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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of September, 2022.

Commission File Number 001-40736

Lilium N.V.

(Translation of registrant’s name into English)

Claude Dornier Straße 1

Bldg. 335, 82234

Wessling, Germany

Telephone: +49 160 9704 6857

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ____

CONTENTS

Explanatory Note

On September 28, 2022, Lilium N.V. (the “Company”) issued (i) its Unaudited Condensed Interim Financial Statements as of and for the six months ended June 30, 2022 and (ii) its Management’s Discussion & Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2022, which are furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K, respectively.

Incorporation by Reference

The contents of this Report on Form 6-K, including Exhibits 99.1 and 99.2, are hereby incorporated by reference into the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission on November 18, 2021 (File No. 333-261175).

SIGNATURES

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, thereunto duly authorized.

Dated: September 28, 2022

Lilium N.V.

 

 

By:

/s/ Daniel Wiegand

 

Name: Daniel Wiegand

 

Title:   Chief Executive Officer and Executive Director

EXHIBIT INDEX

Exhibit Number

    

Description of Document

99.1

Unaudited Condensed Interim Financial Statements of Lilium N.V. as of and for the six months ended June 30, 2022

99.2

Management’s Discussion & Analysis of Financial Condition and Results of Operations of Lilium N.V. for the six months ended June 30, 2022

0.430.530.000424413065

Table of Contents

Exhibit 99.1

Graphic

INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of and for the six-months period ended June 30, 2022

Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Interim Condensed Consolidated Statements of Operations and Other Comprehensive
Income (Loss) for the six-months periods ended June 30, 2022 and 2021

in € thousand

    

Note

    

2022

    

2021

Revenue

 

 

47

Cost of sales

 

 

(11)

Gross profit

 

 

36

Research and development expenses

 

[7]

 

(83,028)

 

(58,762)

General and administrative expenses

 

[8]

 

(46,987)

 

(38,718)

Selling expenses

 

[9]

 

(9,574)

 

(6,376)

Other income

 

2,599

 

153

Other expenses

 

(1,393)

 

(126)

Operating loss

 

(138,383)

 

(103,793)

Finance income

 

[10]

 

16,597

 

6,810

Finance expenses

 

[10]

 

(931)

 

(13,094)

Financial result

 

[10]

 

15,666

 

(6,284)

Share of loss in a joint venture/ associate

 

[13]

 

(1,457)

 

(201)

Loss before income tax

 

(124,174)

 

(110,278)

Income tax income / (expense)

 

[11]

 

478

 

(199)

Net loss for the period

 

(123,696)

 

(110,477)

Other comprehensive income / (loss)

in € thousand

    

Note

    

2022

    

2021

Other comprehensive income that may be reclassified to profit or loss

 

(5)

 

22

Exchange differences on translation of foreign business units

 

(5)

 

22

Items that will not be subsequently reclassified to profit or loss

 

(68)

 

(22)

Remeasurement of defined pension benefit obligation

 

(68)

 

(22)

Other comprehensive income / (loss)

 

(73)

 

Total consolidated comprehensive loss for the period

 

(123,769)

 

(110,477)

Loss per share (basic and diluted) in €

 

(0.43)

 

(0.53)

The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).

1

Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Interim Condensed Consolidated Statement of Financial Position as of
June 30, 2022 and December 31, 2021

in € thousand

    

Note

    

June 30, 2022

    

December 31, 2021

Intangible assets

 

977

 

1,394

Property, plant and equipment

 

[12]

 

32,060

 

30,610

Investment in a joint venture / associate

 

[13]

 

13,597

 

15,054

Other financial assets

 

3,189

 

3,779

Non-financial assets

 

[15]

 

6,251

 

8,113

Non-current assets

 

56,074

 

58,950

Other financial assets

 

[14]

 

122,420

 

219,625

Non-financial assets

 

[15]

 

31,948

 

22,994

Cash and cash equivalents

 

103,132

 

129,856

Current assets

 

257,500

 

372,475

Total Assets

 

313,574

 

431,425

Subscribed capital

 

[16]

 

41,177

 

40,138

Share premium

 

779,347

 

779,141

Other capital reserves

 

[16]

 

252,940

 

240,430

Treasury shares

 

(151)

 

(151)

Accumulated loss

 

(840,830)

 

(717,134)

Accumulated other comprehensive income / (loss)

 

14

 

87

Shareholders’ equity

 

232,497

 

342,511

Other financial liabilities

 

[18]

 

23

 

Lease liabilities

 

9,399

 

9,861

Provisions

 

450

 

373

Trade and other payables

 

5,032

 

2,906

Deferred tax liabilities

 

10

 

10

Non-current liabilities

 

14,914

 

13,150

Other financial liabilities

 

[18]

 

36

 

Lease liabilities

 

2,939

 

1,962

Share-based payments liabilities

 

6,801

 

8,028

Provisions

 

3,756

 

2,422

Income tax payable

 

35

 

552

Warrants

 

[18]

 

5,218

 

21,405

Trade and other payables

 

36,524

 

35,335

Other non-financial liabilities

 

10,854

 

6,060

Current liabilities

 

66,163

 

75,764

Total Shareholders’ Equity and Liabilities

 

313,574

 

431,425

The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).

