QELL / Qell Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

QELL / Qell Acquisition Corp / 683 Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Qell Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7307X105 (CUSIP Number) December 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39571 Qell Acquisition Corp. (Exact name of registrant as specified in i

Submission of Matters to a Vote of Security Holders

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): September 10, 2021 Qell Acquisition Corp.

Qell Acquisition Corp. shareholders approve business combination with Lilium

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium B.V. Commission File No. 001-39571 Qell Acquisition Corp. shareholders approve business combination with Lilium MUNICH and SAN FRANCISCO, Sept.10, 2021 — Qell Acquisition Corp. (NASDAQ: QELL.U, QELL and QELL.WS

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium B.V. Commission File No. 001-39571 Subject: Lilium News: new board announcement, flight testing & Reddit AMA Preview text New Board members David Neeleman and Peggy Smyth, flight testing update and the team ans

Other Events

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): September 2, 2021 Qell Acquisition Corp.

Chairman of Azul Brazilian Airlines David Neeleman to join Lilium Board following business combination with Qell

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium B.V. Commission File No. 001-39571 Chairman of Azul Brazilian Airlines David Neeleman to join Lilium Board following business combination with Qell MUNICH AND SAN FRANCISCO, [1 September 2021]: Lilium GmbH (?Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Qell Acquisition Corp. and Lilium Announce September 10 Special Meeting to Vote on Business Combination

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium B.V. Commission File No. 001-39571 Qell Acquisition Corp. and Lilium Announce September 10 Special Meeting to Vote on Business Combination Munich & San Francisco, August 11, 2021- Lilium GmbH (?Lilium?), positi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul

CNBC interview with Daniel Wiegand transcript

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium B.V. Commission File No. 001-39571 CNBC interview with Daniel Wiegand transcript Presenter 1: I?m very pleased to say that Daniel Wiegand, CEO and co-founder of Lilium joins us now and Annette is also with us f

Interview with Jessica Bryndza transcript

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Interview with Jessica Bryndza transcript CAPTION: JESSICA BRYNDZA CHIEF MARKETING OFFICER The role of the CMO at Lilium today is unique one. We're pre-revenue, and so technic

QELL / Qell Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - QELL ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qell Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7307X105 (CUSIP Number) July 28, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pu

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Cheddar News: Interview with Alex Asseily transcript Kristen Scholer: All right, well, some other news here. An electric jet startup is ready for takeoff. Lilium, a German com

Lilium Capital Markets Day Transcript

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Lilium Capital Markets Day Transcript Bjoern Scheib Good afternoon and good morning to everyone. Welcome to Lilium's capital market day. I think you've got a great group on th

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Capital Markets Day Presentation 02 August 2021 In connection with the proposed business combination and related transactions (the ?Proposed Transaction?), among Lilium GmbH (

Lilium holds Capital Markets Day, announces plan for $1 billion commercial deal & strategic alliance with leading Brazilian airline Azul and the appointment of new board members following business combination with Qell

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Lilium holds Capital Markets Day, announces plan for $1 billion commercial deal & strategic alliance with leading Brazilian airline Azul and the appointment of new board membe

DAVID NEELEMAN Hi. I’m David Neeleman. We are so proud to be announcing an order of 220 Lilium aircraft today. I’m the founder of many airlines. My first airline was Morris Air in Salt Lake, I went to Canada and started…helped to found WestJet, then

AZUL PARTNERSHIPS VIDEO (WITH DAVID NEELEMAN ) TRANSCRIPT 01/08/2021 DURATION: 02:46 CAPTION: DAVID NEELEMAN FOUNDER OF AZUL WESTJET & JETBLUE DAVID NEELEMAN Hi.

