Lilium SPAC Presentation Deck
Legal disclaimer
In connection with the proposed business combination and related transactions (the "Proposed Transaction"), Lilium GmbH ("Lilium" or the "Company"), Qell Acquisition Corp. ("Qell") and Lilium B.V. (which will convert into Lilium N.V., a public company under
Dutch law, before completion of the Proposed Transaction), the holding company that will acquire Lilium and Qell ("New Lilium") (collectively referred to herein as the "Lilium Group"), New Lilium has filed a registration statement on Form F-4 (the "Registration
Statement") with the U.S. Securities and Exchange Commission (the "SEC"). The Registration Statement includes preliminary proxy materials that will be distributed to Qell's shareholders in connection with its solicitation for voting proxies in respect of the
proposed business combination and other matters described in the Registration Statement, as well as a prospectus relating to the offer of New Lilium's securities to be issued in the Proposed Transaction. Investors, shareholders and other interested parties are
advised to read the Registration Statement (and all amendments thereto) as well as other documents filed with the SEC in connection with the Proposed Transaction, because these documents will contain important information about the Lilium Group and the
Proposed Transaction. The definitive proxy statement/prospectus will be mailed to Qell's stockholders as of the record date established for voting on the proposed business combination. Interested parties will also be able to obtain copies of such documents,
without charge, at the SEC's website located at www.sec.gov or by directing a request to Colleen Robar, Qell Acquisition Corp., 505 Montgomery Street, Suite 1100, San Francisco, CA 94111 or by telephone at +1 313-207-5960.
No Representations or Warranties
No representations or warranties, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will the Lilium Group or any of their respective subsidiaries, shareholders, affiliates, representatives,
partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or
on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources, as well as from research reports prepared for
other purposes that the Lilium Group believes are reasonable. The Lilium Group has not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness, and this data is subject to change. This
presentation does not purport to be exhaustive or to contain all the information to make a full analysis of the Lilium Group or the Proposed Transaction. Except as otherwise required by applicable law, the Lilium Group disclaims any duty to update the
information contained in this presentation.
Forward-Looking Statements and Risk Factors
This presentation contains certain forward-looking statements, including statements regarding the benefits of the Proposed Transaction, the anticipated timing of the Proposed Transaction, the Lilium Group's proposed business and business model, the markets
and industry in which the Lilium Group intends to operate, the anticipated timing of the commercialization and launch of the Lilium Group's business in phases, the expected results of the Lilium Group's business and business model when launched in phases,
and Lilium Group's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will,
"would," "will be," "will continue," "will likely result," and similar expressions. Such statements are based on management's belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other
statements about future events that are based on management's current expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. The Lilium Group will operate in a rapidly
changing emerging industry. New risks emerge every day. Given these risks and uncertainties, you should not rely on or place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the
projections or forward-looking statements.
Many factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including, but not limited to, the following risks: (i) the transaction may not be completed in a timely manner or at all, which may
adversely affect the price of Qell's securities; (ii) the transaction may not be completed by Qell's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Qell; (iii) the parties fail to satisfy
the conditions to the consummation of the transaction, such as Qell's shareholders or Lilium's shareholders failing to adopt the business combination agreement, failing to satisfy the minimum trust account amount following redemptions by Qell's public
shareholders or an inability to secure necessary governmental and regulatory approvals; (iv) the lack of a third party valuation in Qell's determination to pursue the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement; (vi) the impact of COVID-19 on Lilium's business or the Proposed Transaction; (vii) the effect of the announcement or pendency of the Proposed Transaction on Lilium's business relationships,
performance and operations generally; (viii) the inability to complete the PIPE investment in connection with the transaction; (ix) the Proposed Transaction disrupts Lilium's current business plans and operations or potential difficulties in Lilium employee
retention as a result of the Proposed Transaction; (x) the outcome of any legal proceedings that may be instituted against the Lilium Group related to the Proposed Transaction; (xi) the Lilium Group's ability to obtain or maintain Qell's securities listing on the
Nasdaq; (xii) the market price of Qell's 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 Lilium Group will operate, the regulatory framework of the industry in
which the Lilium Group will operate, developments in the Lilium Group's business and operations, and changes in the capital structure; (xiii) the Lilium 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 Proposed Transaction; (xiv) general economic downturns or general systematic changes to the industry in which the Lilium Group will operate, including a negative safety incident involving
one of the Lilium Group's competitors that results in decreased demand for the Lilium Group's jets or services; (xv) the Lilium Group and its current and future business partners will be unable to successfully develop and commercialize the Lilium Group's
business, or experience significant delays in doing so; (xvi) the post-combination company may never achieve or sustain profitability; (xvii) the post-combination company will need to raise additional capital to execute its business plan, which may not be available
on acceptable terms or at all; (xviii) the post-combination company experiences difficulties in managing its growth, moving between development phases or expanding its operations; (xix) third-party suppliers, component manufacturers or service provider
partners are not able to fully and timely meet their obligations or deliver the high-level customer service that the Lilium Group's customers will expect; (xx) the Lilium Group's jets not performing as expected, delays in producing the Lilium Group's jets or delays
in seeking full certification of all aspects of the Lilium Group's jets, causing overall delays in the anticipated time frame for the Lilium Group's commercialization and launch; (xxi) the technology necessary to successfully operate the Lilium 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 Lilium Group based on its current
expectations and anticipated needs; (xxii) any identified material weaknesses in the Lilium Group's internal control over financial reporting which, if not corrected, could adversely affect the reliability of the Lilium Group's financial reporting; (xxiii) product liability
lawsuits, civil or damages claims or regulatory proceedings relating to the Lilium Group's jets, technology, intellectual property or services; (xxiv) the Lilium Group's inability to secure or protect its intellectual property; and (xxv) negative publicity about the Lilium
Group, its employees, directors, management, shareholders, affiliated parties or Lilium's founders. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. You are cautioned not to put undue reliance
on forward-looking statements, and the Lilium Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Lilium Group is not giving you any
assurance that it will achieve its expectations.
Lilium Analyst Presentation 2021
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