2

Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity for the six-months periods ended June 30, 2022 and 2021

    

    

    

    

    

    

    

Accumulated other  

    

comprehensive income

    

Remeasurement

of defined

Other

Currency

pension

Subscribed

Share

capital

Treasury

Accumulated

translation

benefit

in € thousand

Note

    

 capital

    

 premium

    

reserves

    

 shares

    

 loss

    

reserve  

    

obligation

    

Total  

January 1, 2021

69

253,815

110,055

(0)

(306,098)

39

(158)

57,722

Retrospective application of stock split

29,481

(29,456)

(25)

January 1, 2021, as adjusted

29,550

224,359

110,055

(25)

(306,098)

39

(158)

57,722

Net loss for the period

(110,477)

 

(110,477)

Other comprehensive income and expenses

22

 

(22)

Total comprehensive income (loss)

(110,477)

22

 

(22)

(110,477)

Share-based payments

[17]

17,925

 

17,925

Convertible loans

[16]

2,464

127,814

(34,084)

 

96,194

June 30, 2021

32,014

352,173

93,896

(25)

(416,575)

59

 

(178)

61,364

January 1, 2022

40,138

779,141

240,430

(151)

(717,134)

83

 

4

342,511

Net loss for the period

(123,696)

 

(123,696)

Other comprehensive income and expenses

(5)

 

(68)

(73)

Total comprehensive income (loss)

(123,696)

(5)

 

(68)

(123,769)

Share-based payments

[17]

12,836

 

12,836

Conversion share-based payments into shares

[17]

1,007

206

(990)

 

223

ELOC commitment shares

[16]

32

664

 

696

June 30, 2022

41,177

779,347

252,940

(151)

(840,830)

78

 

(64)

232,497

The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).

3

Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Interim Condensed Consolidated Statement of Cash Flows for the six-months periods ended June 30, 2022 and 2021

in € thousand

    

2022

    

20211

Net loss for the period

 

(123,696)

 

(110,477)

Adjustments to reconcile consolidated net profit (loss) to net cash flows

 

  

 

  

Income tax (income)/expense

 

(478)

 

199

Net interest

 

654

 

3,649

Depreciation and amortization

 

3,743

 

2,980

Expenses for share-based payments

 

12,272

 

17,925

Net (gains)/losses from the disposal of intangibles and PP&E

 

(0)

 

(8)

Share of loss in a joint venture/ associate

 

1,457

 

201

Fair value changes of financial instruments and expected credit losses (ECL)

 

(16,320)

 

2,634

Income taxes refunded/(paid)

 

(39)

 

(18)

Expense from change in provisions

 

1,475

 

92

Working capital adjustments:

 

  

 

  

Changes in trade and other payables

 

1,028

 

8,933

Changes in other assets and liabilities

 

(2,817)

 

(1,022)

Cash flow from operating activities

 

(122,721)

 

(74,912)

Purchases of intangible assets

 

(103)

 

(1,037)

Purchases of and advance payments on property, plant and equipment

 

(2,169)

 

(4,658)

Disposals of intangible assets, property, plant and equipment

 

9

 

8

Proceeds from short-term investments

 

179,823

 

50,000

Payments for short-term investments

 

(80,000)

 

Payments for promissory notes

 

 

(1,051)

Payments for the acquisition of an associate

 

 

(8,502)

Interest paid

 

(121)

 

Interest received

 

 

7

Cash flow from investing activities

 

97,439

 

34,767

Proceeds from convertible loans

 

 

1,850

Proceeds from share capital increase and capital contribution

 

255

 

7

Principal elements of lease payments

 

(1,315)

 

(1,040)

Interest paid

 

(417)

 

(65)

Cash flow from financing activities

 

(1,477)

 

752

Cash-based changes in cash and cash equivalents

 

(26,759)

 

(39,393)

Effect of foreign exchange rate changes and ECL on cash and cash equivalents

 

35

 

(15)

Net (decrease) / increase in cash and cash equivalents

 

(26,724)

 

(39,408)

Cash and cash equivalents at the beginning of the period

 

129,856

 

102,144

Cash and cash equivalents at the end of the period

 

103,132

 

62,736

The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).

