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~~Earliest ~~event~~Event ~~reported~~Reported): May ~~March 30~~4, 2021

~~Qell~~QELL ~~Acquisition~~ACQUISITION ~~Corp~~CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39571	~~001~~98-~~39571~~1554553	~~98-1554553~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)	~~(I.R.S. Employer Identification No.)~~
5050 Montgomery Street, Suite 1100 San Francisco, CA			94111
(Address of principal executive offices)			(Zip Code)

	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~~ intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

x Written ~~communication~~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-~~commencements~~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, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share	QELLU	NASDAQ Capital Market
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant	QELLU	Nasdaq Capital Market LLC
Class A ordinary share, par value $0.0001 per share	QELL	NASDAQ Capital Market
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

~~Indicate~~Warrants, byeach ~~check~~whole ~~mark~~warrant ~~whether~~exercisable ~~the~~for ~~registrant is~~one anClass ~~emerging~~A ~~growth~~Ordinary ~~company~~Share asat ~~defined~~an inexercise ~~Rule~~price ~~405~~ of ~~the Securities Act of 1933 (§230~~$11.~~405~~50 ofQELLW ~~this~~Nasdaq ~~chapter)~~Capital orMarket ~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~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 14.0102 ~~Entry~~Non-Reliance ~~Into~~on APreviously ~~Material~~Issued ~~Definitive~~Financial ~~Agreement~~Statements or a Related Audit Report or Completed Interim Review.

~~Business~~On ~~Combination~~April 12, ~~Agreement~~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 ~~March~~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, ~~2021~~2020 filed on Form 10-Q with the SEC on November 13, 2020, and ~~Qell~~its ~~Acquisition~~audited ~~Corp.~~financial statements for the period ended December 31, a2020 ~~Cayman~~filed ~~Islands~~on ~~exempted~~the ~~company~~Company’s Annual Report on Form 10-K (the “~~Qell~~Affected Periods”), ~~entered~~should ~~into~~no alonger ~~Business~~be ~~Combination~~relied ~~Agreement~~upon ~~(as~~due to changes required for alignment itwith the SEC’s Public Statement. The SEC’s Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be ~~amended,~~common ~~supplemented~~across many entities.” The Public Statement indicated that when one or ~~otherwise~~more ~~modified~~of such ~~from~~features ~~time~~is toincluded ~~time~~in a warrant, the warrant “~~Business~~should ~~Combination~~be ~~Agreement~~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, bywhile the terms and ~~among~~quantum ~~Qell~~of ~~DutchCo~~the ~~B.V.~~warrants as described in the Final Prospectus have not changed, athe ~~Netherlands~~Company ~~limited~~concluded ~~liability~~the ~~company~~warrants do not meet the conditions to be classified in equity and ~~wholly~~instead, ~~owned~~the ~~subsidiary~~warrants meet the definition of ~~Qell~~a ~~Partners~~derivative ~~LLC~~under ~~(“Holdco”)~~ASC 815, under ~~Queen~~which ~~Cayman~~the ~~Merger~~Company ~~LLC,~~should arecord ~~Cayman~~the ~~Islands~~warrants ~~limited~~as ~~liability~~liabilities ~~company~~on ~~(“Merger~~the ~~Sub”)~~Company’s balance sheet. The Company has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and ~~Lilium~~intends ~~GmbH,~~to afile ~~German~~an ~~limited~~amendment to its ~~liability~~Annual ~~company~~Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021 (the “~~Lilium~~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.

~~The~~Item ~~Business~~8.01. ~~Combination Agreement~~Other ~~and the transactions contemplated thereby were approved by the boards of directors of each of Qell, Holdco and Lilium~~Events.

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 ~~Business~~restatement ~~Combination~~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.

