent consummation of the Business Combination and related transactions.
Liquidity
and Capital Resources
As of March 31,
2021, we had approximately $1.0 million in our operating bank account and negative working capital of approximately $1.7 million.
To date,
our liquidity needs have been satisfied through a payment of $25,000 from our Sponsor to cover certain of our expenses in exchange for
the issuance of the Founder Shares to our Sponsor, a loan of approximately $195,000 pursuant to a promissory note issued to our Sponsor
and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on November 2,
2020. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated
to, provide us working capital loans (the “Working Capital Loans”). As of March 31, 2021, there were no amounts outstanding
under the Working Capital Loans.
Based on
the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate
of our Sponsor, or our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one
year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Results
of Operations
Our entire
activity since inception through March 31, 2021 related to our formation, the preparation for the Initial Public Offering, and since
the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any
operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business
Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. We expect to incur increased
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended March 31, 2021,
we had net income of approximately $23.6 million which consisted of an approximately $27.6 million gain in change fair value of derivative
warrant liabilities and approximately $63,000 income from our investments held in the Trust Account, partially offset by $4.0 million
in general and administrative expenses (including approximately of 3.8 million in merger costs), and $78,000 in general and administrative
expenses – related party.
Contractual
Obligations
We do not
have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
We entered
into an Administrative Services Agreement pursuant to which we have agreed to pay our Sponsor a total of $10,000 per month for office
space, utilities and administrative support.
On January 28,
2021, we entered into an Administrative Services Agreement with Qell Operational Holdings LLC (“Holdings”), an affiliate of
Qell Partners LLC (the “Sponsor”), pursuant to which Holdings will provide certain administrative services to us and we will
reimburse Holdings up to $50,000 a month, subject to adjustment in accordance with the terms of the agreement. In connection therewith,
we terminated the Administrative Services Agreement between the Company and the Sponsor dated October 1, 2020.
The underwriters
of the Initial Public Offering were entitled to underwriting discounts and commissions of 5.5%, of which 2.0% (approximately $7.6 million)
was paid at the closing of the Initial Public Offering and 3.5% (approximately $13.3 million) was deferred. The underwriters reimbursed
us $300,000 for certain of our offering costs. The deferred underwriting discounts and commissions will become payable to the underwriters
upon the consummation of the Initial Business Combination and will be paid from the amounts held in the Trust Account. The underwriters
are not entitled to any interest accrued on the deferred underwriting discounts and commissions.
Critical
Accounting Policies
This management’s
discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure
of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including
those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends
and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting
policies:
Class A
Ordinary Shares Subject to Possible Redemption
Class A
ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified
as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary
shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain
future events. Accordingly, at March 31, 2021, an aggregate of 32,571,861 Class A ordinary shares subject to possible redemption
are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.
Net Income
Per Ordinary Share
Net income
(loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during
the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase
an aggregate of 19,710,000 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion
would be anti-dilutive under the treasury stock method.
Our statement of operations includes a presentation
of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income
per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the gain on marketable securities, dividends,
and interest held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in net income
of $63,000 for the three months ended March 31, 2021, by the weighted average number of Class A ordinary shares outstanding
for the period. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income,
less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for
the period.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting
for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact our financial
position, results of operations or cash flows.
Our management does not believe that any other
recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial
statements.
Off-Balance
Sheet Arrangements
As of March 31,
2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Inflation
We do not believe that inflation had a material
impact on our business, revenues or operating results during the period presented.
JOBS
Act
The Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with
new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay
the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the
relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board (United States), or PCAOB, regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements
(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between
executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer
an “emerging growth company,” whichever is earlier.