1 Certain amounts have been reclassified from prior year’s interim condensed consolidated financial statements to conform to the current presentation.

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Table of Contents

1.

Corporate Information

6

2.

Basis of Preparation and Changes to the Group’s Accounting Policies

6

3.

Significant Accounting Judgments, Estimates and Assumptions

7

4.

COVID-19 Risks and Uncertainties

7

5.

War in Ukraine

8

6.

Going Concern

8

7.

Research and Development Expenses

8

8.

General and Administrative Expenses

8

9.

Selling Expenses

8

10.

Financial Result

9

11.

Income Taxes

9

12.

Property, Plant and Equipment

9

13.

Investment in a Joint Venture / Associate

10

14.

Other Financial Assets

10

15.

Non-Financial Assets

10

16.

Shareholders’ Equity

11

17.

Share-based Payments

12

18.

Warrants and Other Financial Liabilities

18

19.

Additional Disclosures on Financial Instruments

19

20.

Commitments and Contingencies

20

21.

Related Party Disclosures

20

22.

Events after the Reporting Period

21

5

Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.Corporate Information

Lilium N.V., together with its German subsidiary Lilium GmbH (“Lilium” or the “Group”), is a start-up in the field of urban air mobility and intends to make regional air mobility a reality. Since its founding, Lilium GmbH has primarily engaged in research and development of a self-developed electric Vertical Takeoff and Landing (eVTOL) jet (the “Lilium Jet”) for production and operation of a regional air mobility service as well as related services.

Lilium N.V. is a public company under Dutch law and is registered under the Dutch trade register number 82165874. Lilium N.V. has its activities exclusively in Germany. The registered headquarters is Claude-Dornier-Str. 1, Geb. 335, 82234 Wessling, Germany.

Lilium GmbH is a German limited-liability company and is registered in the commercial register at the Bavaria District Court Munich Germany under the number 216921.

Prior to September 14, 2021, Lilium N.V. was a shell company with no active trade or business, and all relevant assets and liabilities, as well as income and expenses, were borne by Lilium GmbH. Therefore, the interim condensed consolidated financial statements for the six-months period ended on June 30, 2021 represent consolidated financial statements of Lilium GmbH. The share split of 1 : 2,857 that was effectuated just prior to the capital reorganization has been retrospectively applied to prior periods’ shareholders’ equity.

The interim condensed consolidated financial statements of Lilium N.V. and its subsidiaries, collectively referred to as “the Company”, “the Group” or the “Lilium Group”, for the six months period ended June 30, 2022, were authorized for issue by the Management Board on September 28, 2022.

Consolidated entities are as follows:

    

    

    

equity interest

 

owned in %

Country of

Date of

June 30, 

June 30, 

 

Name

Incorporation

incorporation

2022

2021

Lilium N.V.

 

Netherlands

March 11, 2021

 

100.0

%  

n/a

Lilium GmbH

 

Germany

February 11, 2015

 

100.0

%  

100.0

%

Lilium Schweiz GmbH

 

Switzerland

December 8, 2017

 

100.0

%  

100.0

%

Lilium Aviation UK Ltd.

 

United Kingdom

December 20, 2017

 

100.0

%  

100.0

%

Lilium Aviation Inc.

 

United States

July 1, 2020

 

100.0

%  

100.0

%

Lilium eAircraft GmbH

 

Germany

August 17, 2020

 

100.0

%  

100.0

%

Stichting JSOP

 

Netherlands

September 10, 2021

 

0.0

%  

n/a

Lilium Aviation Spain SL

 

Spain

April 7, 2022*)

 

100.0

%  

n/a

*)

date of purchase of a shell company (company without active business).

2.Basis of Preparation and Changes to the Group’s Accounting Policies

The Group’s interim condensed consolidated financial statements for the six-months periods ended June 30, 2022 and 2021 are prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed consolidated financial statements have been prepared on a going concern basis, applying a historical cost convention, unless otherwise indicated. They are prepared and reported in thousands of Euro (“€ thousand”) except where otherwise stated. Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2021.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards effective as of January 1, 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group.

3.Significant Accounting Judgments, Estimates and Assumptions

The preparation of the Group’s interim condensed consolidated financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts in the interim condensed consolidated financial statements. In preparing these interim condensed consolidated financial statements, management exercises its best judgement based upon its experience and the circumstances prevailing at that time. The estimates and assumptions are based on available information and conditions at the end of the financial period presented and are reviewed on an ongoing basis. Actual results may differ from these estimates under different assumptions and conditions and may materially affect the financial results or the financial position reported in future periods.