MIKE MADSEN I’m Mike Madsen, President and CEO of Honeywell Aerospace. Honeywell’s role in this partnership goes far beyond selling systems to Lilium. We’re really a partner with Lilium. The exciting thing about the partnership is it brings together

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 HONEYWELL, PALANTIR AND CUSTOMCELLS PARTNER VIDEO 01/08/2021 DURATION: 03:38 CAPTION: MIKE MADSEN PRESIDENT AND CEO HONEYWELL AEROSPACE MIKE MADSEN I?m Mike Madsen, President

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lillium GmbH Commission File No. 001-39571 Lilium partners with CUSTOMCELLS to produce high-performance silicon-anode batteries for the 7-Seater Lilium Jet Munich/T?bingen, July 28, 2021: Lilium GmbH (?Lilium?), posit

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Transcript Josh: Welcome to Seeking Alpha CEO interviews. Today my guest is Daniel Wiegand, CEO of Lilium. Daniel - can you tell me first off you announced a bit ago, but what

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Interview with Geoffrey Richardson Transcript CAPTION: GEOFFREY RICHARDSON CHIEF FINANCIAL OFFICER If I were to describe Lilium in two words, those words would be 'fundamental

Entry into a Material Definitive Agreement

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): July 14, 2021 Qell Acquisition Corp.

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): July 14, 2021 Qell Acquisition Corp

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): July 14, 2021 Qell Acquisition Corp.

Bloomberg Video with Daniel Wiegand Transcript

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Bloomberg Video with Daniel Wiegand Transcript Matt: Newark to JFK airports, it's one of the most annoying transfers anyone has ever made in the history of airports, and it wo

Lilium holds Analyst Day, announcing former Airbus CEO Dr. Thomas Enders will serve as Chairman of the Board following business combination with Qell

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Lilium holds Analyst Day, announcing former Airbus CEO Dr. Thomas Enders will serve as Chairman of the Board following business combination with Qell ? Dr. Thomas Enders, who

TOM ENDERS My name is Tom Enders I joined Lilium and the advisory board couple of months ago, and I spent almost thirty years in the aerospace industry, with quite a few years as the chief executive of Airbus. The philosophy here is, frankly, if the

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 PARTNERSHIPS VIDEO (WITH TOM ENDERS) INTRO TRANSCRIPT 15/06/2021 DURATION: 05:10 CAPTION: TOM ENDERS LILIUM BOARD DIRECTOR FORMER CEO AIRBUS TOM ENDERS My name is Tom Enders I

Lilium Analyst Teach-In Transcript

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Lilium Analyst Teach-In Transcript [Mark Roberts] Well, everybody, we're sort of gathering here. Give us a couple of seconds for people to filter into the presentation and the

Filed by Qell Acquisition Corp.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Analyst Presentation 15 June 2021 Legal disclaimer In connection with the proposed business combination and related transactions (the ?Proposed Transaction?), Lilium GmbH (?Li

Fig. 5: An illustration of Lilium’s Validation and Verification process closely aligned with publications on the development of complex aircraft and systems to satisfy EASA and the FAA means of compliance.

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Path to certification of the Lilium 7-Seater Jet By Yves Yemsi, Chief Program Officer, and Bhavesh Mandalia, Head of Airworthiness In March 2021, Lilium revealed the developme

Lilium partners with Honeywell on avionics and flight control systems for 7-Seater Lilium Jet Leading aerospace firm will also become an investor in Lilium underlining strength of the relationship as Lilium prepares for launch in 2024

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Lilium partners with Honeywell on avionics and flight control systems for 7-Seater Lilium Jet Leading aerospace firm will also become an investor in Lilium underlining strengt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨  TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ?? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Qell Acquisition Corp. (Exact name of registrant as

Lilium to establish airline operations in Europe

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Press release Lilium to establish airline operations in Europe Munich, May 20, 2021: Lilium GmbH (?Lilium?), positioned to be a global leader in regional electric air mobility

Lilium to establish airline operations in Europe

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Press release Lilium to establish airline operations in Europe Munich, May 20, 2021: Lilium GmbH (?Lilium?), positioned to be a global leader in regional electric air mobility

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number)

NT 10-Q 1 tm2111815d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 1-34392 (Commission File Number) (Check one): Form 10-K o Form 20-F o Form 11-K o Form 10-Q x Form 10-D o Form N-SAR o Form N-CSR o For Period Ended: March 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Repor

Merger Prospectus - 425

425 1 a21-1115816425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Qell Acquisition Corp and Lilium announce filing of F-4 Registration Statement Munich & San Francisco, May 6, 2021 - Qell Acquisition Corp. (“Qell

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QELL ACQUISITION CORP. (Exact name of registrant as specified in its chart

Description of the Registrant’s Securities.*

EXHIBIT 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Qell Acquisition Corp. (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exh

Merger Prospectus - 425

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.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

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.

