Lilium announces pricing of upsized $192 million financing

Lil­i­um today announced a $192 mil­lion financ­ing, includ­ing the pric­ing of an upsized $75 mil­lion under­writ­ten pub­lic offer­ing of 57,692,308 of the Com­pa­ny’s Class A ordi­nary shares, as well as a con­cur­rent $42 mil­lion pri­vate place­ment of 32,146,147 shares for $1.30 per share and war­rants to pur­chase 8,036,528 shares at an exer­cise price of $2.00 per share.

This will be led by Early­bird Ven­ture Cap­i­tal and includ­ing BIT Cap­i­tal, UVC Part­ners, and Frank The­len, as well as mul­ti­ple Lil­i­um board mem­bers and senior exec­u­tives (PIPE).

Addi­tion­al­ly, pur­suant to the pur­chase agree­ment dat­ed May 1, 2023, between the Com­pa­ny and Aceville Pte Lim­it­ed, an affil­i­ate of Ten­cent Hold­ings Lim­it­ed, Aceville will fund an addi­tion­al $75 mil­lion to par­tial­ly pre­pay against the total exer­cise price of the war­rants issued under such agree­ment, assum­ing that the under­writ­ten pub­lic offer­ing and the con­cur­rent PIPE gen­er­ate at least $75 mil­lion of gross pro­ceeds.

In con­nec­tion with the under­writ­ten pub­lic offer­ing, the price of the 57,692,308 Shares being sold to the pub­lic is $1.30 per share. The Com­pa­ny has grant­ed to the under­writer an option to pur­chase up to 8,653,846 addi­tion­al Shares for the next 30 days, sole­ly to cov­er over-allot­ments.

B Riley Secu­ri­ties is serv­ing as the sole bookrun­ner and under­writer for the offer­ing. The Com­pa­ny intends to use the net pro­ceeds from the offer­ing for gen­er­al cor­po­rate pur­pos­es.

The Shares in the under­writ­ten pub­lic offer­ing are being offered pur­suant to a shelf reg­is­tra­tion state­ment on Form F‑3 (File No. 333–267719) pre­vi­ous­ly filed with the U.S. Secu­ri­ties and Exchange Com­mis­sion (SEC), which iy declared effec­tive on Octo­ber 12, 2022.

A pre­lim­i­nary prospec­tus sup­ple­ment relat­ed to the under­writ­ten offer­ing was filed with the SEC yes­ter­day, and a final prospec­tus sup­ple­ment will be filed with the SEC. The pre­lim­i­nary prospec­tus sup­ple­ment is, and the final prospec­tus sup­ple­ment will be, avail­able on the SEC’s web­site locat­ed at http://www.sec.gov.

The war­rants will expire 18 months from the date of issuance. The secu­ri­ties pur­chase agree­ment con­tains cus­tom­ary reg­is­tra­tion rights. B. Riley Secu­ri­ties is serv­ing as the sole place­ment agent for the PIPE.

The pub­lic offer­ing is expect­ed to close on July 18, 2023, $21 mil­lion of the PIPE is expect­ed to close on July 18, 2023, and $21 mil­lion of the PIPE is expect­ed to close on July 31, 2023, in each case sub­ject to sat­is­fac­tion of cus­tom­ary clos­ing con­di­tions.