The significant judgements made by management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those described in the last annual financial statements. Significant judgments were made in determining the forfeiture in relation to a key management persons performance stock options. Please refer to note 17 for more details.

The Group operates its business as a single operating segment, which is also its reporting segment. An operating segment is defined as a component of an entity for which discrete financial information is available and whose results of operations are regularly reviewed by the chief operating decision maker. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews results of operations to make decisions about allocating resources and assessing performance based on consolidated financial information.

4.COVID-19 Risks and Uncertainties

Since January 2020, the Corona Virus (COVID-19) has spread worldwide. The strict measures to stop the spread of COVID-19 adopted in several countries where the Group operates had resulted in the majority of the Company’s workforce working from home with a small number of teams with special purposes for development of the Lilium Jet remaining onsite. Since April 2022, a larger number of the workforce has returned to the offices. Modern forms of communication enabled contact to be maintained between various members of staff and deadlines defined before the period during which employees were working from home have been complied with. We continue to take actions as may be required or recommended by government authorities or in the best interests of our employees and business partners but COVID-19 could also affect the operations of our suppliers and business partners which may result in delays or disruptions in the supply chain of our components and delay the development and rollout of a vertiport network and commercial operations. The potential delay did not trigger an impairment of assets. Additional costs were incurred related to health, safety and transportation of employees which remained onsite, however, the impact of these did not materially impact these consolidated financial statements.

The current uncertainty regarding the consequences and duration of COVID-19 has negatively impacted the ability to develop a precise forecast for product development. Based on COVID-19 developments throughout 2020 and 2021 and the latest developments in 2022, the Group is expecting that business operation can be continued, no other impacts have been considered relevant.

7

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

5.War in Ukraine

Near the end of February 2022, a war started between Ukraine and Russia, and the tensions between Russia and the Western world are rising. Bilateral sanctions between Russia and Western countries worsen the business conditions worldwide, especially for companies working in Russia or with Russian companies.

Currently, we do not see any major direct impact on Lilium’s business; Lilium has no suppliers in Russia or Ukraine. Nonetheless, the general worldwide economic climate worsens as well and already leads to increasing prices for raw materials and other parts provided by suppliers.

6.Going Concern

The financial statements have been prepared on a basis that assumes the Group will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management assessed the Group’s ability to continue as a going concern and evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern using all information available about the future, focusing on the twelve-month period after the issuance date of the financial statements.

Historically, the Group has funded its operations primarily through capital raises and loans from shareholders. In 2021, management realized plans to finance these investments and costs with the US public listing via a Reorganization which was completed in September 2021 (see consolidated financial statements as of December 31, 2021). Since the inception the Group has incurred recurring losses and negative cash flows from operations including accumulated losses of €841 million. The Group expects to continue generating operating losses for several years. Based on the business plan the Group depends on additional financing for development activities and operations.

This realization of the Reorganization had been crucial for the Group’s ability to continue as a going concern.

Based on its recurring losses from operations since inception, expectation of continuing operating losses in the future and the need to raise additional capital to finance its future operations, the Group has concluded that there is substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7.Research and Development Expenses

For the six-months period ended June 30, 2022, research and development expenses consisted of €38,686 thousand in personnel expenses, including share-based payment expenses; €20,047 thousand expenses incurred by suppliers on behalf of the Group in preparation for certification and serial production of the Lilium Jet; €11,549 thousand in contractor and consulting expenses; €4,594 thousand in testing component and material costs; €2,837 thousand on amortization and depreciation expenses and €5,315 thousand on other miscellaneous expenses.

8.General and Administrative Expenses

For the six-months period ended June 30, 2022, general and administrative expenses included €16,895 thousand personnel expenses, including share-based payment expenses; €14,921 thousand contractor and consulting expenses; €7,653 thousand IT costs, including a Cloud Subscription contract to a related party (see note 21); €3,358 thousand in insurance premiums primarily related to Directors and Officers’ Liability insurance; and €4,160 thousand other miscellaneous expenses.

9.Selling Expenses

For the six-months period ended June 30, 2022, selling expenses consisted of €7,319 thousand personnel expenses, including share-based payment expenses, and €2,255 thousand miscellaneous other expenses.

