Lilium, developer of the first all-electric vertical take-off and landing jet, has announced a US$192 million financing, including the pricing of an upsized US$75 million underwritten public offering of 57,692,308 of the company's Class A ordinary shares (the shares), as well as a concurrent US$42 million private placement of 32,146,147 shares and warrants to purchase 8,036,528 shares led by Earlybird Venture Capital and including BIT Capital, UVC Partners, and Frank Thelen, as well as multiple Lilium board members and senior executives (the 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), Aceville will fund an additional US$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 US$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 US$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 (the “SEC”), which the SEC declared effective on October 12, 2022. A preliminary prospectus supplement related to the underwritten offering was filed with the SEC on July 13, 2023, and a final prospectus supplement will be filed with the SEC.
In connection with the concurrent PIPE, the company entered into a securities purchase agreement with a number of investors led by Earlybird Venture Capital and including BIT Capital, UVC Partners, and Frank Thelen, as well as multiple Lilium board members and senior executives for the purchase and sale of an aggregate of 32,146,147 shares for US$1.30 per share and warrants to purchase up to 8,036,528 Shares at an exercise price of US$2.00 per share. Each warrant will be immediately exercisable for one quarter of one share, with only whole shares issuable upon exercise.
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, US$21 million of the PIPE is expected to close on July 18, 2023, and US$21 million of the PIPE is expected to close on July 31, 2023, in each case subject to satisfaction of customary closing conditions. (£1.00 = US$1.31 at time of publication).