~~The~~Additional ~~Business Combination Agreement provides for, among other things, the following transactions on closing (collectively, the “Business Combination”):~~Information

·A ~~After~~full ~~signing~~description of the ~~Business~~terms ~~Combination Agreement, and prior to closing~~ of the ~~Business~~proposed ~~Combination,~~business ~~the~~combination between legal form of Holdco shall be changed from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap); · Qell ~~will~~Acquisition ~~merge~~Corp. ~~with and into Merger Sub~~ (~~the~~ “~~Merger~~Qell”), ~~with~~and ~~Merger~~Lilium ~~Sub~~GmbH ~~as the surviving company~~ (~~the~~ “~~Surviving Company~~Lilium”) inwill ~~the~~be ~~merger~~provided ~~and,~~in ~~after giving effect to such merger, becoming~~ a ~~wholly~~registration statement ~~owned~~on ~~subsidiary~~Form F-4 ofto ~~Holdco;~~be ·filed ~~In connection~~ with the ~~Merger,~~SEC ~~each~~by ~~issued~~Lilium ~~and~~B.V., ~~outstanding~~which ~~ordinary share of Qell~~ will later be converted into a ~~claim~~Netherlands ~~for~~public alimited ~~corresponding~~liability company ~~equity~~(naamloze ~~security~~vennootschap) in(“Lilium ~~the~~N.V.”) ~~Merger~~that ~~Sub,~~will ~~and~~include ~~such~~a ~~claim~~prospectus ~~shall~~with ~~then~~respect beto ~~automatically~~Lilium ~~contributed~~N.V.’s securities ~~into~~to ~~Holdco~~be issued in ~~exchange~~connection ~~for~~with ~~one ordinary share in~~ the ~~share~~business ~~capital~~combination ofand ~~Holdco (~~a ~~“Holdco~~proxy ~~Ordinary~~statement ~~Share”);~~with ·respect ~~Immediately~~to ~~following~~ the ~~Merger,~~shareholder ~~Merger~~meeting ~~Sub~~of ~~and Holdco will cause Merger Sub~~ Qell to, ~~commence~~vote ~~winding~~on ~~up under~~ the ~~Cayman~~business ~~LLC~~combination. Qell ~~Act~~urges ~~and distribute all of~~ its ~~tangible~~investors, ~~and~~shareholders ~~intangible assets (including all cash)~~ and ~~transfer~~other ~~any~~interested ~~and~~persons ~~all of its liabilities~~ to ~~Holdco~~read, (when available, the ~~“Liquidation~~preliminary ~~Distribution~~proxy ~~and~~statement/prospectus ~~Assumption”);~~filed ·with ~~Immediately following~~ the ~~Liquidation~~SEC ~~Distribution~~ and ~~Assumption,~~documents ~~Holdco~~incorporated ~~will~~by ~~take~~reference atherein ~~series~~because ofthese ~~actions~~documents will ~~including,~~contain ~~but~~important ~~not~~information ~~limited~~about toQell, ~~(i)~~Lilium ~~consummation~~and of the ~~Private~~transaction. ~~Placement~~After ~~(as defined below), (ii) appointment of Daniel Wiegand as executive director to~~ the ~~board~~registration ofstatement ~~directors~~is ofdeclared ~~Holdco~~effective, ~~and (iii) execution of~~ the ~~Holdco~~definitive ~~Board~~proxy ~~Agreements~~statement/prospectus ~~(as~~to ~~defined~~be included in the ~~Business~~registration ~~Combination~~statement ~~Agreement);~~will ·be ~~The~~mailed to shareholders of ~~Lilium~~Qell ~~will~~as of a ~~exchange~~record ~~(the~~date ~~“Exchange”)~~to ~~their~~be ~~interests~~established ~~in Lilium~~ for ~~Holdco~~voting ~~Ordinary~~on ~~Shares.~~the ~~All~~proposed ~~Lilium~~business ~~shareholders,~~combination. ~~but~~Once ~~for Daniel Wiegand~~available, shareholders will ~~receive~~also ~~Class~~be Aable ~~Holdco~~to ~~Ordinary~~obtain a ~~Shares~~copy inof the ~~Exchange.~~Form F-4, ~~Daniel~~including ~~Wiegand will receive Class B Holdco Ordinary Shares in~~ the ~~Exchange.~~proxy ~~Class~~statement/prospectus, Band ~~Holdco~~other ~~Ordinary~~documents ~~Shares~~filed ~~will rank parri passu~~ with ~~Class~~the ASEC ~~Holdco~~without ~~Ordinary~~charge ~~Shares~~by indirecting a ~~all~~request ~~respects~~to: Qell, ~~provided~~info@qellspac.com. ~~they~~These documents will also be ~~entitled~~made toavailable 3xon ~~super~~Qell’s ~~voting~~website. ~~rights,~~The ~~subject~~preliminary ~~to customary sunset provisions;~~ and ·definitive proxy ~~Each~~statement/prospectus ~~outstanding warrant~~ to ~~purchase~~be aincluded ~~Class~~in Athe ~~ordinary~~registration ~~share of Qell will~~statement, byonce ~~its terms~~available, ~~convert~~can ~~into~~also abe ~~warrant~~obtained, towithout ~~purchase one Holdco Ordinary Share~~charge, on the SEC’s ~~same contractual terms~~website (sec.gov).