8

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

10.Financial Result

Financial result is comprised of the following for the six-months periods ended June 30, 2022 and 2021:

In € thousand

    

2022

    

2021

Finance income

16,597

6,810

thereof: fair value changes

 

16,350

 

6,757

thereof: reversal of expected credit losses

 

124

 

Finance expenses

 

(931)

 

(13,094)

thereof: interest portion of lease payments

 

(230)

 

(214)

thereof: fair value changes

 

(67)

 

(9,391)

thereof: expected credit losses

 

(87)

 

thereof: interest on convertible loans

 

 

(3,422)

Financial result

 

15,666

 

(6,284)

Fair value changes in the current period result from the warrant revaluation (€16,187 thousand in financial income) and from a foreign currency exchange forward contract entered into in June 2022 (€163 thousand in financial income). Finance expenses of €67 thousand relate to a fair value loss on the money market funds.

Fair value changes in the prior period result from the embedded derivatives of the convertible loans (2021: €6,757 thousand in finance income), as the respective convertible loan has been converted, as well as from a foreign currency exchange forward contract entered into in May 2021 (€9,376 thousand in finance expense).

11.Income Taxes

The Group calculated the period income tax expense, during the six-months periods ended June 30, 2022 and 2021, the Group recorded consolidated income tax income of (€478) thousand and expense of €199 thousand, respectively. These income taxes mainly relate to foreign subsidiaries.

Major deferred income taxes have not been recorded. The netting of deferred tax liabilities and deferred tax assets results in a net deferred tax asset. The net deferred tax asset has been valuated with zero. Deferred tax assets on the tax losses carried forward are not recognized either given the tax losses carried forward relate to entities with a history of losses.

12.Property, Plant and Equipment

During the six-months period ended June 30, 2022, the Group acquired assets with a cost of €4,320 thousand (June 30, 2021: €5,700 thousand):

In € thousand

    

June 30, 2022

    

December 31, 2021

Right of use assets – buildings, net

11,519

10,910

Technical machinery, net

 

10,083

 

9,069

Office and other equipment

 

4,178

 

4,380

Furniture and fixtures, net

 

3,672

 

3,555

Technical machinery under construction

 

1,014

 

884

Other, net

 

1,594

 

1,812

Property, Plant and Equipment, net

 

32,060

 

30,610

Assets with a net book value of €9 thousand were disposed by the Group during the six-months period ended June 30, 2022 (June 30, 2021: €0 thousand), resulting in a net gain on disposal of €0 thousand (June 30, 2021: net gain of €8 thousand). No indicators of impairment existed which would have required items of property, plant and equipment to be tested for impairment in the six-months periods ended June 30, 2022 and 2021.

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

13.Investment in a Joint Venture / Associate

Investment in Zenlabs

The Group’s share in Zenlabs Energy, Inc is diluted in the period to 31.36 % through the issuance of 273,227 and 350,000 series B preferred stock by Zenlabs respectively to other investors, offset by a share buyback of 273,227 common stock.

As of December 31, 2021, the Group accounted for the Zenlabs investment as an associate under IAS 28 ‘Investment in associates and joint ventures’ based on the Group’s significant influence on the business of Zenlabs. With the amended investors agreement dated May 12, 2022, management concluded that Lilium and two preferred stockholders have joint control of Zenlabs. The Group has concluded that as a result of the transaction Zenlabs is now classified as a joint venture under IAS 28.

Accordingly, Lilium continues equity accounting without any change for the six-months period ended June 30, 2022. The gain on the dilution of an interest in an equity-accounted investee of €368 thousand is recognized in the share of loss in a joint venture.

The following table illustrates the summarized valuation of the Group’s investment in Zenlabs:

In € thousand

    

Carrying Value

January 1, 2022

15,054

Share of loss in a joint venture/ associate

 

(1,457)

June 30, 2022

 

13,597

14.Other Financial Assets

Lilium has placed part of its liquidity in fixed term deposits with a remaining term of more than 3 months to gain a better return on the surplus liquidity. As of June 30, 2022, the Group held €119,561 thousand (December 31, 2021: €119,664 thousand) in fixed-term deposits. During the period, €79,970 thousand cash was received from matured deposits including €121 thousand interest expense, and €80,000 thousand was invested into new fixed-term deposits.

During the period, the Group sold all investments in Money Market Funds for total proceeds of €99,853 thousand (December 31, 2021: €99,919 thousand). In addition, Lilium entered into a foreign currency exchange contract to reduce foreign currency risk from US dollar exposure. As of June 30, 2022, the foreign currency exchange contract was recognized as a derivative financial asset with a fair value of €163 thousand.

