SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2021
Qell Acquisition Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
5050 Montgomery Street, Suite 1100
San Francisco, CA
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|x||Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share||QELLU||NASDAQ Capital Market|
|Class A ordinary share, par value $0.0001 per share||QELL||NASDAQ Capital Market|
|Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||QELLW||NASDAQ Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 1.01||Entry Into An Amendment To The Business Combination Agreement.|
Amendment No. 1 Relating To The Business Combination Agreement
On March 30, 2021, Qell Acquisition Corp., a Cayman Islands exempted company (“Qell”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Qell DutchCo B.V., a Netherlands limited liability company and wholly owned subsidiary of Qell Partners LLC (“Holdco”), Queen Cayman Merger LLC, a Cayman Islands limited liability company (“Merger Sub”), and Lilium GmbH, a German limited liability company ( “Lilium”).
On July 14, 2021, Qell, Holdco, Merger Sub and Lilium entered into an Amendment No. 1 with respect to the Business Combination Agreement, with the purpose of providing Holdco further flexibility to alter the size and constitution of its board of directors within the agreed parameters (not less than five and not more than nine directors, each of whom (other than the CEO) shall be non-executive directors, one of whom shall be Barry Engle) on Closing (as defined in the Business Combination Agreement).
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “project,” “may,” “will,” “will be,” “will likely result,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “strategy,” “opportunity,” “predict,” “potential,” “seem,” “seek,” “future,” outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Qell, Holdco, Lilium and Merger Sub (collectively, for the purposes of this paragraph, the “Group”), the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, the anticipated timing of the Business Combination, the Group’s proposed business and business model, the markets and industry in which the Group intends to operate, the anticipated timing of the commercialization and launch of the Group’s business in phases, the expected results of the Group’s business and business model when launched in phases, and the Group’s projected future results, including estimates related to revenue, EBITDA and gross margins, and other statements that are not historical facts. These statements are based on assumptions and the current expectations of Qell’s management with respect to future events. These statements are not predictions of actual performance and are subject to change at any time. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Qell and Lilium. These statements are subject to a number of risks and uncertainties regarding Qell’s businesses and the Business Combination, and actual events or results may differ materially. The Group will operate in a rapidly changing emerging industry. New risks emerge every day. Many factors could cause actual future events or results to differ materially from the statements made herein. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; applicable taxes, inflation, interest rates and the regulatory environment; the outcome of judicial proceedings to which Lilium is or may become a party; the risk that the proposed transaction is not completed in a timely manner or at all, which may adversely affect the price of Qell’s securities; the risk that the proposed transaction is not completed by Qell’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by Qell; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of, or relating to, the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; failure to satisfy the conditions to the consummation of the Business Combination, including the risk that the approval of the shareholders of Qell or Lilium for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Qell and Lilium; the risk that the Business Combination disrupts current plans and operations, including as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees and the potential difficulties in employee retention as a result of the Business Combination; the amount of redemption requests made by Qell’s shareholders; failure to satisfy the minimum trust account amount following redemptions by Qell’s shareholders; the inability to secure necessary governmental and regulatory approvals; the lack of a third party valuation in Qell’s determination to pursue the Business Combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the impact of COVID-19 on Lilium’s business or the Business Combination; the effect of the announcement or pendency of the Business Combination on Lilium’s business relationships, performance and operations generally; the inability to obtain or maintain the listing of the post-combination company’s securities on Nasdaq following the Business Combination; the risk that the market price of Qell and the post-combination company’s securities may be volatile due to a variety of factors, such as changes in the competitive environment in which the Group will operate, the regulatory framework of the industry in which the Group will operate, developments in the Group’s business and operations, and changes in the capital structure; the Group’s ability to implement business plans, operating models, forecasts, and other expectations and identify and realize additional business opportunities after the completion of the Business Combination; general economic downturns or general systematic changes to the industry in which the Group will operate, including a negative safety incident involving one of the Group’s competitors that results in decreased demand for the Group’s jets or services; the failure of the Group and its current and future business partners to successfully develop and commercialize the Group’s business, or significant delays in its ability to do so; the risk that the post-combination company never achieves or sustains profitability; the failure by the post-combination company to raise additional capital necessary to execute its business plan, which may not be available on acceptable terms or at all; difficulties in managing the post-combination company’s growth, moving between development phases or expanding its operations; failure by third-party suppliers, component manufacturers or service provider partners to fully and timely meet their obligations or deliver the high-level customer service that the Group’s customers expect; failure by the Group’s jets to perform as expected, delays in producing the Group’s jets or delays in seeking full certification of all aspects of the Group’s jets, causing overall delays in the anticipated time frame for the Group’s commercialization and launch; the risk that the technology necessary to successfully operate the Group’s business, as contemplated in the business models and financial forecasts, is delayed, unavailable, not available at commercially anticipated prices, not sufficiently tested, not certified for passenger use or otherwise unavailable to the Group based on its current expectations and anticipated needs; any identified material weaknesses in the Group’s internal control over financial reporting which, if not corrected, could adversely affect the reliability of the Group’s financial reporting; product liability lawsuits, civil or damages claims or regulatory proceedings relating to the Group’s jets, technology, intellectual property or services; the Group’s inability to secure or protect its intellectual property; negative publicity about the Group, its employees, directors, management, shareholders, affiliated parties or Lilium’s founders; costs related to the Business Combination; and those factors discussed in Qell’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 13, 2020 under the heading “Risk Factors,” as updated from time to time by Qell’s Quarterly Reports on Form 10-Q and other documents of Qell on file with the SEC or in the proxy statement that will be filed, or to be filed, with the SEC by Qell. The foregoing list of factors is not exhaustive. There may be additional risks that Qell presently does not know or that Qell currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Qell’s expectations, plans or forecasts of future events and views as of the date of this communication. Qell anticipates that subsequent events and developments will cause Qell’s assessments to change. However, while Qell may elect to update these forward-looking statements at some point in the future, Qell specifically disclaims any obligation to do so, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing Qell’s assessments as of any date subsequent to the date of this communication, nor as an assurance that Qell will achieve its expectations.. Accordingly, undue reliance should not be placed upon the forward-looking statements.
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Qell Acquisition Corp.|
|Date: July 14, 2021||By:|
/s/ Barry Engle
|Name: Barry Engle|