Merger Prospectus - 425

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 The following article was posted on FlightGlobal.com on April 22, 2021 Lilium nears resumption of test flights as development work continues By: Dominic Perry April 22, 2010 G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Qell Acquisit

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Qell Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G7307X105 (CUSIP Number) April 5, 2021 (Date of E

Description of the Registrant’s Securities.*

? EXHIBIT 4.5? DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Qell Acquisition Corp. (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an

Annual Report - 10-K

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Merger Prospectus - 425

425 1 tm2111158d7425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Architectural performance assessment of an electric vertical take-off and landing (e-VTOL) aircraft based on a ducted vectored thrust concept Autho

Merger Prospectus - 425

425 1 tm2111158d4425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Transcription – Lilium Investor Film 1 TITLECARD: Lilium Technology: Mission Profile and Aircraft Architecture CAPTION Daniel Wiegand – CEO and Co

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.

Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of March 30, 2021 by and among Qell Partners, LLC, a Cayman Islands limited liability company (the ?Sponsor?), Qell Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (?Qell?), Qell DutchCo B.V., a newly formed Dutch limited liabilit

Merger Prospectus - 425

425 1 tm2111158d11425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 FINAL Announcement day social posts - Corporate accounts Last update on Monday, 29 MARCH, 11PM CET Website banner asset – to be pulled through on

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.

Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of March 30, 2021 by and among Qell Partners, LLC, a Cayman Islands limited liability company (the ?Sponsor?), Qell Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (?Qell?), Qell DutchCo B.V., a newly formed Dutch limited liabilit

Form of Subscription Agreement.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and between Qell Acquisition Corp, a Cayman Islands exempted company (?Qell?), Qell DutchCo B.V. (?Lilium Holdco?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the proposed business combinati

Merger Prospectus - 425

425 1 tm2111158d8425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Fact Sheet Lilium 7-Seater Jet March 30, 2021 • Carries 6 passengers and 1 pilot • Uses proprietary Ducted Electric Vectored Thrust technology • P

Lilium announces intention to list on Nasdaq through a merger with Qell Acquisition Corp., and reveals development of its 7-Seater electric vertical take-off and landing jet

Exhibit 99.1 Lilium announces intention to list on Nasdaq through a merger with Qell Acquisition Corp., and reveals development of its 7-Seater electric vertical take-off and landing jet March 30, 2021 ? Lilium GmbH (?Lilium?) is positioned to be the global leader in regional electric air mobility. The 7-Seater Lilium Jet, an electric vertical take-off and landing jet, and Lilium?s service for peo

Business Combination Agreement, dated as March 30, by and among Qell Acquisition Corp., Qell DutchCo B.V., Queen Cayman Merger LLC and Lilium GmbH.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG QELL DUTCHCO B.V., QUEEN CAYMAN MERGER LLC, QELL ACQUISITION CORP., AND LILIUM GMBH DATED AS OF MARCH 30, 2021 TABLE OF CONTENTS PAGE Article 1 CERTAIN DEFINITIONS 4 Section 1.1. Definitions 4 Section 1.2. Certain Defined Terms 21 Article 2 Business Combination 24 Section 2.1. Transactions 24 Section 2.2. Closing 27 Section 2.3. Withholding 2

Merger Prospectus - 425

425 1 tm2111158d6425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Transcription Lilium Film 3 Lilium Logo TITLE: Manufacturing And Supply Chain Hello, my name is Dirk Gebser, I am the responsible leader of the pr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 30, 2021 Qell Acquisition Corp.