15.Non-Financial Assets

Non-financial assets are as follows:

In € thousand

    

June 30, 2022

    

December 31, 2021

Advance payments

6,251

8,113

Total non-current non-financial assets

 

6,251

 

8,113

Value added tax claims

 

22,611

 

12,602

Prepaid expenses

 

6,905

 

9,924

Miscellaneous other current non-financial assets

 

2,432

 

468

Total current non-financial assets

 

31,948

 

22,994

Total non-financial assets

 

38,199

 

31,107

In the period to June 30, 2022, claims for value added taxes increased by €10,009 thousand largely due to claims in Germany.

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

16.Shareholders’ Equity

On September 14, 2021, upon the Reorganization, all outstanding Lilium GmbH shares (Common shares, Seed shares, Series A, Series B1 and Series B2) have been transferred to Class A shares in the relationship 1 : 2,857, except for 8,545 shares which have been transferred into 24,413,065 Class B shares. Lilium had 261,244,915 Class A shares issued with a nominal value of €0.12, resulting in a share capital of €31.3 million, and 24,413,065 Class B shares issued and outstanding with a nominal value of €0.36, resulting in a share capital of €8.8 million. Class B shares have triple votes.

The movements of the shares issued during the six-months period ended June 30, 2021, have been retrospectively adjusted to reflect the share split that occurred in 2021, prior to the Reorganization. Accordingly, this retrospective application of the share split has increased subscribed capital by €29,481 thousand, decreased share premium by €29,456 thousand and decreased treasury shares by €25 thousand as of January 1, 2021; retrospective application leaves total shareholders’ equity unchanged.

Common

Supervoting

Lilium

shares

shares

GmbH

(in units)

    

(Class A)

    

(Class B)

    

Total

    

Total1

Outstanding as of January 1, 2021

 

69,031

 

 

69,031

 

69,031

Issued as of January 1, 2021

 

69,103

 

 

69,103

 

69,103

Retrospective application of share split

 

172,945,103

 

24,413,065

 

197,358,168

 

Retrospective application of share split (treasury shares)

 

(205,632)

 

 

(205,632)

 

Outstanding as of January 1, 2021, as adjusted

 

172,808,502

 

24,413,065

 

197,221,567

 

69,031

Issued as of January 1, 2021, as adjusted

 

173,014,206

 

24,413,065

 

197,427,271

 

69,103

Issued shares - convertible loans

 

20,533,259

 

 

20,533,259

 

7,187

Outstanding as of June 30, 2021, as adjusted

 

193,341,761

 

24,413,065

 

197,221,567

 

76,218

Issued as of June 30, 2021, as adjusted

 

193,547,465

 

24,413,065

 

197,427,271

 

76,290

Outstanding as of January 1, 2022

 

259,990,224

 

24,413,065

 

284,403,289

 

Issued as of January 1, 2022

 

261,244,915

 

24,413,065

 

285,657,980

 

Issued shares for share-based payments exercised

 

8,392,206

 

 

8,392,206

 

Warrants exercised

 

10

 

 

10

 

ELOC commitment shares

 

262,697

 

 

262,697

 

Outstanding as of June 30, 2022

 

268,645,137

 

24,413,065

 

293,058,202

 

Issued as of June 30, 2022

 

269,899,828

 

24,413,065

 

294,312,893

 

1 Not adjusted retrospectively to reflect the share split which occurred in 2021.

During the six-months period ended June 30, 2022, in total 8,392,206 shares have been issued due to the execution of vested share-based payments; EUR 1,007 thousand have been added to subscribed capital, thereof €990 thousand transfer from other capital reserves, and €206 thousand to share premium.

As 10 warrants have been exercised, 10 shares have been issued. €1.20 have been paid into subscribed capital and €103.33 into the capital reserve. €5.45 have been transferred from share-based payment liabilities to other capital reserves.

A number of 262,697 shares have been issued as compensation for the share purchase agreement (ELOC – see below); the amount of €32 thousand have been paid into subscribed capital, and the remaining fair value of the shares of €664 thousand have been expensed to other capital reserves.

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Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Share Purchase Agreement (“ELOC”)

On June 3, 2022, the Group entered into a Share Purchase Agreement and a Registration Rights Agreement with Tumim Stone Capital LLC (“Tumim Stone”), pursuant to which (a) the Group agreed to issue 262,697 (the “Commitment Shares”) of the Group’s Class A shares to Tumim Stone and (b) Tumim Stone has committed to purchase, subject to certain limitations, up to $75 million of Class A shares.

Under the terms and subject to the conditions of the Share Purchase Agreement, the Group has the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase, Class A shares up to the total commitment of $75 million. Such sales of Class A shares by the Group, if any, will be subject to certain limitations, and may occur from time-to-time in the Group’s sole discretion, over the period commencing once certain conditions specified in the Share Purchase Agreement are satisfied, including the filing and securing effectiveness of the registration statement and ending on the first day of the month following the 24-month anniversary of the closing date.

