UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 4, 2021
QELL ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands
|
001-39571
|
98-1554553
|
(State or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
505 Montgomery Street, Suite 1100
San Francisco, CA
|
94111
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(415) 874-3000
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
|
x
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on
which registered
|
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant
|
|
QELLU
|
|
Nasdaq Capital Market LLC
|
|
|
|
|
|
Class A Ordinary Shares, par value $0.0001 per share
|
|
QELL
|
|
Nasdaq Capital Market LLC
|
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
|
QELLW
|
|
Nasdaq Capital Market LLC
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange
Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants
that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of
the entity measured at fair value, with changes in fair value each period reported in earnings. Qell Acquisition Corporation (the “Company”)
has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity.
For a full description of the Company’s warrants, please refer to the Company’s final prospectus filed in connection with
its initial public offering (“IPO”) on October 2, 2020 (“Final Prospectus”).
On May 3,
2021, management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Company’s
previous audited balance sheet related to its IPO on October 2, 2020, its quarterly unaudited financial statements for the
period from August 7, 2020 through September 30, 2020 filed on Form 10-Q with the SEC on November 13, 2020, and
its audited financial statements for the period ended December 31, 2020 filed on the Company’s Annual Report on
Form 10-K (the “Affected Periods”) should no longer be relied upon due to changes required for alignment
with the SEC’s Public Statement. The SEC’s Public Statement discussed “certain features of warrants issued in SPAC
transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of
such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes
in fair value each period reported in earnings.” Following consideration of the guidance in the Public Statement, while the
terms and quantum of the warrants as described in the Final Prospectus have not changed, the Company concluded the warrants do not
meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under
which the Company should record the warrants as liabilities on the Company’s balance sheet. The Company has discussed this
approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and intends to file an amendment to its
Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021 (the
“Amended 10-K”) reflecting this reclassification of the warrants for the Affected Periods. The Company has worked
diligently with an independent valuation expert to finalize the valuation of the warrants and will file the Amended 10-K as soon as
practicable. The adjustments to the financial statement items for the Affected Periods will be set forth through expanded disclosure
in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously
reported amounts.
An extraordinary general meeting of the Company’s
shareholders is expected to be scheduled for shareholders’ consideration of the Company’s initial business combination and
the other proposals which will be described in its proxy statement/prospectus relating to the business combination to be filed with the
SEC. As noted above, the terms and quantum of the warrants and all other securities issued by the Company have not changed and the restatement
is not indicative of any change in management’s expectations regarding the business prospects for the Company. The restatement is
required for alignment with the SEC’s Public Statement and would be undertaken regardless of the completion of the business combination.
For those and other reasons, the Company does not believe the restatement should materially impact its shareholders’ consideration
of the business combination proposal and other proposals to be considered and voted upon at the meeting.
Additional Information
A full description of the terms of the proposed business combination
between Qell Acquisition Corp. (“Qell”) and Lilium GmbH (“Lilium”) will be provided in a registration
statement on Form F-4 to be filed with the SEC by Lilium B.V., which will later be converted into a Netherlands public limited liability
company (naamloze vennootschap) (“Lilium N.V.”) that will include a prospectus with respect to Lilium N.V.’s
securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder meeting of Qell
to vote on the business combination. Qell urges its investors, shareholders and other interested persons to read, when available,
the preliminary proxy statement/prospectus filed with the SEC and documents incorporated by reference therein because these documents
will contain important information about Qell, Lilium and the transaction. After the registration statement is declared effective,
the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of Qell as of
a record date to be established for voting on the proposed business combination. Once available, shareholders will also be able to obtain
a copy of the Form F-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge by directing
a request to: Qell, info@qellspac.com. These documents will also be made available on Qell’s website. The preliminary and definitive
proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, on the
SEC’s website (sec.gov).
Participants in the Solicitation Process
Qell, Lilium and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from Qell’s stockholders with respect to the business combination. A list
of the names of those directors and executive officers and a description of their interests in Qell will be filed in the registration
statement to be filed by Lilium B.V., which will later be converted into Lilium N.V. on Form F-4, which will include the proxy statement/prospectus,
for the proposed business combination and be available, without charge, at sec.gov.
Forward-Looking Statements
This communication contains certain forward-looking statements within
the meaning of the federal securities laws, including, but not limited to, statements regarding Lilium’s and Lilium N.V.’s
proposed business and business model, the markets and industry in which Lilium and Lilium N.V. (collectively, the “Lilium Group”)
intend to operate, the anticipated timing of the commercialization and launch of the Lilium Group’s business in phases, and the
expected results of the Lilium Group’s business and business model when launched in phases. 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 communication, 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’ failure to satisfy the conditions to the consummation of the business combination,
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 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 business combination; (v) the
failure of the Lilium Group and its current and future business partners to successfully develop and commercialize the Lilium Group’s
business or significant delays in its ability to do so; (vi) the Lilium Group’s inability to secure or protect its intellectual
property; (vii) the effect of the announcement or pendency of the proposed business combination on Lilium’s business relationships,
performance and operations generally; and (viii) the outcome of any legal proceedings that may be instituted against Qell or the
Lilium Group related to the proposed business combination. 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.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall also
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 4, 2021
|
QELL ACQUISITION CORPORATION
|
|
|
|
|
By:
|
/s/ Barry Engle
|
|
Name:
|
Barry Engle
|
|
Title:
|
Chief Executive Officer
|
Qell Acquisition (NASDAQ:QELL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Qell Acquisition (NASDAQ:QELL)
Historical Stock Chart
From Apr 2023 to Apr 2024