Business Combination Agreement, dated as March 30, by and among Qell Acquisition Corp., Qell DutchCo B.V., Queen Cayman Merger LLC and Lilium GmbH.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG QELL DUTCHCO B.V., QUEEN CAYMAN MERGER LLC, QELL ACQUISITION CORP., AND LILIUM GMBH DATED AS OF MARCH 30, 2021 TABLE OF CONTENTS PAGE Article 1 CERTAIN DEFINITIONS 4 Section 1.1. Definitions 4 Section 1.2. Certain Defined Terms 21 Article 2 Business Combination 24 Section 2.1. Transactions 24 Section 2.2. Closing 27 Section 2.3. Withholding 2

Merger Prospectus - 425

425 1 tm2111158d5425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 Transcription – Lilium Film 2 Lilium Logo Title Program and Certification Caption: Yves Yemsi Chief Program Officer My name is Yves Yemsi and I jo

Lilium announces intention to list on Nasdaq through a merger with Qell Acquisition Corp., and reveals development of its 7-Seater electric vertical take-off and landing jet

Exhibit 99.1 Lilium announces intention to list on Nasdaq through a merger with Qell Acquisition Corp., and reveals development of its 7-Seater electric vertical take-off and landing jet March 30, 2021 · Lilium GmbH (“Lilium”) is positioned to be the global leader in regional electric air mobility. The 7-Seater Lilium Jet, an electric vertical take-off and landing jet, and Lilium’s service for peo

Form of Subscription Agreement.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on , 2021, by and between Qell Acquisition Corp, a Cayman Islands exempted company (?Qell?), Qell DutchCo B.V. (?Lilium Holdco?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the proposed business combinati

Merger Prospectus - 425

425 1 tm2111158d10425.htm 425 Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 This transcript was exported on Mar 30, 2021 - view latest version here. Speaker 1 (00:07): Good morning, everyone. Welcome to today's conference

Merger Prospectus - 425

Filed by Qell Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Lilium GmbH Commission File No. 001-39571 t Ll Ll um Disclaimer collectively referred to herein as the ?Lilium Group?. No representations or warranties, express or implied, are given in, or in respect of, this present

Merger Prospectus - FORM 8-K

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): March 30, 2021 Qell Acquisition Corp.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39571 98-1554553 (State or other jurisdiction of incorporatio

Administrative Services Agreement between the Company and Holdings.

Exhibit 10.1 Execution Version ADMINISTRATIVE SErVICES AGREEMENT This Administrative Services Agreement (“Agreement”) is effective as of January 1, 2021 (the “Effective Date”), by and between Qell Acquisition Corp., a Cayman Islands exempted company (“Company”) and Qell Operational Holdings LLC, a Delaware limited liability company (“Service Provider” and together with Company, the “Parties” and e

Amended and Restated Letter Agreement between the Company and Sponsor.

Exhibit 10.2 AMENDED AND RESTATED LETTER AGREEMENT January 28, 2021 Qell Acquisition Corp. 505 Montgomery Street, Suite 1100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) amends and restates in its entirety that certain letter agreement dated September 29, 2020 that was delivered to you in accordance with the Underwriting Agreement

Financial Statements and Exhibits, Other Events

8-K 1 tm2037149d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2020 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39571 98-1554553 (State or

Qell Acquisition Corp. Securities

Exhibit 99.1 Qell Acquisition Corp. Securities To Commence Separate Trading NEWS PROVIDED BY Qell Acquisition Corp. Nov 18, 2020, 16:30 ET SAN FRANCISCO, Nov. 18, 2020 /PRNewswire/ - Qell Acquisition Corp. (Nasdaq: QELLU) (the "Company") announced today that separate trading of its common stock and warrants underlying the Company's units would commence on or about November 23, 2020. The common sto

Quarterly Report - FORM 10-Q

10-Q 1 tm2035393-110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Qell Acquisiti

QELLU / Qell Acquisition Corp. Unit / ADAGE CAPITAL PARTNERS GP, L.L.C. - QELL ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qell Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7307X121** (CUSIP Number) October 2, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2020 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39571 98-1554553 (State or other jurisdiction of incorporation

QELL ACQUISITION CORP.