Class A shares up to the total commitment of $75 million will be issued from the Group to Tumim Stone at a discount to the volume-weighted average price on the date a purchase notice is deemed delivered from the Group to Tumim Stone.

The Group shall not issue or sell any Class A shares to Tumim Stone under the Share Purchase Agreement that, when aggregated with all other Class A shares then beneficially owned by Tumim Stone and its affiliates, would result in Tumim Stone beneficially owning more than 4.99 % of the outstanding Class A shares (the “Beneficial Ownership Limitation”); provided that Tumim Stone may, in its sole discretion, elect to increase the Beneficial Ownership Limitation to permit Tumim Stone to beneficially own up to 9.99 % of the outstanding Class A shares.

The Group determined that the right to issue Class A shares represents a freestanding purchased put option and the purchased put option was classified as a derivative asset with a fair value of zero at inception and as of June 30, 2022.

Given that the Group believes that it is probable that it will utilize the facility in full, the fair value of the Commitment Shares issued under the Share Purchase Agreement economically represents an equity issuance cost paid upfront and as such were recorded as general and administrative expenses with an equivalent offset in capital reserves (€664 thousand).

As of June 30, 2022, there have been no sales of Class A shares under the Share Purchase Agreement.

17.Share-based Payments

Overview

Lilium offers several share-based plans as summarized in the table below. All plans are equity-settled, except for new success fees and Joint Stock Option Plan (“JSOP”; including bonus) which are treated as cash-settled. There are no major changes to the plans compared to what was described in the financial statements for 2021 except for the fact that the attrition rate has been modified to reflect a higher expected attrition than assumed before.

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Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The table below summarizes the expense/(income) recorded for share-based payments in the six-months periods ended June 30, 2022 and 2021:

In € thousand

    

2022

    

2021

General population and executives – standard ESOP (equity-settled)

 

5,225

 

17,925

General population – RSU

 

1,728

 

Executives – ESOP modified

 

1,705

 

Executives – RSU

 

1,676

 

Executives – Performance-based stock options

 

(919)

 

Executives – Time-based stock options

 

3,463

 

Executives – Success fees (cash-settled)

 

2,141

 

Executives – Success fee (equity-settled)

 

 

1,506

JSOP incl. bonus (cash-settled)

 

(3,411)

 

Total expense

 

11,608

 

19,431

Standard ESOP

The grant date fair value of the equity-settled options was estimated for those participants who received options under the ESOP or who signed the revised agreement which resulted in a capital reserve of €105,867 thousand in total as of June 30, 2022 (December 31, 2021: €100,684 thousand).

The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:

In € thousand

    

2022

    

2021

Expense arising from equity-settled share-based payments

 

5,225

 

17,925

Expense arising from cash-settled share-based payments

 

 

The weighted average fair value of options granted during the period was €17,483 thousand (2021: €15,430 thousand). The exercise price for all options is €1.

Movements during the period

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021 (in Lilium N.V. shares):

Equity-settled options:

2022

2021

Number

2022

Number

2021

(in units)

    

of options

    

WAEP

    

of options

    

WAEP

Outstanding at January 1

 

19,573,307

0.00

 

17,204,854

0.00

Granted during the period

 

5,714

0.00

 

1,279,936

0.00

Forfeited during the period

 

(442,835)

0.00

 

(285,700)

0.00

Exercised during the period

 

(8,253,725)

0.00

 

 

Transferred to cash-settled

 

(22,856)

0.00

 

 

Transferred from cash-settled

 

 

 

908,526

0.00

Outstanding at June 30

 

10,859,605

0.00

 

19,107,616

0.00

The exact WAEP for all options is €1 divided by 2,857, which is €0.00035 and rounded to nil.

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Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Total options that vested during the period were 1,545,389 options (2021: 2,437,021 options). The weighted average share price for exercised options has been €3.77.

General population - Restricted Stock Units (“RSU”)

The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:

In € thousand

    

2022

    

2021

Expense arising from equity settled RSU

 

1,728

 

The agreements have now been finalised and granted, and the general terms and conditions have been fixed.

Movements during the periods

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, RSU during the six-months periods ended June 30, 2022 and 2021:

2022

2021

Number

2022

Number

2021

(in units)

    

of options

    

WAEP

    

of options

    

WAEP

Outstanding at January 1

 

162,800

0.12

 

 

Assigned during the period

 

2,782,614

0.12

 

 

Forfeited during the period

 

(9,837)

 

 

 

Outstanding at June 30

 

2,935,577

0.12

 

 

The weighted average remaining contractual life of RSU is 0.4 years.

