Lilium, developer of the first all-electric vertical take-off and landing (eVTOL) jet, has announced a $192 million financing.

This includes 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 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 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 the SEC declared effective on Oct. 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.

The preliminary prospectus supplement is and the final prospectus supplement will be available on the SEC’s website, or may be obtained from B. Riley Securities.

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 $1.30 per share and warrants to purchase up to 8,036,528 Shares at an exercise price of $2 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, $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.

The underwritten public offering is not conditioned on the closing of the PIPE, but the closing of the PIPE is conditioned on the company becoming party to binding agreements with respect to the issuance of shares and/or warrants to purchase shares with aggregate gross proceeds of at least $75 million.

The securities sold in the PIPE will be subject to a 90-day lockup and are being issued pursuant to the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S, have not been registered under the Securities Act or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of the shares or warrants in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.