~~Business~~Participants ~~Combination~~in ~~Consideration~~the Solicitation Process

~~In accordance~~Qell, ~~with~~Lilium ~~the terms~~ and ~~subject~~their torespective ~~the~~directors ~~conditions~~and ofexecutive ~~the~~officers may ~~Business~~be ~~Combination~~deemed ~~Agreement,~~participants ~~the~~in ~~consideration to be received by~~ the ~~shareholders~~solicitation of ~~Lilium~~proxies infrom ~~connection~~Qell’s stockholders with ~~the~~respect ~~transactions~~to ~~contemplated under~~ the ~~Business~~business ~~Combination~~combination. ~~Agreement~~A ~~shall be an~~list ~~aggregate~~of ~~number~~the names of ~~Holdco~~those ~~Ordinary~~directors ~~Shares~~and ~~equal~~executive toofficers (and a) ~~$2,400,000,000,~~description ~~divided~~of bytheir ~~(b)~~interests ~~$10.00.~~in ~~Each~~ Qell ~~shareholder~~ will ~~receive~~ ~~one~~be ~~Holdco~~filed ~~Ordinary~~in ~~Share~~the ~~per~~registration statement ~~Qell~~to ~~ordinary~~be ~~share,~~filed asby ~~set~~Lilium ~~forth above~~B.V., ~~Cash~~which ~~held~~will inlater ~~the~~be ~~trust~~converted ~~account~~into ~~net~~Lilium ofN.V. ~~redemptions~~on ~~and the proceeds of the Private Placement (as defined below)~~Form F-4, ~~less~~which ~~the~~will ~~transaction~~include ~~costs of~~ the ~~Business~~proxy ~~Combination~~statement/prospectus, for ~~will~~the beproposed ~~received by~~business ~~Holdco~~combination and ~~used~~be ~~for~~available, ~~general~~without ~~corporate~~charge, ~~purposes~~at ~~after the Business Combination~~sec.gov.

~~Representations~~Forward-Looking ~~and Warranties; Covenants~~Statements

~~Under~~This ~~the~~communication ~~Business~~contains ~~Combination~~certain forward-looking statements within ~~Agreement,~~the meaning of the ~~respective~~federal ~~parties~~securities ~~made~~laws, ~~customary~~including, ~~representations~~but not limited to, statements regarding Lilium’s and ~~warranties~~Lilium ~~for~~N.V.’s proposed ~~transactions~~business ofand ~~this~~business ~~type~~model, ~~regarding~~the ~~themselves~~markets and industry in which Lilium and Lilium N.V. ~~The~~(collectively, the “Lilium Group”) ~~representations~~intend ~~and~~to ~~warranties~~operate, ~~made~~the ~~under~~anticipated timing of the ~~Business~~commercialization ~~Combination~~and ~~Agreement~~launch ~~shall~~of ~~not~~the ~~survive~~Lilium Group’s business in phases, and the expected ~~closing~~results of the ~~Business~~Lilium ~~Combination~~Group’s business and business model when launched in phases. These forward-looking statements generally Inare ~~addition,~~identified by the ~~parties~~words to“believe,” ~~the~~“project,” ~~Business~~“expect,” ~~Combination~~“anticipate,” ~~Agreement~~“estimate,” ~~made~~“intend,” ~~covenants~~“strategy,” ~~that~~“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such statements are ~~customary~~based ~~for~~on ~~transactions~~management’s belief or interpretation of ~~this~~information ~~type~~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.

~~Conditions~~Many factors could cause actual future events to ~~Each~~differ ~~Party~~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 ~~Obligations~~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.

~~Consummation~~No ofOffer ~~the~~or transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including the approval of Qell’s shareholders.Solicitation

InThis ~~addition,~~communication ~~consummation~~shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the ~~transactions~~proposed ~~contemplated~~business bycombination. ~~the~~This ~~Business~~communication ~~Combination~~shall ~~Agreement~~also not isconstitute ~~subject~~an offer to ~~other~~sell ~~closing~~or ~~conditions,~~the ~~including~~solicitation of an offer to buy any securities, ~~among~~nor ~~others: (i)~~ shall there ~~has~~be ~~been~~any nosale ~~Company~~of ~~Material~~securities ~~Adverse~~in ~~Effect~~any states ~~(as~~or ~~defined~~jurisdictions in ~~the~~which ~~Business~~such ~~Combination~~offer, ~~Agreement);~~solicitation ~~(ii)~~or ~~the~~sale ~~registration~~would ~~statement to~~ be ~~filed~~unlawful byprior ~~Holdco~~to ~~has~~registration ~~become~~or ~~effective;~~qualification ~~and~~under ~~(iii)~~ the ~~Aggregate~~securities laws ~~Holdco~~of ~~Transaction~~any ~~Proceeds~~such ~~(as~~jurisdiction. ~~defined~~No inoffering ~~the~~of ~~Business~~securities ~~Combination Agreement)~~ shall be ~~equal~~made toexcept orby ~~greater~~means ~~than~~of ~~$450~~a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,~~000,000~~ as amended.

~~Termination~~SIGNATURE

~~The~~Pursuant ~~Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior~~ to the ~~closing~~requirements of the ~~Business Combination,~~Securities ~~including~~Exchange ~~(i) by~~Act ~~either~~of ~~party~~1934, if the ~~closing~~registrant ~~of the Business Combination~~ has ~~not~~duly occurred on or before the later of (A) the date that is 6 calendar months after the date of the Business Combination Agreement, and (B) the date that is 6 calendar months following (x) notification from the German BMWi (as defined in the Business Combination Agreement) that a certificate of non-objection is required in respect of the Business Combination, or (y) the parties to the Business Combination Agreement coming to the mutual decision to seek a certificate of non-objection from the German BMWi, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate shall have proximately caused ~~the~~this ~~failure~~report to ~~consummate~~be ~~the~~signed ~~transactions contemplated by the Business Combination Agreement~~ on orits ~~before~~behalf ~~such date and (ii)~~ by ~~either party, if Qell’s shareholders do not approve~~ the ~~Business~~undersigned ~~Combination at~~hereunto aduly ~~meeting of Qell’s shareholders~~authorized. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of willful or material breach or actual fraud.

A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material to an investment decision.

Dated: May 4, 2021	QELL ACQUISITION CORPORATION

	By:	/s/ Barry Engle
	Name:	Barry Engle
	Title:	Chief Executive Officer

Sponsor Letter Agreement

Concurrent with the execution of the Business Combination Agreement, Qell Partners LLC, a Cayman Islands exempted company (“Qell Sponsor”), Qell, Holdco and Lilium entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Qell Sponsor has agreed (a) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and take all actions reasonably necessary to cause the closing of the Business Combination, including execution of the Holdco shareholder approval, (b) to waive any adjustment to the conversion ratio set forth in the Qell’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the class B ordinary shares of Qell held by them, and (c) forfeit 1,828,945 of the Holdco Ordinary Shares acquired by the Qell Sponsor in connection with the Merger, and subject 3,063,422 of the Holdco Ordinary Shares acquired by the Qell Sponsor in connection with the Merger (in addition to any New Shares (as defined in the Sponsor Letter Agreement) issued with respect to such Holdco Ordinary Shares) to certain time and performance vesting provisions.

A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

Private Placement

Concurrently with the execution of the Business Combination Agreement, Qell and Holdco entered into Subscription Agreements with certain investors (collectively, the “Private Placement Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase and Holdco agreed to issue and sell to such investors, 45,000,000 Holdco Ordinary Shares (the “Private Placement Shares”), for an aggregate of $450,000,000 (the “Private Placement”) in proceeds. The closing of the Private Placement is contingent upon, among other things, the substantially concurrent consummation of the Business Combination and related transactions.

In connection with the Private Placement, Holdco will grant the Private Placement Investors certain customary registration rights. The Private Placement Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising.

The form of Subscription Agreement is attached as Exhibit 10.2 hereto.

Item 7.01 Regulation FD Disclosure.

On March 30, 2021, Qell issued a press release announcing the execution of the Business Combination Agreement and the Private Placement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information

In connection with the proposed transactions, Holdco intends to file a Registration Statement on Form F-4, which will include a preliminary prospectus of Holdco and preliminary proxy statement of Qell. Qell will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. Investors and security holders of Qell are advised to read, when available, the proxy statement/prospectus in connection with Qell’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the proposed transaction (and related matters) because the proxy statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus will be mailed to shareholders of Qell as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov or by directing a request to: Qell Acquisition Corp., 505 Montgomery Street, Suite 1100, San Francisco, CA 94111.

Participants in the Solicitation

Qell, Lilium, Holdco and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Qell’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Qell’s directors and officers in Qell’s filings with the SEC, including Qell’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 13, 2020, and such information and names of Lilium’s directors and executive officers will also be in the Registration Statement on Form F-4 to be filed with the SEC by Holdco, which will include the proxy statement of Qell for the Business Combination.

Forward Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “project,” “may,” “will,” “will be,” “will likely result,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “strategy,” “opportunity,” “predict,” “potential,” “seem,” “seek,” “future,” outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Qell, Holdco, Lilium and Merger Sub (collectively, for the purposes of this paragraph, the “Group”), the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, the anticipated timing of the Business Combination, the Group’s proposed business and business model, the markets and industry in which the Group intends to operate, the anticipated timing of the commercialization and launch of the Group’s business in phases, the expected results of the Group’s business and business model when launched in phases, and the Group’s projected future results, including estimates related to revenue, EBITDA and gross margins, and other statements that are not historical facts. These statements are based on assumptions and the current expectations of Qell’s management with respect to future events. These statements are not predictions of actual performance and are subject to change at any time. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Qell and Lilium. These statements are subject to a number of risks and uncertainties regarding Qell’s businesses and the Business Combination, and actual events or results may differ materially. The Group will operate in a rapidly changing emerging industry. New risks emerge every day. Many factors could cause actual future events or results to differ materially from the statements made herein. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; applicable taxes, inflation, interest rates and the regulatory environment; the outcome of judicial proceedings to which Lilium is or may become a party; the risk that the proposed transaction is not completed in a timely manner or at all, which may adversely affect the price of Qell’s securities; the risk that the proposed transaction is not completed by Qell’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by Qell; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of, or relating to, the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; failure to satisfy the conditions to the consummation of the Business Combination, including the risk that the approval of the shareholders of Qell or Lilium for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Qell and Lilium; the risk that the Business Combination disrupts current plans and operations, including as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees and the potential difficulties in employee retention as a result of the Business Combination; the amount of redemption requests made by Qell’s shareholders; failure to satisfy the minimum trust account amount following redemptions by Qell’s shareholders; the inability to secure necessary governmental and regulatory approvals; the lack of a third party valuation in Qell’s determination to pursue the Business Combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the impact of COVID-19 on Lilium’s business or the Business Combination; the effect of the announcement or pendency of the Business Combination on Lilium’s business relationships, performance and operations generally; the inability to obtain or maintain the listing of the post-combination company’s securities on Nasdaq following the Business Combination; the risk that the market price of Qell 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 Group will operate, the regulatory framework of the industry in which the Group will operate, developments in the Group’s business and operations, and changes in the capital structure; the 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 Business Combination; general economic downturns or general systematic changes to the industry in which the Group will operate, including a negative safety incident involving one of the Group’s competitors that results in decreased demand for the Group’s jets or services; the failure of the Group and its current and future business partners to successfully develop and commercialize the Group’s business, or significant delays in its ability to do so; the risk that the post-combination company never achieves or sustains profitability; the failure by the post-combination company to raise additional capital necessary to execute its business plan, which may not be available on acceptable terms or at all; difficulties in managing the post-combination company’s growth, moving between development phases or expanding its operations; failure by third-party suppliers, component manufacturers or service provider partners to fully and timely meet their obligations or deliver the high-level customer service that the Group’s customers expect; failure by the Group’s jets to perform as expected, delays in producing the Group’s jets or delays in seeking full certification of all aspects of the Group’s jets, causing overall delays in the anticipated time frame for the Group’s commercialization and launch; the risk that the technology necessary to successfully operate the 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 Group based on its current expectations and anticipated needs; any identified material weaknesses in the Group’s internal control over financial reporting which, if not corrected, could adversely affect the reliability of the Group’s financial reporting; product liability lawsuits, civil or damages claims or regulatory proceedings relating to the Group’s jets, technology, intellectual property or services; the Group’s inability to secure or protect its intellectual property; negative publicity about the Group, its employees, directors, management, shareholders, affiliated parties or Lilium’s founders; costs related to the Business Combination; and those factors discussed in Qell’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which was filed with the SEC on November 13, 2020 under the heading “Risk Factors,” as updated from time to time by Qell’s Quarterly Reports on Form 10-Q and other documents of Qell on file with the SEC or in the proxy statement that will be filed, or to be filed, with the SEC by Qell. The foregoing list of factors is not exhaustive. There may be additional risks that Qell presently does not know or that Qell currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Qell’s expectations, plans or forecasts of future events and views as of the date of this communication. Qell anticipates that subsequent events and developments will cause Qell’s assessments to change. However, while Qell may elect to update these forward-looking statements at some point in the future, Qell specifically disclaims any obligation to do so, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing Qell’s assessments as of any date subsequent to the date of this communication, nor as an assurance that Qell will achieve its expectations.. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1†		Business Combination Agreement, dated as March 30, by and among Qell Acquisition Corp., Qell DutchCo B.V., Queen Cayman Merger LLC and Lilium GmbH.
10.1		Sponsor Letter Agreement, dated as of March 30, 2021 by and between Qell Acquisition Corp., Qell Partners, LLC, Qell DutchCo B.V. and Lilium GmbH.
10.2		Form of Subscription Agreement.
99.1		Press release, dated March 30, 2021.

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

	Qell Acquisition Corp.
Date: March 30, 2021	By:	/s/ Barry Engle
		Name: Barry Engle
		Title: CEO

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