Lilium has announced the pricing of a $119 million capital raise from existing shareholders, new investors, and strategic partners, which include Honeywell and Aciturri as well as LGT and its affiliated impact investor Lightrock, Tencent, B. Riley Securities and certain affiliates thereof.

Lilium’s new CEO, Klaus Roewe, as well as three additional board members, Barry Engle, David Wallerstein and Niklas Zennström, are also participating in this fundraising, which is a concurrent private placement and registered direct offering. Citigroup, B. Riley Securities and Piper Sandler are acting as placement agents for the offerings.

Lilium agreed to issue and sell: (a) an aggregate of 91,524,936 of the Company’s Class A ordinary shares (the “Shares”), at a price of $1.30 per share; and (b) warrants exercisable for an aggregate of 45,762,463 Shares, with an exercise price of $1.30 per share in the private placement and registered direct offerings.

The offerings are expected to close on November 22, 2022, subject to customary closing conditions. Lilium and its officers and directors have agreed to a lockup of 30 days subject to customary exclusions.

The securities in the registered direct offering are being offered by Lilium pursuant to a shelf registration statement on Form F-3 (File No. 333-267719) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), which the SEC declared effective on October 12, 2022.

A final prospectus supplement related to the registered direct offering will be filed with the SEC, and will be available on the SEC’s website located at http://www.sec.gov.

The securities sold in the private placement, including, when issued, the shares underlying the warrants, are being issued pursuant to the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

In June 2021, Lilium chose Honeywell to develop the avionics and flight control systems for its seven-seater eVTOL aircraft, with Honeywell also announcing it is investing in the German startup.

In April 2020, Lilium completed an internal funding round worth more than $240 million, to help continue the development of its all-electric aircraft for use as a flying taxi service.