Exhibit 99.1 QELL ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Qell Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Qell Acquisition Corp. (the "Company")

Letter Agreement between the Registrant, the sponsor and each director, officer and equityholder of the Registrant.

Exhibit 10.5 September 29, 2020 Qell Acquisition Corp. 505 Montgomery Street, Suite 1100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of September 29, 2020, by and among Qell Acquisition Corp., a Cayman Islands exempted

Warrant Agreement, between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.1 WARRANT AGREEMENT QELL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated September 29, 2020, is by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “

Qell Acquisition Corp. Announces Pricing of Upsized $330 Million Initial Public Offering

Exhibit 99.1 Qell Acquisition Corp. Announces Pricing of Upsized $330 Million Initial Public Offering NEW YORK, Sept. 30, 2020 /PRNewswire/ - Qell Acquisition Corp. (Nasdaq: QELLU, the "Company") announced today that it priced its initial public offering of 33,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market ("Nasdaq") and trade under the ticker sy

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2020 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39571 98-1554553 (State or other jurisdiction of incorporat

Registration and Shareholder Rights Agreement among the Registrant, the sponsor and the Holders signatory thereto.

EX-10.2 6 tm2027505d19ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2020, is made and entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), Qell Partners LLC, a Cayman Islands exempted limited liability company (the “Sp

Private Placement Warrant Agreement, between the Company and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Qell Partners LLC, a Cayman Island exempted li

Administrative Services Agreement, between the Company and the Sponsor.

Exhibit 10.4 Qell Acquisition Corp. September 29, 2020 Qell Partners LLC 505 Montgomery Street, Suite 1100 San Francisco, CA 94111 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Qell Acquisition Cor

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 29, 2020 by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QELL ACQUISITION CORP. Adopted by special resolution EFFECTIVE on 29 September 2020 1 Companies Law (Revised) Company Limited by ShareS Amended and Restated Memorandum of Association of QELL ACQUISITION CORP. Adopted by special resolution on 29 september 2020 1 The name of t

Underwriting Agreement, by and among the Company and Goldman Sachs & Co. LLC and BofA Securities, Inc. as representatives of the underwriters.

Exhibit 1.1 QELL ACQUISITION CORP. 33,000,000 Units UNDERWRITING AGREEMENT September 29, 2020 J.P. Morgan Securities LLC Barclays Capital Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Qell Acquisitio

Joint Book-Running Managers

424B4 1 tm2027505-18424b4.htm 424B4 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-248765 PROSPECTUS $330,000,000 Qell Acquisition Corp. 33,000,000 Units Qell Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purch

- S-1MEF

S-1MEF 1 tm2027505-17s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on September 29, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1554553 (State or other jur

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1554553 (State of incorporation or organization) (I.R.S. Employer Identification No.) 505 Montgomery

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Qell Acquisition Corp. 505 Montgomery Street, Suite 1100 San Francisco, California 94111 September 25, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jennifer O’Brien and Mr. Ethan Horowitz Re: Qell Acquisition Corp. Acceleration Request for Registration Statement on Form S-1 File No. 333-248765 Reques

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 25, 2020.

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September 25, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP 1 filename1.htm Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 September 24, 2020 Liz Packebusch, Staff Attorney Loan Lauren Nguyen, Legal Branch Chief Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qell Acquisition Corp. Registration Statement

- S-1/A

S-1/A 1 tm2027505-7s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 24, 2020. Registration No. 333-248765 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qell Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Isla

Form of Underwriting Agreement.

EX-1.1 2 tm2027505d8ex1-1.htm EX-1.1 Exhibit 1.1 QELL ACQUISITION CORP. 30,000,000 Units UNDERWRITING AGREEMENT [·], 2020 J.P. Morgan Securities LLC Barclays Capital Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies an

Form of Private Placement Warrant Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Qell Partners LLC, a Cayman Island exempted limited liab

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Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 September 10, 2020 Ms. Jennifer O’Brien Staff Accountant Ethan Horowitz Accounting Branch Chief Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qell Acquisition Corp. Draft Registration Statement on Form S-1

Consent of Joseph Walker.

Exhibit 99.3 CONSENT OF JOSEPH WALKER Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2020 by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. [] (the

Memorandum and Articles of Association.

Exhibit 3.1 Qell Acquisition Corp. Memorandum and Articles of Association Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal.com (ASC) Auth Code: F10303967515 www.verify.gov.ky Qell Acquisition Corp. Companies Law (as revised) Company Limited by Shares Memorandum of Association 1 Company Name The name of the Company is Qell Acquisition Corp. 2 Registered Offi

Consent of Ryan Popple.

Exhibit 99.5 CONSENT OF STEVEN ADAMS Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

Consent of David Cozzens.

Exhibit 99.6 CONSENT OF David Cozzens Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

Consent of Steve Adams.

Exhibit 99.4 CONSENT OF STEVEN ADAMS Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

Exhibit 10.8 [], 2020 Qell Acquisition Corp. 505 Montgomery Street, Suite 1100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”) and J.

Securities Subscription Agreement, dated August 7, 2020, between the Registrant and the Sponsor.

Exhibit 10.7 Qell Acquisition Corp. August 7, 2020 Qell Partners LLC RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on August 7, 2020 by and between Qell Partners LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and Qell Acquisition Corp., a Cayman Islands limited liability company (the “Company”). Pursuant to the te

Form of Indemnification Agreement.

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August [] , 2020 between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities unless t

Consent of Kathleen Ligocki.

Exhibit 99.2 CONSENT OF KATHLEEN LIGOCKI Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Consent of Sam Gabbita.

Exhibit 99.1 CONSENT OF SAM GABBITA Qell Acquisition Corp (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES QELL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF Qell Acquisition Corp. (THE “COMPANY”) subject to the Compa

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2020, is made and entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), Qell Partners LLC, a Cayman Islands exempted limited liability company (the “Sponsor”, and together with any person or entity who herea

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 Qell Acquisition Corp. [], 2020 Qell Partners LLC 505 Montgomery Street, Suite 1100 San Francisco, CA 94111 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Qell Acquisition Corp. (the “C

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Qell Acquisition Corp. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP[] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Qell Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “

Power of Attorney (included on the signature page to the initial filing of this Registration Statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 11, 2020.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT QELL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). W

Form of Amended and Restated Memorandum and Articles of Association.

Exhibits 3.2 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QELL ACQUISITION CORP. Adopted by special resolution EFFECTIVE on [] 2020 Companies Law (Revised) Company Limited by ShareS Amended and Restated Memorandum of Association of QELL ACQUISITION CORP. Adopted by special resolution on [] 2020 1 The name of the Company is Qell Ac

Promissory Note, dated as of August 7, 2020, issued to the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

CONSENT OF STEVEN ADAMS

Exhibit 99.5 CONSENT OF STEVEN ADAMS Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

CONSENT OF KATHLEEN LIGOCKI

EX-99.2 3 filename3.htm Exhibit 99.2 CONSENT OF KATHLEEN LIGOCKI Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby

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DRS/A 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on September 4, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGI

CONSENT OF SAM GABBITA

Exhibit 99.1 CONSENT OF SAM GABBITA Qell Acquisition Corp (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

CONSENT OF David Cozzens

EX-99.6 7 filename7.htm Exhibit 99.6 CONSENT OF David Cozzens Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby con

CONSENT OF STEVEN ADAMS

EX-99.4 5 filename5.htm Exhibit 99.4 CONSENT OF STEVEN ADAMS Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby cons

CONSENT OF JOSEPH WALKER

EX-99.3 4 filename4.htm Exhibit 99.3 CONSENT OF JOSEPH WALKER Qell Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby con

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TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on August 14, 2020.