Measurement of fair values

The options are equity settled and have an exercise price of nominal €0.12 per share. The exercise price is significantly lower than the share price at grant date. Accordingly, the intrinsic value of the RSU has been used, i.e. the share price at grant date less the exercise price. During the period, the weighted average fair value of options granted or reasonably expected to be granted in the future is €2.32.

Executives - Employee Stock Option Program (“ESOP”) modified

Some executives have received ESOP comparable with the general ESOP program, but with individual conditions in respect to the vesting scheme and with different exercise prices.

The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:

In € thousand

    

2022

    

2021

Expense arising from equity-settled share-based payments

 

1,705

 

The total fair value of outstanding options granted was measured at €10,771 thousand.

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Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Movements during the periods

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, Lilium N.V. share-based share options during the six-months periods ended June 30, 2022 and 2021:

2022

2021

Number

2022

Number

2021

(in units)

    

of options

    

WAEP

    

of options

    

WAEP

Outstanding at January 1

 

1,888,477

7.90

 

 

Granted during the period

 

 

 

 

Forfeited during the period

 

(86,796)

8.90

 

 

Outstanding at June 30

 

1,801,681

7.85

 

 

Total options in Lilium N.V. shares vested during the period was 159,995 options (prior period 2021: 0 options). As of June 30, 2022, none of the options granted under the ESOP plan had been exercisable and/or eligible to be settled. The weighted average remaining contractual life is 11.9 years.

Measurement of fair values

No options have been granted in the first six months 2022 under this plan. Hence, no valuation was necessary due to equity settlement.

Executives - Restricted Stock Units (“RSU”)

The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:

In € thousand

    

2022

    

2021

Expense arising from equity settled RSU

 

1,676

 

Movements during the periods

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021:

2022

2021

Number

2022

Number

2021

(in units)

    

of options

    

WAEP

    

of options

    

WAEP

Outstanding at January 1

 

1,050,913

0.12

 

 

Assigned during the period

 

370,434

0.12

 

 

Forfeited during the period

 

(163,200)

0.12

 

 

Exercised during the period

 

(49,548)

0.12

 

  

 

  

Outstanding at June 30

 

1,208,599

0.12

 

 

In the table above, assigned rights include granted rights as well as rights explicitly expected to be granted in the future. 99,609 options are exercisable as of June 30, 2022. The weighted average remaining contractual life is 1.7 years.

Measurement of fair values

Similar to the RSU for the general population the exercise price is significantly below the share price at grant. While a Black-Scholes model was used to determine the RSU fair market value, the outcome of the valuation basically reflects the intrinsic value of the RSU. Accordingly, input parameters other than the share price are not material.

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Table of Contents

Lilium Group

IFRS INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

For fair value calculations the share price was taken as the closing price at grant date of Lilium N.V. share. The weighted average fair value of options assigned during the period was €2.95.

Executives – Performance-based stock options

The income recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:

In € thousand

    

2022

    

2021

Income arising from performance-based stock options

 

(919)

 

Movements during the periods

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021:

    

2022

    

    

2021

    

 Number of 

2022

 Number of

2021

(in units)

    

options

    

 WAEP

    

 options

    

 WAEP

Outstanding at January 1

7,036,501

8.15

Assigned during the period

 

1,272,059

9.42

 

 

Forfeited during the period

 

(4,711,839)

8.66

 

 

Outstanding at June 30

 

3,596,721

7.93

 

 

No options are exercisable as of June 30, 2022. The weighted average remaining contractual life is 9.5 years.

As of June 1, 2022, 4,341 thousand performance stock options granted to a key management person were forfeited and the expense already recognized from prior years (€1,553 thousand) has been released in general and administrative expense. The forfeiture was the result of a change in responsibilities which result in a different remuneration. In total, 1,006 thousand options were newly granted to the key management person, and an expense of €17 thousand has been recognized for the period January 1 – June 30, 2022. The reason for the grant of the new options was partially as ex-gratia benefit for his services rendered in his former role as well as an incentive for his new role. The number of options therefore take into account the 681 thousand options under the former arrangement, for which the service condition was already fulfilled. The remaining 325 thousand options must fulfill the service vesting condition until 2025 and all options remain subject to the previously agreed performance vesting condition. The exercise price is unchanged, for further details of the plan we refer to the financial statements for the fiscal year 2021.

Measurement of fair values

The following table lists the inputs to the Black-Scholes model used for the fair market value calculation for new performance-based stock options for the period ended June 30, 2022: