Form F-3 - Registration statement by foreign private issuers (2024)

As filed with the U.S. Securities and ExchangeCommission on June14, 2024

Registration No.333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMF-3

REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933

Lilium N.V.

(Exact Name of Registrant as specifiedin its charter)

Galileostraße 335

82131Gauting, Germany

+49 160 9704 6857

(Address and telephone numberof Registrant’s principal executive offices)

Roger Franks

c/o Lilium Aviation Inc.

2385 N.W. Executive CenterDrive, Suite300

Boca Raton, Florida 33431

561-526-8460

(Name, address and telephone numberof agent for service)

Copies to:

Valerie Ford Jacob

Michael A. Levitt

Freshfields Bruckhaus DeringerUS LLP

3 World Trade Center

175 Greenwich Street

New York, New York 10007

212-277-4000

Approximatedate of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

Ifonly securities being registered on this Formare being offered pursuant to dividend or interest reinvestment plans, please checkthe following box. ¨

Ifany of the securities being registered on this Formare to be offered on a delayed or continuous basis pursuant to Rule415under the Securities Act of 1933, check the following box. x

Ifthis Formis filed to register additional securities for an offering pursuant to Rule462(b)under the Securities Act,please check the following box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering. ¨

Ifthis Formis a post-effective amendment filed pursuant to Rule462(c)under the Securities Act, check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Ifthis Formis a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall becomeeffective upon filing with the Commission pursuant to Rule462(e)under the Securities Act, check the following box. ¨

Ifthis Formis a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to registeradditional securities or additional classes of securities pursuant to Rule413(b)under the Securities Act, check the followingbox. ¨

Indicate by check mark whetherthe registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933.

Emerginggrowth company x

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† providedpursuant to Section7(a)(2)(B)of the Securities Act. ¨

The Registranthereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section8(a)of the Securities Act of 1933, as amended, or until the registration statement shall become effective onsuch date as the Securities and Exchange Commission, acting pursuant to said Section8(a), may determine.

The information in this preliminaryprospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATEDJUNE 14, 2024

PRELIMINARY PROSPECTUS

Lilium N.V.

Up to 49,015,894 ClassAShares
Up to 24,507,947 ClassA Shares Issuable Upon Exercise of Warrants
Warrants to Purchase up to 24,507,947 ClassA Shares

Thisprospectus relates to the offer and sale from time to time by the selling securityholders identified in the “Selling Securityholders”section herein, or their permitted transferees (collectively, the “selling securityholders”), of (a)up to 49,015,894of our classA ordinary shares (“ClassA Shares”), which consists of up to (i)24,507,947 ClassAShares and (ii)24,507,947 ClassA Shares issuable upon exercise of the warrants to purchase ClassA Shares atan exercise price of $1.50 per share (the “Warrants”), and (b)the Warrants, in each case,issued to the selling securityholders pursuant to the Securities Purchase Agreements, defined and described under “ProspectusSummary — Recent Developments — PIPE.” This prospectus also relates to the issuance by us of up to 24,507,947 ClassAShares issuable upon exercise of the Warrants. This prospectus also covers any additional securities that may become issuable by meansof share splits, share dividends or other similar transactions.

This prospectusprovides you with a general description of such securities and the general manner in which the selling securityholders may offer or sellthe securities. More specific terms of any securities that the selling securityholders may offer or sell may be provided in a prospectussupplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.The prospectus supplement may also add, update or change information contained in this prospectus.

All of theClassA Shares and Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the respective sellingsecurityholder for its account. We will not receive any proceeds from the sale of ClassA Shares or Warrants by the selling securityholdersor the issuance of ClassA Shares by us pursuant to this prospectus, except with respect to amounts received by us upon exerciseof any Warrants for cash. However, we will pay the expenses, other than any underwriting discounts and commissions, associated with thesale of securities pursuant to this prospectus.

We are registeringthe securities described above for resale pursuant to the selling securityholders’ registration rights under the Securities PurchaseAgreements. Our registration of the securities covered by this prospectus does not mean that either we or the selling securityholderswill issue, offer or sell, as applicable, any of the securities. The selling securityholders may offer and sell the securities coveredby this prospectus in a number of different ways and at varying prices. We provide more information about how the selling securityholdersmay sell the securities offered hereby in the section entitled “Plan of Distribution.”

We willpay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”

Our ClassAShares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LILM.” On June13,2024,the closing sale price as reported on Nasdaq of our ClassA Shares was $0.83 per share. The Warrants offered by this prospectusare not and will not be listed on any national securities exchange.

We may amendor supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectusand any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and “foreign private issuer,” each as defined under the U.S. federal securities laws,and, as such, are subject to reduced public company reporting requirements.

Our principalexecutive offices are located at Galileostraße 335, 82131 Gauting, Germany.

Investingin our securities involves a high degree of risk. Before buying any of our securities, you should carefully read the discussion of materialrisks of investing in our securities in “Risk Factors” on page7 of this prospectus, in any applicable prospectussupplement and as described in certain of the documents we may incorporate by reference herein.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated,2024

TABLE OF CONTENTS

You should rely onlyon the information contained in this prospectus and any amendment or supplement to this prospectus, as well as any information incorporatedby reference herein or therein. Neither we, nor the selling securityholders, have authorized any other person to provide you with differentor additional information. Neither we, nor the selling securityholders, take responsibility for, nor can we provide assurance as to thereliability of, any other information that others may provide. The selling securityholders are not making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus, any applicable prospectussupplement or any documents incorporated by reference herein or therein is accurate only as of the date hereof or thereof or such otherdate expressly stated herein or therein, and our business, financial condition, results of operations or prospects may have changed sincethose dates.

Except as otherwise setforth in this prospectus, neither we nor the selling securityholders have taken any action to permit a public offering of these securitiesoutside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside theUnited States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offeringof these securities and the distribution of this prospectus outside the United States.

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ABOUT THIS PROSPECTUS

This prospectus is partof a registration statement on FormF-3 that we filed with the United States Securities and Exchange Commission (the “SEC”)using a “shelf” registration process. Under this shelf registration process, the selling securityholders may, from time totime, offer and sell any combination of the securities described in this prospectus in one or more offerings.

We will not receive anyproceeds from the sale of ClassA Shares or Warrants to be offered by the selling securityholders pursuant to this prospectus, butwe will receive proceeds upon exercise of the Warrants. We will pay the expenses, other than underwriting discounts and commissions,if any, associated with the sale of our ClassA Shares and Warrants pursuant to this prospectus. To the extent required, we andthe selling securityholders, as applicable, will deliver a prospectus supplement with this prospectus to update the information containedin this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. You should readboth this prospectus and any applicable prospectus supplement, together with additional information described below under the captions “Where You Can Find More Information” and “Documents Incorporated by Reference.” We have not, andthe selling securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus.The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assumethat the information contained in this prospectus is accurate as of any other date.

No offer of these securitieswill be made in any jurisdiction where the offer is not permitted.

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FREQUENTLY USED TERMS

Unless otherwise statedin this prospectus, any prospectus supplement or the documents incorporated by reference herein or therein, or the context otherwiserequires, references to:

“Board” meansthe board of directors of Lilium N.V.

“Business Combination”means the transactions contemplated by the Business Combination Agreement.

“Business CombinationAgreement” means the Business Combination Agreement, dated March30, 2021, as amended, by and among Lilium GmbH, Queen CaymanMerger LLC, a Cayman Islands limited liability company and wholly owned subsidiary of Lilium, Qell and Lilium.

“ClassA Shares”means the ordinary shares A, with a nominal value of €0.01 per share, in the share capital of Lilium.

“ClassB Shares”means the ordinary shares B, with a nominal value of €0.03 per share, in the share capital of Lilium.

“ClassC Shares”means the ordinary shares C, with a nominal value of €0.02 per share, in the share capital of Lilium.

“Code” meansthe U.S. Internal Revenue Code of 1986, as amended.

“Company” meansLilium, unless the context indicates otherwise.

“COVID-19” meansthe novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemicor disease outbreaks.

“DCGC” meansthe Dutch Corporate Governance Code 2022.

“eVTOL” meanselectric vertical take-off-and-landing.

“Exchange Act”means the U.S. Securities Exchange Act of 1934, as amended.

“General Meeting”means a general meeting of the shareholders of the Company.

“IPO” meansinitial public offering.

“Lilium,” aswell as terms such as “we,” “us,” “our” and similar terms, means Lilium N.V., together with its subsidiaries.

“Lilium Jet”means the fully electric eVTOL aircraft being developed by Lilium.

“Nasdaq” meansThe Nasdaq Global Select Market.

“PIPE” meansthe subscription for and purchase of 47,573,111 ClassA Shares and the warrants to purchase up to 47,573,111 ClassA Sharesat an exercise price of $1.50 pursuant to the securities purchase agreements entered into by and between the Company and the other partiesthereto, dated as of May23, 2024.

“PIPE Shares”means, collectively, the 47,573,111 ClassA Shares issued in connection with the PIPE, consisting of (x)the 24,507,947 ClassAShares registered pursuant to this prospectus and (y)the 23,065,164 ClassA Shares we expect to issue in connection with thesecond and final PIPE closing on or around June28, 2024.

“PIPE Warrants”means, collectively, the warrants to purchase up to 47,573,111 ClassA Shares at an exercise price of $1.50 issued in connectionwith the PIPE, consisting of (x)the warrants to purchase up to 24,507,947 ClassA Shares registered pursuant to this prospectusand (y)the warrants to purchase up to 23,065,164 ClassA Shares we expect to issue in connection with the second and finalPIPE closing on or around June28, 2024.

“Qell” meansQell Acquisition Corp., a Cayman Islands exempted company.

“SEC” meansthe U.S. Securities and Exchange Commission.

“Securities Act”means the U.S. Securities Act of 1933, as amended.

“Shares” meansthe ClassA Shares, the ClassB Shares and the ClassC Shares.

“Warrants” meansthe PIPE Warrants to purchase up to 24,507,947 ClassA Shares at an exercise price of $1.50 per share issued in connection withthe PIPE, and which may be offered and sold pursuant to this prospectus from time to time by the selling securityholders.

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RISK FACTORS

An investment in our securitiescarries a significant degree of risk. Before you decide to purchase our securities, you should carefully consider all risk factors setforth in the applicable prospectus supplement and the documents incorporated by reference herein or therein. See “DocumentsIncorporated by Reference.” These risk factors are not exhaustive, and investors are encouraged to perform their own investigationwith respect to our business, financial condition and prospects. You should carefully consider these risk factors in addition to theother information included in this prospectus, including matters addressed in the section entitled “Forward-Looking Statements.”We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may alsoimpair our business or financial condition. The risk factors should be read in conjunction with our financial statements and notes tothe financial statements incorporated by reference herein. If any of these risks actually occur, our business, financial condition, resultsof operations or prospects could be materially affected. As a result, the trading prices of our securities could decline and you couldlose part or all of your investment.

The Warrants beingoffered may not have value.

The Warrants being offeredhereby will not be exercisable until the Exercisability Date, which is the date on which the Company has instructed the warrant agentthat Shareholder Approval has been obtained. The Company has a General Meeting scheduled for June26, 2024 and expects to obtainShareholder Approval at such meeting. The Warrants will not be exercisable unless and until Shareholder Approval has been obtained.

The Warrants that may beoffered from time to time by the selling securityholders have an exercise price of $1.50 per each ClassA Share, subject to certainadjustments, and expire six years from the date of issuance, after which date any unexercised Warrants will expire and have no furthervalue. In the event that the market price of our ClassA Shares does not exceed the exercise price of the Warrants during the periodwhen they are exercisable, the Warrants may not have any value. If the Warrants expire with no value, we will not receive any proceedsfrom the exercise of the Warrants to fund our operations.

Holders of Warrantswill not have the rights of shareholders until they exercise the Warrants.

Until holders of the Warrantsacquire ClassA Shares upon exercise of such Warrants, the holders will have no rights with respect to the ClassA Shares underlyingthe Warrants, such as voting rights. Upon exercise of the Warrants, the holders will be entitled to exercise the rights of a shareholderonly as to matters for which the record date occurs after the exercise.

There is no publicmarket for the Warrants.

There is no establishedpublic trading market for the Warrants, and we do not expect a market to develop. Additionally, we do not intend to apply to list theWarrants on any securities exchange or nationally recognized trading system, including Nasdaq. Without an active market, the liquidityof the Warrants will be limited. Although we have other outstanding warrants, some of which are listed on Nasdaq, the Warrants will notbe part of the same class as our other outstanding warrants and will not be fungible with our other outstanding warrants.

Certain provisionsof the Warrants could discourage an acquisition of us by a third party.

Certain provisions of theWarrants could make it more difficult or expensive for a third party to acquire us. The Warrants require that, in the case of certaintransactions constituting Fundamental Transactions among other things, the surviving entity must assume our obligations under the Warrants.Additionally, in certain circ*mstances, the holder will have the right to receive the Black Scholes Value (as defined in the Warrants)of the Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or, in some cases, in the same typeor form of consideration that is being offered and being paid to the holders of our ClassA Shares as described in the Warrants.These and other provisions of the Warrants could prevent or deter a third party from acquiring us even where the acquisition could bebeneficial to our investors. See “Description of Securities — Warrants — Fundamental Transactions.”

We may be or may becomea PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If we or any of our subsidiariesis a passive foreign investment company (a “PFIC”) for any taxable year, or portion thereof, that is included in the holdingperiod of a beneficial owner of our ordinary shares that is a U.S. Holder, such U.S. Holder (as defined in the section of this prospectuscaptioned “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders”) may be subject to certainadverse U.S. federal income tax consequences and may be subject to additional reporting requirements. While we believe we were not aPFIC for the taxable year ended December31, 2023, it is uncertain whether we or any of our subsidiaries will be treated as a PFICfor U.S. federal income tax purposes for the current or any subsequent tax year. If we determine that we are a PFIC for any taxable year,upon written request, we will endeavor to provide to a U.S. Holder such information with respect to the Company as the IRS may require,including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF Election (as defined inthe section titled “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders”), but thereis no assurance that we will timely provide such required information. Further, there is no assurance that we will have timely knowledgeof our status as a PFIC in the future or of the required information to be provided.

See the section titled “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders — Passive Foreign Investment Company Rules”of this prospectus for a more detailed discussion with respect to our PFIC status and the tax consequences of PFIC classification toU.S. Holders, who are urged to consult their tax advisors regarding the possible application of PFIC rulesto them.

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FORWARD-LOOKING STATEMENTS

This prospectus contains,and any prospectus supplement or documents incorporated by reference herein may contain, forward-looking statements within the meaningof Section21E of the Exchange Act and Section27A of the Securities Act. Forward-looking statements provide our current expectationsor forecasts of future events and include, but are not limited to, statements regarding Lilium’s proposed business and businessmodel, the markets and industry in which Lilium operates or intends to operate, and the anticipated timing of the commercialization andlaunch of Lilium’s business.

Forward-looking statementsinclude statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historicalfacts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “plan,” “potential,” “predict,” “project,” “result,” “should,” “strategy,” “target,” “will” and “would,” or similar words or phrases,or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarilymean that a statement is not forward-looking. Examples of forward-looking statements in this prospectus, any prospectus supplement ordocuments incorporated by reference herein include, but are not limited to, statements regarding our business plan, operations, cashflows, financial position and dividend policy.

Lilium operates and willcontinue to operate in a rapidly changing emerging industry. New risks emerge daily. Given these risks and uncertainties, you shouldnot rely on or place undue reliance on these forward-looking statements, including any statements regarding when or whether any strategiccollaboration between Lilium and the respective collaborator will be effected, the number, price or timing of any Lilium Jets to be sold(or if any such Lilium Jets will be sold at all), the price to be paid therefor and the timing of launch or manner in which any proposedeVTOL network or anticipated commercial activities will operate, Lilium’s business and product development strategies or certificationprogram, or Lilium’s funding requirements.

Forward-looking statementsare subject to known and unknown risks and uncertainties and may be based on potentially inaccurate assumptions, any of which could causeactual events or results to differ materially from those contained in or implied by our forward-looking statements. Many factors couldcause actual future events and operating results to differ materially from the forward-looking statements contained herein, including,but not limited to, the following risks:

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The foregoing list of factorsis not exhaustive. You should also consider carefully the statements set forth in the section entitled “Risk Factors”in this prospectus as well as those discussed under the caption “Risk Factors” in any prospectus supplement or the documentsincorporated by reference herein. You should not rely on these forward-looking statements, which speak only as of the date they are made.We undertake no obligation to publicly revise any forward-looking statement to reflect circ*mstances or events after the date such forward-lookingstatement is made or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describein the reports we will file periodically with the SEC after the date of this prospectus.

Additionally, statementsthat “Lilium believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevantsubject. These statements are based on information available to us as of the date they are made, and while we believe that informationprovides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read toindicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,and you are cautioned not to unduly rely on these statements.

Although we believe theexpectations reflected in the forward-looking statements are reasonable as of the time made, we cannot guarantee future results, levelof activity, performance or achievements. Moreover, neither Lilium, the selling securityholders nor any other person assumes responsibilityfor the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statementscontained or referred to in this section and similarly titled sections in the documents incorporated by reference herein in connectionwith the forward-looking statements contained in this prospectus, any prospectus supplement or the documents incorporated by referenceherein or therein and any subsequent written or oral forward-looking statements that may be issued by Lilium or persons acting on ourbehalf.

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USE OF PROCEEDS

All of the ClassAShares and Warrants offered by the selling securityholders pursuant to this prospectus and any applicable prospectus supplement willbe sold by the respective selling securityholder for its account. We will not receive any of the proceeds from such sales. We will paycertain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Planof Distribution.”

We will receive up to anaggregate of approximately $36.7 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants. Weexpect to use the net proceeds from the exercise of the Warrants to continue to fund the development and operations of the Company andfor general corporate purposes, which may include payment of the Company’s suppliers and working capital uses. We will have broaddiscretion over the use of proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will electto exercise any or all of such Warrants.

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DIVIDEND POLICY

We have never declared orpaid any cash dividends on our ClassA Shares, and we do not anticipate paying any dividends on our ClassA Shares for theforeseeable future. We currently intend to retain any earnings for future operations.

Under Dutch law, we mayonly pay dividends to the extent our shareholders’ equity (eigen vermogen) exceeds the sum of the paid-up and called-upshare capital plus the reserves required to be maintained by Dutch law or by our articles of association and (if it concerns a distributionof profits) after adoption of the annual accounts by our General Meeting from which it appears that such distribution is allowed. OurBoard shall make a proposal to the General Meeting which amount of the profit shall be allocated to the Company’s profit reservesand which amount of the profit shall be available for distribution. Our Board is permitted, subject to certain requirements, to declareinterim dividends without the approval of the General Meeting.

Subject to such restrictions,any future determination or recommendation to pay (interim) dividends will depend on a number of factors, including our results of operations,earnings, cash flow, financial condition, future prospects, contractual restrictions, capital investment requirements, restrictions imposedby applicable law and other factors considered relevant by the Board.

Our Board may decide thatall or part of our remaining profits shall be added to our reserves. After such reservation, any remaining profit will be at the disposalof the General Meeting at the proposal of our Board, subject to the applicable restrictions of Dutch law.

Dividends and other distributionsshall be made payable not later than the date determined by the corporate body that declares the (interim) dividend. Claims to dividendsand other distributions not made within five years from the date that such dividends or distributions became payable will lapse and anysuch amounts will be considered to have been forfeited to us (verjaring).

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DESCRIPTION OF SECURITIES

ClassA Shares

The selling securityholdersmay from time to time offer and sell up to 49,015,894 our ClassA Shares pursuant to this prospectus. See the documents incorporatedby reference herein, including Exhibit2.1attached to our Annual Report on Form20-F filed with the SEC on March15,2024, for more information regarding ourClassA Shares.

Issued Share Capital

Our issued and outstandingshare capital as of June7, 2024 consists of:

570,342,062 ClassAShares; and

23,113,065 ClassBShares.

Warrants

The following descriptionof the Warrants issued in connection with the PIPE is qualified in its entirety by reference to the full text of the Warrant Agreement,which is attached to the registration statement of which this prospectus forms a part as Exhibit10.2.

Exercise and Duration

Subject to certain adjustmentsdescribed in the Warrant Agreement, the Warrants issued in connection with the PIPE are exercisable into ClassA Shares at an exerciseprice equal to $1.50 per ClassA Share. Each Warrant will become exercisable beginning on the date on which the Company has instructedthe warrant agent that the Company’s General Meeting has provided Shareholder Approval authorizing the issuance of a number ofClassA Shares sufficient for the full exercise of all PIPE Warrants issued in connection with the PIPE in the aggregate (whichinstruction the Company shall give promptly following, and in no event later than the next business day after, Shareholder Approval).

Fundamental Transactions

If, at any time while theWarrants are outstanding, (1)the Company, directly or indirectly, in one or more related transactions effects any merger or consolidationof the Company with or into another Person, (2)the Company, directly or indirectly, effects any sale, lease, license, assignment,transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (3)anydirect or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant towhich holders of ClassA Shares are permitted to sell, tender or exchange their shares for other securities, cash or property andhas been accepted by the holders of 50% or more of the outstanding ClassA Shares, (4)the Company, directly or indirectly,in one or more related transactions effects any reclassification, reorganization or recapitalization of the ClassA Shares or anycompulsory share exchange pursuant to which the ClassA Shares are effectively converted into or exchanged for other securities,cash or property (other than as a result of a stock split, combination or reclassification of the ClassA Shares), or (5)theCompany, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other businesscombination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with anotherPerson or group (as defined in Exchange Act Rule13d-5) of Persons whereby such other Person or group (as defined in Exchange ActRule13d-5) acquires more than 50% of the outstanding ClassA Shares (not including any ClassA Shares held by the otherPerson or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or sharepurchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exerciseof Warrants, the holder shall have the right to receive, for each ClassA Share that would have been issuable upon such exerciseimmediately prior to the occurrence of such Fundamental Transaction, at the option of the holder, the number of shares of capital stockof the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (asdetermined in accordance with the terms of the Warrant Agreement and the Warrants) receivable as a result of such Fundamental Transactionby a holder of the number of ClassA Shares for which the holder’s Warrants are exercisable immediately prior to such FundamentalTransaction (without regard to any limitations on the exercise of the Warrants).

For purposes of the foregoingparagraph, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, jointventure, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

In the event of a FundamentalTransaction in which at least 10% of the consideration received by the holders of ClassA Shares does not consist of common stockin the successor entity (which entity may be the Company following such Fundamental Transaction) listed on a trading market, or is tobe so listed for trading immediately following such event, the Company or any successor entity shall, at the Warrant holder’s option,exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, thedate of the public announcement of the applicable Fundamental Transaction), purchase the Warrants from the holder by paying to the holderan amount of cash equal to the Black Scholes Value (as defined in the Warrant Agreement) of the remaining unexercised portion of theWarrants on the date of the consummation of such Fundamental Transaction (subject to certain conditions).

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Anti-dilution Adjustments

In the event the Companyengages in certain dilutive or concentrative transactions, such as share dividends, share splits and consolidations or reclassifications,the exercise price and number of ClassA Shares underlying the then-outstanding Warrants will be proportionately increased or decreased.

In the event Lilium engagesin certain transactions that result in Lilium issuing equity at an effective price per share that is less than $1.00, then simultaneouslywith the consummation of each such transaction the per share exercise price of the Warrants will be proportionately reduced by the sameproportion by which the effective price per share triggering the adjustment is less than $1.00 (e.g., if the triggering effective priceper share is $0.80, then the then existing exercise price of the Warrants will be reduced by 20%), subject to exceptions specified inthe Warrant Agreement.

Optional Redemption

If any time after the two-yearanniversary of the date of issuance, but before the expiration date of the Warrants, the last reported sale price per share of the ClassAShares, as reported by Nasdaq, equals or exceeds $12.50 per share for at least 60 trading days (whether or not consecutive) during a90 consecutive trading day period, then the Company, on at least 20 trading days’ prior written notice to holders of the Warrants,may redeem the Warrants by paying the holders $0.01 per ClassA Share issuable pursuant to exercise thereof, subject to prior exerciseby the holder. The Warrant will remain exercisable by the holder (in whole or in part, in its entirety or in such increments, at anytime and from time to time, as in each case the holder may in its sole discretion elect) for the duration of the 20 trading days’prior written notice period.

Subsequent Rights Offerings

In the event the Companyissues equity or rights to purchase equity to holders of ClassA Shares on a pro rata basis, each Warrant holder will beentitled to acquire a pro rata number of ClassA Shares as if such holder had exercised its Warrant into ClassA Shares.

No Right as a Shareholder

Except as otherwise providedin the Warrants or by virtue of such holder’s ownership of ClassA Shares, the holders of the Warrants do not have the rightsor privileges of holders of our ClassA Shares, including any voting rights, until they validly exercise their Warrants.

Listing of Securities

Our ClassA Sharesare listed on Nasdaq under the symbols “LILM.” There can be no assurance that our ClassA Shares will remain listedon Nasdaq. If we fail to comply with the Nasdaq listing requirements, our ClassA Shares could be delisted from Nasdaq. A delistingof our ClassA Shares will likely affect the liquidity of our ClassA Shares and could inhibit or restrict our ability to raiseadditional financing.

There is no trading marketavailable for the Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Warrantson Nasdaq or any securities exchange or nationally recognized trading system.

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SELLING SECURITYHOLDERS

This prospectus and anysupplement hereto relate to the possible offer and sale from time to time of up to 49,015,894 ClassA Shares (including the ClassAShares issuable upon exercise of the Warrants) and the Warrants to purchase up to 24,507,947 ClassA Shares by the selling securityholders.The selling securityholders acquired the securities offered hereby in the PIPE. See “Prospectus Summary — Recent Developments — PIPE.”

The selling securityholdersmay from time to time offer and sell any or all of the ClassA Shares (including the ClassA Shares issuable upon exerciseof the Warrants) and the Warrants set forth below pursuant to this prospectus. When we refer to the “selling securityholders”in this prospectus, we mean the entities listed in the table below, and the pledgees, donees, transferees, assignees, successors andothers who later come to hold any of the selling securityholders’ interest in our securities after the date of this prospectus.

The following table is preparedbased on information provided to us by the selling securityholders. It sets forth the names and addresses of the selling securityholders,the aggregate number of ClassA Shares (including the ClassA Shares issuable upon exercise of the Warrants) and Warrants thatthe selling securityholders may offer pursuant to this prospectus and the beneficial ownership of the selling securityholders both beforeand after the offering. We have based percentage ownership on 593,455,127 ClassA Shares, which amount assumes the conversion ofall 23,113,065 ClassB Shares, in each case, outstanding as of June7,2024.

The SEC has defined “beneficialownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.A securityholder is also deemed to be, as of any date, the beneficial owner of all securities that such securityholder has the rightto acquire within 60 days after that date through (i)the exercise of any option, warrant or right, (ii)the conversion ofa security, (iii)the power to revoke a trust, discretionary account or similar arrangement, or (iv)the automatic terminationof a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentageownership of that person, ordinary shares subject to options, warrants or other rights (as set forth above) held by that person thatare currently exercisable, or will become exercisable within 60 days of June7,2024, are deemed outstanding, while such sharesare not deemed outstanding for purposes of computing percentage ownership of any other person.

We cannot advise you asto whether the selling securityholders will in fact sell any or all of such ClassA Shares (including the ClassA Shares issuableupon exercise of the Warrants) or the Warrants. In addition, the selling securityholders may sell, transfer or otherwise dispose of,at any time and from time to time, and without our prior consent, the ClassA Shares (or the ClassA Shares issuable upon exerciseof the Warrants) or the Warrants (as applicable) in transactions exempt from the registration requirements of the Securities Act afterthe date of this prospectus, subject to applicable law.

Relevant information foreach additional selling securityholder, if any, will be set forth in a prospectus supplement to the extent required prior to the timeof any offer or sale of a selling securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update,substitute or change the information contained in this prospectus, including the identity of each selling securityholder and the numberof ClassA Shares or Warrants registered on its behalf. A selling securityholder may sell all, some or none of such securities inthis offering. See “Plan of Distribution.”

The holdings of the sellingsecurityholders are stated as of June7, 2024. Unless otherwise indicated, the address of each selling securityholder is c/o LiliumN.V., Galileostraße 335, 82131 Gauting, Germany.

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TAXATION

References in this “Taxation”section to “Warrants” refer only to the Warrants sold in the PIPE and not to any of the Company’s other outstandingwarrants.

Material U.S. Federal Income Tax Considerationsfor U.S. Holders

The followingis a description of the material U.S. federal income tax consequences to the U.S. Holders (as defined below) described below of acquiring,owning and disposing of our ClassA Shares and Warrants, which we refer to collectively as our securities. It is not a comprehensivedescription of all tax considerations that may be relevant to a particular person’s decision to acquire our securities. This discussionapplies only to a U.S. Holder that acquires our securities and that holds our securities as a capital asset (generally, property heldfor investment). In addition, this discussion does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’sparticular circ*mstances, including state and local tax consequences, estate tax consequences, alternative minimum tax consequences,the potential application of the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules,such as:

If an entitythat is classified as a partnership for U.S. federal income tax purposes acquires our securities, the U.S. federal income tax treatmentof a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships acquiring our securitiesand partners in such partnerships are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequencesof acquiring, holding and disposing of our securities.

The discussionis based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisionsand final, temporary and proposed Treasury Regulations, all as of the date hereof, changes to any of which may affect the tax consequencesdescribed herein — possibly with retroactive effect.

For purposesof this discussion, a “U.S. Holder” is a beneficial owner of securities that is, for U.S. federal income tax purposes:

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PERSONS CONSIDERINGAN INVESTMENT IN OUR SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATINGTO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES,INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAXLAWS.

Distributions

Subject tothe discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of distributions paidon our ClassA Shares, other than certain pro rata distributions of ClassA Shares or rights to acquire ClassA Shares,will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined underU.S. federal income tax principles as of the end of the taxable year in which each distribution is made). Distributions in excess ofour current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but notbelow zero) the U.S. Holder’s adjusted tax basis in its ClassA Shares. Any remaining excess will be treated as gain realizedon the sale of ClassA Shares and will be treated as described below under “— Sale or Other Taxable Dispositions.”The amount of any such distribution will include any amounts of foreign taxes withheld by us (or another applicable withholding agent).The gross amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-receiveddeduction generally available to U.S. corporations. Subject to applicable limitations, dividends received by certain non-corporate U.S.Holders that satisfy a minimum holding period and certain other requirements may be taxable at preferential rates applicable to “qualifieddividend income” if we qualify for the benefits of the income tax treaty between the United States and Germany (the “U.S.-GermanyTreaty”) or our ClassA Shares remain listed and readily tradable on an established securities market in the United Statesand we are not a PFIC (as defined below) with respect to the U.S. Holder in the taxable year of distribution or the preceding taxableyear.

Dividendswill generally be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend. Dividendspaid in a currency other than U.S. dollars will be included in income by a U.S. Holder in a U.S. dollar amount calculated by referenceto the exchange rate in effect on the date of receipt, whether or not the currency received is in fact converted into U.S. dollars atthat time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreigncurrency gain or loss in respect of the dividend income. A U.S. Holder’s tax basis in non-U.S. currency that is not converted intoU.S. dollars on the date of receipt will equal the U.S. dollar amount included in income. A U.S. Holder would generally have foreigncurrency gain or loss if the non-U.S. currency received is converted into U.S. dollars after the date of receipt for a different U.S.dollar amount. Such gain or loss would generally be treated as U.S.-source ordinary income or loss. The amount of any distribution ofproperty other than cash (and other than certain pro rata distributions of ClassA Shares or rights to acquire ClassA Shares)will be the fair market value of such property on the date of distribution.

Subject togenerally applicable limitations, a U.S. Holder may claim a credit for German tax withheld at the appropriate rate against the U.S. Holder’sU.S. federal income tax liability. However, a U.S. Holder will not be allowed a foreign tax credit for withholding tax it could havereasonably avoided by claiming benefits under the U.S.-Germany Treaty through appropriate procedures. Each U.S. Holder should consultit* own tax advisor about its eligibility for a reduced rate of German withholding tax. For foreign tax credit limitation purposes, dividendsreceived with respect to the ClassA Shares will generally constitute “passive category income.” In lieu of claiminga foreign tax credit, a U.S. Holder may deduct foreign taxes in computing their taxable income, subject to generally applicable limitationsunder U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accruedin the taxable year. The rulesgoverning eligibility for foreign tax credits or deductions are complex and the Regulations haveimposed additional requirements that must be met for a foreign tax to be creditable (including requirements that a “covered withholdingtax” be imposed on non-residents in lieu of a generally applicable tax that satisfies the definition of an “income tax,”as provided in the Regulations, which may be unclear or difficult to determine). Accordingly, U.S. Holders are urged to consult theirtax advisor regarding the availability of foreign tax credits or deductions for foreign taxes withheld with respect to dividends or otherdistributions on ClassA Shares in their particular circ*mstances.

Sale or Other Taxable Dispositions

Subject tothe discussion below under “— Passive Foreign Investment Company Rules,” gain or loss realized on the sale orother taxable disposition of ClassA Shares or Warrants will be capital gain or loss and will be long-term capital gain or lossif the U.S. Holder held the ClassA Shares or Warrants sold or disposed for more than one year at the time of sale or other taxabledisposition. The amount of gain or loss realized will be equal to the difference, if any, between the amount realized on the sale orother taxable disposition of the ClassA Shares or Warrants and the U.S. Holder’s adjusted tax basis in the ClassA Sharesor Warrants sold or disposed, in each case as determined in U.S. dollars. Long-term capital gains recognized by certain non-corporateU.S. Holders (including individuals) will generally be subject to tax at preferential reduced rates. The deductibility of capital lossesis subject to limitations.

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A U.S. Holder’sadjusted tax basis in its ClassA Shares or Warrants generally will be equal to the U.S. Holder’s acquisition cost for theClassA Shares or Warrants, which will be the U.S. dollar value of any non-U.S. dollar purchase price paid for the ClassAShares or Warrants determined on the date of purchase, less, in the case of ClassA Shares, the U.S. dollar value of any prior distributionstreated as a return of capital. A U.S. Holder that receives a currency other than U.S. dollars on the sale or other taxable dispositionof ClassA Shares or Warrants will realize an amount equal to the U.S. dollar value of the currency received at the spot rate onthe date of sale or other taxable disposition. However, if the securities disposed of are treated as traded on an “establishedsecurities market” at the time of sale or other taxable disposition, a cash basis U.S. Holder or an accrual basis U.S. Holder thathas made a special election, which must be applied consistently from year to year and cannot be changed without the consent of the IRS,will determine the U.S. dollar value of the amount realized by translating the amount of non-U.S. currency received at the spot rateon the settlement date. An accrual basis taxpayer that is not eligible to or does not elect to determine the amount realized using thespot rate on the settlement date will recognize foreign currency gain or loss to the extent of any difference between the U.S. dollaramount realized on the date of sale or disposition and the U.S. dollar value of the currency received at the spot rate on the settlementdate. A U.S. Holder will have a tax basis in the currency received equal to its U.S. dollar value at the spot rate on the settlementdate. Any currency gain or loss realized on the settlement date or on a subsequent conversion of the non-U.S. currency for a differentU.S. dollar amount generally will be U.S. source ordinary income or loss.

Exercise or Lapse of a Warrant

A U.S. Holdergenerally will not recognize taxable gain or loss upon the exercise of a Warrant for cash. The U.S. Holder’s initial tax basisin our ClassA Shares received upon exercise of the Warrant will generally be an amount equal to the sum of the U.S. Holder’sacquisition cost of the Warrant and the exercise price of such Warrant. It is unclear whether a U.S. Holder’s holding period forthe ClassA Shares received upon exercise of the Warrant would commence on the date of exercise of the Warrant or the day followingthe date of exercise of the Warrant; however, in either case, the holding period will not include the period during which the U.S. Holderheld the Warrants. If a Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to suchholder’s tax basis in the Warrant.

Possible Constructive Distributions

The termsof each Warrant provide for an adjustment to the number of ClassA Shares for which the Warrant may be exercised or to the exerciseprice of the Warrant in certain events. An adjustment that has the effect of preventing dilution generally is not taxable. A U.S. Holderwould, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increased such U.S. Holder’sproportionate interest in our assets or earnings and profits (e.g., through an increase in the number of our ordinary shares that wouldbe obtained upon exercise) as a result of a distribution of cash to the holders of ClassA Shares that is taxable to the U.S. Holdersof such shares as described under “— Distributions” above. Such constructive distribution would be subject totax as described under that section in the same manner as if a U.S. Holder received a cash distribution from us equal to the fair marketvalue of such increased interest.

Passive Foreign Investment Company Rules

If we areclassified as a PFIC in any taxable year, a U.S. Holder will be subject to special rulesgenerally intended to reduce or eliminateany benefits from the deferral of U.S. federal income tax that a U.S. Holder could derive from investing in a non-U.S. company that doesnot distribute all of its earnings on a current basis.

A non-U.S.corporation is classified as a PFIC for any taxable year in which, after applying certain look-through rulesand taking into accounta pro rata portion of the income and assets of 25% or more owned subsidiaries, either:

It is uncertainwhether we or any of our subsidiaries will be treated as a PFIC for U.S. federal income tax purposes for the current or any subsequenttax year. Whether the Company is a PFIC is a factual determination made annually based on principles and methodologies that in some circ*mstancesare unclear and subject to varying interpretation. Under the Income Test, our status as a PFIC depends on the composition of our income,which will depend on the transactions we enter into in the future and our corporate structure. The composition of our income and assetsis also affected by the spending of the cash we raise in any offering. Under the Asset Test, the Company’s status as a PFIC willgenerally depend on the amount of the Company’s goodwill that is characterized as an active asset. The rulesfor characterizinga corporation’s goodwill as active or passive assets are uncertain. However, one reasonable approach for determining the characterof goodwill for purposes of the Asset Test requires identifying goodwill with specific income producing activities and characterizinggoodwill as active or passive based on the income derived from each activity. Because PFIC status is based on our income, assets andactivities for the entire taxable year, it is not possible to determine whether we will be classified as a PFIC for the current taxableyear or any subsequent year until after the close of the relevant taxable year.

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Ifwe are classified as a PFIC for any taxable year in which a U.S. Holder owns our securities, such U.S. Holder would, in that and allsubsequent taxable years, be subject to additional taxes on any (i)distributions exceeding125% of the average amount received during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period)(such distributions, “excess distributions”) and (ii)gain recognized from the sale or other taxable disposition (including,under certain circ*mstances, a pledge) of such U.S. Holder’s securities (regardless of whether the Company continued to be a PFICunder either of the tests above) unless (a)such U.S. Holder makes a timely QEF Election (as defined below) or (b)our securitiesconstitute “marketable” securities and such U.S. Holder makes a timely mark-to-market election as discussed below. To computethe tax on excess distributions or any gain, (i)the excess distribution or gain is allocated ratably over the U.S. Holder’sholding period in the securities, (ii)the amount allocated to the current taxable year and any year before we became a PFIC istaxed as ordinary income in the current year and (iii)the amount allocated to each other taxable year is taxed at the highest taxrate in effect for such year for individuals or corporations, as appropriate, and an interest charge is imposed to recover the deemedbenefit from the deferred payment of the resulting tax attributable to each such year. The tax liability for amounts allocated to yearsprior to the year of the excess distribution or disposition cannot be offset by any net operating losses for such years, and gains (butnot losses) realized on the sale of the securities cannot be treated as capital, even if a U.S. Holder holds the securities as capitalassets. In addition, dividends on the ClassA Shares would not be eligible for the preferential tax rate applicable to qualifieddividend income received by individuals and certain other non-corporate persons.

If we areclassified as a PFIC, a U.S. Holder will generally be subject to similar ruleswith respect to distributions we receive from, andour dispositions of the stock of, any of our direct or indirect subsidiaries that also are PFICs (such PFIC subsidiaries, “lower-tierPFICs”), as if such distributions were indirectly received by, and/or dispositions were indirectly carried out by, such U.S. Holder.U.S. Holders should consult their tax advisors regarding the application of the PFIC rulesto our subsidiaries.

If we areclassified as a PFIC in any taxable year in which a U.S. Holder owns our securities, we will continue to be treated as a PFIC with respectto such U.S. Holder in all succeeding years during which the U.S. Holder owns our securities, regardless of whether we continue to meeteither of the tests described above for any succeeding year, unless (i)we cease to be a PFIC and the U.S. Holder has made a “deemedsale” election with respect to our securities or (ii)the U.S. Holder makes a valid QEF Election with respect to all taxableyears in such U.S. Holder’s holding period during which we are a PFIC. If the “deemed sale” election is made, a U.S.Holder will be deemed to have sold its securities at their fair market value and any gain from such deemed sale would be subject to therulesdescribed above. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, the U.S.Holder’s securities with respect to which such election was made will not be treated as shares in a PFIC, and the U.S. Holder willnot be subject to the rulesdescribed above with respect to any “excess distribution” the U.S. Holder receives fromus or any gain from an actual sale or other taxable disposition of the securities. U.S. Holders should consult their tax advisors asto the possibility and consequences of making a deemed sale election if we have been classified as a PFIC in any taxable year in whicha U.S. Holder owns securities and subsequently cease to be a PFIC.

Certain electionsexist that may alleviate some of the adverse consequences of PFIC status and would result in alternative U.S. federal income tax consequencesfor U.S. Holders owning and disposing of our ClassA Shares. A U.S. Holder may avoid the general tax treatment for PFICs describedabove by electing to treat us as a “qualified electing fund” under Section1295 of the Code (a “QEF,” andsuch election, a “QEF Election”) for each of the taxable years during the U.S. Holder’s holding period that we area PFIC. If a QEF Election is not in effect for the first taxable year in the U.S. Holder’s holding period in which we are a PFIC,a QEF Election generally can only be made if the U.S. Holder elects to make an applicable deemed sale or deemed dividend election onthe first day of its taxable year in which we became a QEF pursuant to the QEF Election. The deemed gain or deemed dividend recognizedwith respect to such an election would be subject to the general tax treatment of excess distributions and disposal gains discussed above.In order to comply with the requirements of a QEF Election, a U.S. Holder must receive a PFIC Annual Information Statement from us. Ifwe determine that we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such informationwith respect to the Company as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holderto make and maintain a QEF election, but there is no assurance that we will timely provide such required information. Further, thereis no assurance that we will have timely knowledge of our status as a PFIC in the future or of all of the information required to beprovided. A QEF Election may not be available for the Warrants regardless of whether we provide such information.

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If a U.S.Holder makes a QEF Election with respect to its ClassA Shares, it will be taxed currently on its pro rata share of our ordinaryearnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year that we are a PFIC, evenif no distributions are received. Any distributions we make out of our earnings and profits that were previously included in such a U.S.Holder’s income as a result of making the QEF Election would not be taxable to such U.S. Holder. Such U.S. Holder’s tax basisin its ClassA Shares would be increased by an amount equal to any income included under the QEF Election and decreased by any amountdistributed on the ClassA Shares that is not included in its income. In addition, a U.S. Holder will recognize capital gain orloss on the disposition of its ClassA Shares in an amount equal to the difference between the amount realized and its adjustedtax basis in the ClassA Shares, each as determined in U.S. dollars. Once made, a QEF Election remains in effect unless invalidatedor terminated by the IRS or revoked by the shareholder. A QEF Election can be revoked only with the consent of the IRS. A U.S. Holderthat has made a QEF Election will not be currently taxed on our ordinary income and net capital gain for any taxable year for which weare not classified as a PFIC. A separate QEF Election is required for any equity interests in any lower-tier PFICs that we own. Therecan be no assurance that we will have timely knowledge of the PFIC status of any equity interests in any non-U.S. corporation that wemay own or that we will be able to provide all of the information required to make a valid QEF Election for any lower-tier PFIC thatwe may own. Each U.S. Holder should consult its tax advisor regarding the availability of, and procedure for making, any deemed gain,deemed dividend or QEF Election.

Alternatively,U.S. Holders can avoid the interest charge on excess distributions or gain relating to such U.S. Holder’s ClassA Shares andcertain other of the adverse impacts of the PFIC rulesdescribed above by making a mark-to-market election with respect to suchClassA Shares, provided that the ClassA Shares constitute “marketable stock.” “Marketable stock”is, generally, stock that is “regularly traded” on certain U.S. stock exchanges or on a foreign stock exchange that meetscertain conditions. For these purposes, stock is considered regularly traded during any calendar year during which shares are traded,other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purposemeeting this requirement will be disregarded. Our ClassA Shares are listed on Nasdaq, which is a qualified exchange for these purposes.Consequently, if our ClassA Shares remain listed on Nasdaq and are regularly traded, and you are a U.S. Holder of ClassAShares, we expect the mark-to-market election would be available to you if we are a classified as a PFIC. No assurance can be given thatthe ClassA Shares will be traded in sufficient frequency and quantity to be considered “marketable stock.” Each U.S.Holder should consult its tax advisor as to whether a mark-to-market election is available or advisable with respect to the securities.

A U.S. Holderthat makes a mark-to-market election with respect to its ClassA Shares must include in ordinary income for each year an amountequal to the excess, if any, of the fair market value of the ClassA Shares at the close of the taxable year over the U.S. Holder’sadjusted tax basis of such ClassA Shares. An electing holder may also claim an ordinary loss deduction for the excess, if any,of the U.S. Holder’s adjusted basis in its ClassA Shares over their fair market value at the close of the taxable year, butthis deduction is allowable only to the extent of any unreversed mark-to-market gains included in income in prior taxable years. Gainsfrom an actual sale or other disposition of the ClassA Shares will be treated as ordinary income, and any losses incurred on asale or other disposition of the ClassA Shares will be treated as an ordinary loss to the extent of any unreversed mark-to-marketgains previously included in income. Once made, a mark-to-market election cannot be revoked without the consent of the IRS, unless ourClassA Shares cease to be marketable.

However,a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that we own, unless shares of such lower-tierPFIC are themselves “marketable.” As a result, even if a U.S. Holder validly makes a mark-to-market election with respectto our ClassA Shares, the U.S. Holder may continue to be subject to the PFIC rules(described above) with respect to its indirectinterest in any of our investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. U.S. Holdersshould consult their tax advisors to determine whether any of these elections would be available and, if so, what the consequences ofthe alternative treatments would be in their particular circ*mstances.

Unless otherwiseprovided by the IRS, each U.S. shareholder of a PFIC is required to file an annual report containing such information as the IRS mayrequire. A U.S. Holder’s failure to file the annual report will cause the statute of limitations for such U.S. Holder’s U.S.federal income tax return to remain open with regard to the items required to be included in such report until three years after theU.S. Holder files the annual report, and, unless such failure is due to reasonable cause and not willful neglect, the statute of limitationsfor the U.S. Holder’s entire U.S. federal income tax return will remain open during such period.

Furthermore,recently proposed Treasury Regulations related to PFICs (which will not be effective until finalized) may affect the taxation and reportingobligations of partners of certain U.S. partnerships that invest in PFICs. U.S. Holders should consult their tax advisors regarding therequirements of filing such information returns under these rules.

WE STRONGLYURGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF OUR PFIC STATUS ON YOUR INVESTMENT IN THE SECURITIES AS WELL AS THE APPLICATIONOF THE PFIC RULES TO YOUR INVESTMENT IN THE SECURITIES.

Information Reporting and Backup Withholding

Paymentsof dividends (including constructive dividends) on ClassA Shares and sales proceeds from the sale or other disposition of our securitiesthat are made by a U.S. paying agent or other U.S. intermediary or to an account in the United States will be reported to the IRS andto the U.S. Holder unless the holder is a corporation or otherwise establishes a basis for exemption. Backup withholding may apply topayments subject to information reporting if the U.S. Holder fails to provide an accurate taxpayer identification number or certificationof exempt status. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rulesfrom a paymentto a U.S. Holder will be refunded (or credited against such U.S. Holder’s U.S. federal income tax liability, if any), providedthe required information is furnished to the IRS. Prospective investors should consult their own tax advisors as to their qualificationfor exemption from backup withholding and the procedure for establishing an exemption.

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Certain U.S.Holders may be required to report information relating to their ownership of securities to the IRS, subject to certain exceptions (includingan exception for securities held in accounts maintained by certain U.S. financial institutions), by filing IRS Form8938 (Statementof Specified Foreign Financial Assets) with their federal income tax return. U.S. Holders who fail to timely furnish the required informationmay be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respectto tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S.Holders should consult their tax advisors regarding their information reporting obligations with respect to their ownership and dispositionof securities.

THEDISCUSSION ABOVE IS A GENERAL SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES. IT DOES NOT COVER ALL TAX MATTERS THAT MAYBE OFIMPORTANCE TO A PARTICULAR INVESTOR. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULARTAX CONSEQUENCES TO THEM OF OWNING THE SECURITIES,INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAXLAWS AND POSSIBLE CHANGES IN TAX LAW.

Material Dutch Tax Considerations

The followingsummary outlines certain material Dutch tax consequences in connection with the acquisition, ownership and disposal of ClassA Sharesand/or the acquisition, ownership, disposal and exercise of Warrants. All references in this summary to the Netherlands and Dutch laware to the European part of the Kingdom of the Netherlands and its law, respectively, only. The summary does not purport to present anycomprehensive or complete picture of all Dutch tax aspects that could be of relevance to the acquisition, ownership and disposal of ClassAShares and/or the acquisition, ownership, disposal and exercise of Warrants by a (prospective) holder of ClassA Shares and/or Warrantswho may be subject to special tax treatment under applicable law. The summary is based on the tax laws and practice of the Netherlandsas in effect on the date of this prospectus, which are subject to changes that could prospectively or retrospectively affect the Dutchtax consequences.

For purposesof Dutch income and corporate income tax, shares, warrants or certain other assets, which may include depositary receipts in respectof shares, legally owned by a third party such as a trustee, foundation or similar entity or arrangement (a “Third Party”),may under certain circ*mstances have to be allocated to the (deemed) settlor, grantor or similar originator (the “Settlor”)or, upon the death of the Settlor, such Settlor’s beneficiaries (the “Beneficiaries”) in proportion to their entitlementto the estate of the Settlor of such trust or similar arrangement (the “Separated Private Assets”).

This summarydoes not address the Dutch tax consequences for a holder of ClassA Shares and/or Warrants that is considered to be affiliated (gelieerd)to the Company within the meaning of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). Generally, a holder of ClassAShares and/or Warrants is considered to be affiliated to the Company for these purposes if (i)it has a qualifying interest in theCompany, (ii)the Company has a qualifying interest in such party or (iii)a third party has a qualifying interest in boththe Company and such party. A party is equated with any collaborating group of parties of which it forms part. A qualifying interestis an interest that allows the holder to have a decisive influence over the other party’s decisions in such a way that it is ableto determine the activities of the other party. A party is in any case considered to have a qualifying interest in another party if it(directly or indirectly) owns more than 50% of the voting rights in such other party.

This summarydoes not address the Dutch tax consequences of a holder of ClassA Shares and/or Warrants who is an individual and who has a substantialinterest (aanmerkelijk belang) in the Company. Generally, a holder of ClassA Shares and/or Warrants will have a substantialinterest in the Company if such holder of ClassA Shares and/or Warrants, whether alone or together with such holder’s spouseor partner and/or certain other close relatives, holds directly or indirectly, or as Settlor or Beneficiary of Separated Private Assets(i)(x)the ownership of, (y)certain other rights, such as usufruct, over or (z)rights to acquire (whether or notalready issued, including by way of the Warrants) shares (including ClassA Shares) representing 5% or more of the total issuedand outstanding capital (or the issued and outstanding capital of any class of shares) of the Company or (ii)(x)the ownershipof or (y)certain other rights, such as usufruct, over profit participating certificates (winstbewijzen) that relate to 5%or more of the annual profit of the Company or to 5% or more of the liquidation proceeds of the Company.

Additionally,a holder of ClassA Shares and/or Warrants has a substantial interest in the Company if such holder, whether alone or together withsuch holder’s spouse or partner and/or certain other close relatives, has the ownership of, or other rights over, shares, or depositaryreceipts in respect of shares, in, or profit certificates issued by, the Company that represent less than 5% of the relevant aggregatethat either (a)qualified as part of a substantial interest as set forth above and where shares,or depositary receipts in respect of shares, profit certificates and/or rights there over have been, or are deemed to have been, partiallydisposed of or (b)have been acquired as part of a transaction that qualified for non-recognition of gain treatment.

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This summarydoes not describe Dutch tax considerations in relation to the Dutch Minimum Taxation Act (Wet minimumbelasting 2024).

Furthermore,this summary does not address the Dutch tax consequences of a holder of ClassA Shares and/or Warrants who:

PROSPECTIVEHOLDERS OF CLASSA SHARES AND/OR WARRANTS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISER WITH RESPECT TO THE DUTCH TAX CONSEQUENCESOF ANY ACQUISITION, OWNERSHIP OR DISPOSAL OF CLASSA SHARES AND/OR THE ACQUISITION, REDEMPTION, DISPOSAL OR EXERCISE OF WARRANTSIN THEIR INDIVIDUAL CIRc*msTANCES.

Dividend Withholding Tax

General

Pursuantto Dutch domestic law, and subject to tax treaty relief, the Company is generally required to withhold dividend withholding tax imposedby the Netherlands at a rate of 15% on dividends distributed by the Company in respect of ClassA Shares and/or Warrants. For solong as the German and Dutch competent authorities consider the Company to be solely resident in Germany for purposes of the DE —NL tax treaty (See “Item 3. Key Information — D. Risk Factors — Risks Related to Ownership of Our ClassA Sharesand Public Warrants — The Company intends to operate so as to be treated as exclusively resident in Germany for tax purposes, butthe relevant tax authorities may treat it as also being tax resident elsewhere” in our Annual Report on Form20-F forthe year ended December31, 2023, filed with the SEC on March15, 2024), however, dividends distributed by the Company to aholder of ClassA Shares and/or Warrants will not be subject to Dutch dividend withholding tax, unless such holder of ClassAShares and/or Warrants is resident or deemed to be resident in the Netherlands or such holder of ClassA Shares and/or Warrantshas an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment (vasteinrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands and to which enterprise or part ofan enterprise, as the case may be, ClassA Shares and/or Warrants are attributable.

The expression “dividends distributed by the Company” as used herein includes, but is not limited to:

Holders of ClassA Sharesand/or Warrants Resident in the Netherlands or with a Permanent Establishment (vaste inrichting) or a Permanent Representative (vastevertegenwoordiger) in the Netherlands

Dividendsdistributed by the Company to a holder of ClassA Shares and/or Warrants that is resident or deemed to be resident in the Netherlandsor that has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment(vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands and to which enterprise orpart of an enterprise, as the case may be, ClassA Shares and/or Warrants are attributable, will in principle be subject to Dutchdividend withholding tax at a rate of 15%.

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A holder of ClassA Sharesand/or Warrants that is an individual that is resident or deemed to be resident in the Netherlands for Dutch tax purposes is generallyentitled, subject to the anti-dividend stripping rulesdescribed below, to a full credit against its income tax liability, or afull refund, of the Dutch dividend withholding tax.

A holder of ClassA Sharesand/or Warrants that is a legal entity that is resident or deemed to be resident in the Netherlands for Dutch tax purposes is generallyentitled, subject to the anti-dividend stripping rulesdescribed below, to a full credit against its corporate income tax liabilityof the Dutch dividend withholding tax. If and to the extent such legal entity cannot credit the full amount of Dutch dividend withholdingtax in a given year, the Dutch dividend withholding tax may be carried forward and credited against its corporate income tax liabilityin subsequent years (without any time limitation).

The two previousparagraphs generally apply to holders of ClassA Shares and/or Warrants that are neither resident nor deemed to be resident in theNetherlands for Dutch tax purposes if the ClassA Shares and/or Warrants are attributable to a permanent establishment (vasteinrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands of such non-resident holder of ClassAShares and/or Warrants.

A holderof ClassA Shares and/or Warrants that is a legal entity that is resident or deemed to be resident in the Netherlands for Dutchtax purposes that is exempt from Dutch corporate income tax but that is not a qualifying exempt investment institution (vrijgesteldebeleggingsinstelling) is generally entitled, subject to the anti-dividend stripping rulesdescribed below, to an exemption atsource (subject to the completion of certain necessary procedural formalities) or a full refund of Dutch dividend withholding tax ondividends received.

Accordingto the anti-dividend stripping rules, no exemption, reduction, credit or refund of Dutch dividend withholding tax will be granted ifthe recipient of the dividend paid by the Company is not considered the beneficial owner (uiteindelijk gerechtigde) of the dividendas defined in these rules. A recipient of a dividend is not considered the beneficial owner of the dividend if, as a consequence of acombination of transactions and tested at group level, (i)a person (other than the holder of the dividend coupon), directly orindirectly, partly or wholly benefits from the dividend, (ii)such person directly or indirectly retains or acquires a comparableinterest in ClassA Shares and/or Warrants and (iii)such person is entitled to a less favorable exemption, refund or creditof dividend withholding tax than the recipient of the dividend distribution. The term “combination of transactions” includestransactions that have been entered into in the anonymity of a regulated stock market, the sole acquisition of one or more dividend couponsand the establishment of short-term rights or enjoyment on ClassA Shares and/or Warrants (e.g., usufruct). The burden of proofto demonstrate that the recipient of a dividend qualifies as the beneficial owner of such dividend lies with the recipient, unless theamount of the withheld dividend withholding tax in respect of such recipient in the relevant calendar year is €1,000 or less.

Holders of ClassA Sharesand/or Warrants Resident Outside the Netherlands

Dividendsdistributed by the Company to a holder of ClassA Shares and/or Warrants not resident or deemed to be resident in the Netherlandsfor (corporate) income tax purposes and that does not have an enterprise or an interest in an enterprise that is, in whole or in part,carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger)in the Netherlands and to which enterprise or part of an enterprise, as the case may be, ClassA Shares and/or Warrants are attributablewill not be subject to any Dutch dividend withholding tax.

TheCompany will, however, in principle be required to withhold Dutch dividend withholding tax on dividends distributed by the Company toholders of ClassA Shares and/or Warrants that are resident or deemed to be resident in the Netherlands (or to holders of ClassAShares and/or Warrants that have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanentestablishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands and to whichenterprise or part of an enterprise, as the case may be, ClassA Shares and/or Warrants are attributable). As a result, upon thedistribution of a dividend on ClassA Shares and/or Warrants, the Company will be required to identify the residency of holdersof ClassA Shares and/or Warrants (as the case may be), which may not always be possible in practice. In such a scenario, a holderof ClassA Shares and/or Warrants not resident or deemed to be resident in the Netherlands for (corporate) income tax purposes andthat does not have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment(vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands and to which enterprise orpart of an enterprise, as the case may be, ClassA Shares and/or Warrants are attributable can submit a digital application fora refund of Dutch dividend withholding tax via http://belastingdienst.nl/refunddividendtax.

Taxes on Income and CapitalGains

Holders of ClassA Sharesand/or Warrants Resident in the Netherlands: Individuals

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A holderof ClassA Shares and/or Warrants who is an individual resident or deemed to be resident in the Netherlands for Dutch tax purposeswill be subject to regular Dutch income tax on the income derived from ClassA Shares and/or Warrants and the gains realized uponthe acquisition, redemption and/or disposal of ClassA Shares and/or the acquisition, redemption, disposal or exercise of Warrantsby the holder thereof, if:

If eitherof the abovementioned conditions (a)or (b)applies, income derived from ClassA Shares and/or Warrants and the gainsrealized upon the acquisition, redemption and/or disposal of ClassA Shares and/or the acquisition, redemption, disposal or exerciseof Warrants will in general be subject to Dutch income tax at the progressive rates up to 49.5%.

If the abovementionedconditions (a)and (b)do not apply, a holder of ClassA Shares and/or Warrants who is an individual, resident or deemedto be resident in the Netherlands for Dutch tax purposes will not be subject to taxes on income and capital gains in the Netherlands.Instead, such individual is generally taxed at a flat rate of 36% on deemed income from “savings and investments” (“sparenen beleggen”), which deemed income is determined on the basis of the amount included in the individual’s “yieldbasis” (“rendementsgrondslag”) at the beginning of the calendar year (minus a tax-free threshold; the yieldbasis minus such threshold being the tax basis (“grondslag sparen en beleggen”)). For the 2024 tax year, the deemedincome derived from savings and investments will be a percentage of the tax basis up to 6.04% that is determined based on the actualallocation of (i)savings, (ii)other investments and (iii)debts/liabilities within the individual’s yield basis.The tax-free threshold for 2024 is €57,000. The percentages to determine the deemed income will be reassessed every year. Theserulesare subject to litigation and may therefore change. You may need to file (protective) appeals to any assessments based onthese rulesto benefit from any beneficial case law.

Holders of ClassA Sharesand/or Warrants Resident in the Netherlands: Corporate Entities

A holderof ClassA Shares and/or Warrants that is resident or deemed to be resident in the Netherlands for corporate income tax purposesand that is:

butthat is not:

will in generalbe subject to regular Dutch corporate income tax, generally levied at a rate of 25.8% (19% over profits up to and including €200,000)over income derived from ClassA Shares and/or Warrants and the gains realized upon the acquisition, redemption and/or disposalof ClassA Shares and/or the acquisition, redemption, disposal or exercise of Warrants, unless, and to the extent that, the participationexemption (deelnemingsvrijstelling) applies.

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Holders of ClassA Sharesand/or Warrants Resident Outside the Netherlands: Individuals

A holderof ClassA Shares and/or Warrants who is an individual not resident or deemed to be resident in the Netherlands will not be subjectto any Dutch taxes on income derived from ClassA Shares and/or Warrants and the gains realized upon the acquisition, redemptionand/or disposal of ClassA Shares and/or the acquisition, redemption, disposal or exercise of Warrants, unless:

If eitherof the abovementioned conditions (a)or (b)applies, income or capital gains in respect of dividends distributed by the Companyor in respect of any gains realized upon the acquisition, redemption and/or disposal of ClassA Shares and/or the acquisition, redemption,disposal or exercise of Warrants will in general be subject to Dutch income tax at the progressive rates up to 49.5%.

Holders of ClassA Sharesand/or Warrants Resident Outside the Netherlands: Legal and Other Entities

A holderof ClassA Shares and/or Warrants that is a legal entity, another entity with a capital divided into shares, an association, a foundationor a fund or trust, not resident or deemed to be resident in the Netherlands for corporate income tax purposes, will not be subject toany Dutch taxes on income derived from ClassA Shares and/or Warrants and the gains realized upon the acquisition, redemption and/ordisposal of ClassA Shares and/or the acquisition, redemption, disposal or exercise of Warrants, unless:

If one ofthe abovementioned conditions applies, income derived from ClassA Shares and/or Warrants and the gains realized upon the acquisition,redemption and/or disposal of ClassA Shares and/or the acquisition, redemption, disposal or exercise of Warrants will, in general,be subject to Dutch regular corporate income tax levied at a rate of 25.8% (19% over profits up to and including €200,000), unless,and to the extent that, with respect to a holder as described under (a), the participation exemption (deelnemingsvrijstelling)applies.

Gift, Estate and InheritanceTaxes

Holders of ClassA Sharesand/or Warrants Resident in the Netherlands

Gift taxmay be due in the Netherlands with respect to an acquisition of ClassA Shares and/or Warrants by way of a gift by a holder of ClassAShares and/or Warrants who is resident or deemed to be resident of the Netherlands at the time of the gift.

Inheritancetax may be due in the Netherlands with respect to an acquisition or deemed acquisition of ClassA Shares and/or Warrants by wayof an inheritance or bequest on the death of a holder of ClassA Shares and/or Warrants who is resident or deemed to be residentof the Netherlands, or in case of a gift by an individual who at the date of the gift was neither resident nor deemed to be residentin the Netherlands, such individual dies within 180 days after the date of the gift, while that individual, at the time of the individual’sdeath, is resident or deemed to be resident in the Netherlands.

For purposesof Dutch gift and inheritance tax, an individual with the Dutch nationality will be deemed to be resident in the Netherlands if suchindividual has been resident in the Netherlands at any time during the ten years preceding the date of the gift or such individual’sdeath. For purposes of Dutch gift tax, an individual not holding the Dutch nationality will be deemed to be resident of the Netherlandsif such individual has been resident in the Netherlands at any time during the twelve months preceding the date of the gift.

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Holders of ClassA Sharesand/or Warrants Resident Outside the Netherlands

No gift,estate or inheritance taxes will arise in the Netherlands with respect to an acquisition of ClassA Shares and/or Warrants by wayof a gift by, or on the death of, a holder of ClassA Shares and/or Warrants who is neither resident nor deemed to be resident ofthe Netherlands, unless, in the case of a gift of ClassA Shares and/or Warrants by an individual who at the date of the gift wasneither resident nor deemed to be resident in the Netherlands, such individual dies within 180 days after the date of the gift, whilebeing resident or deemed to be resident in the Netherlands.

Certain Special Situations

For purposesof Dutch gift, estate and inheritance tax, (i)a gift by a Third Party will be construed as a gift by the Settlor and (ii)uponthe death of the Settlor as a rule, such Settlor’s Beneficiaries will be deemed to have inherited directly from the Settlor. Subsequently,such Beneficiaries will be deemed the settlor, grantor or similar originator of the Separated Private Assets for purposes of Dutch gift,estate and inheritance tax in the case of subsequent gifts or inheritances.

For the purposesof Dutch gift and inheritance tax, a gift that is made under a condition precedent is deemed to have been made at the moment such conditionprecedent is satisfied. If the condition precedent is fulfilled after the death of the donor, the gift is deemed to be made upon thedeath of the donor.

Value Added Tax

No Dutchvalue added tax will arise in respect of or in connection with the subscription, issue, placement, allotment or delivery of ClassAShares and/or the exercise of Warrants.

Other Taxes and Duties

No Dutchregistration tax, capital tax, custom duty, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees,will be payable in the Netherlands in respect of or in connection with the subscription, issue, placement, allotment or delivery of ClassAShares and/or the exercise of Warrants.

Residency

A holderof ClassA Shares and/or Warrants will not be treated as a resident, or a deemed resident, of the Netherlands for tax purposes byreason only of the acquisition, or the holding, of ClassA Shares and/or Warrants or the performance by the Company under ClassAShares and/or Warrants.

Material German Tax Considerations

The followingsection is a description of the material German tax considerations that become relevant when acquiring, owning and/or disposing of ClassAShares and Warrants as from the date of this prospectus. It is based on the German tax law applicable as of the date of this prospectuswithout prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.

This sectionis intended as general information only and does not purport to be a comprehensive or complete description of all potential German taxeffects of the acquisition, ownership or disposal of ClassA Shares or Warrants and does not set forth all German tax considerationsthat may be relevant to a particular person’s decision to acquire ClassA Shares or Warrants. It cannot be ruled out thatthe German tax authorities or courts may consider an alternative interpretation or application to be correct that differs from the onedescribed in this section.

This sectiondoes not describe any German tax considerations or consequences that may be relevant to the acquisition, ownership or disposal of ClassAShares or Warrants by a shareholder (i)for whom or for a direct or indirect shareholder or beneficiary of whom the income or capitalgains derived from the ClassA Shares or Warrants are attributable to employment, trade or freelancing activities, the income fromwhich is taxable in Germany, or (ii)who exchanges, or has exchanged, other German taxable assets for ClassA Shares or Warrants(or vice versa) under a German tax deferral transaction of the German reorganization tax act (Umwandlungssteuergesetz). It furtherdoes not describe German tax considerations in relation to the German Minimum Taxation Act (Mindeststeuergesetz).

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This sectiondoes not constitute particular German tax advice and potential purchasers of ClassA Shares or Warrants are urged to consult theirown tax advisors regarding the tax consequences of the acquisition, ownership and/or disposal of ClassA Shares or Warrants in lightof their particular circ*mstances with regard to the application of German tax law to their particular situations, in particular withrespect to the procedure to be complied with to obtain a relief of withholding tax on dividends and on capital gains (Kapitalertragsteuer)and with respect to the influence of provisions of any applicable income tax treaty on the mitigation of double taxation (each a “taxtreaty”), as well as any tax consequences arising under the laws of any state, local or other non-German jurisdiction. A shareholderor a holder of Warrants may include an individual who or an entity that does not have the legal title to the ClassA Shares or Warrants,but to whom nevertheless the ClassA Shares or Warrants are attributed for German tax purposes, based either on such individualor entity owning a beneficial interest in the ClassA Shares or Warrants or based on specific statutory provisions.

All of the following is subjectto change as from the date of this prospectus. Such changes could apply retroactively and could affect the consequences set forth below.This section does neither refer to any German filing, notification or other German tax compliance aspects nor to foreign account taxcompliance act (“FATCA”) aspects.

Lilium’s Tax ResidencyStatus

We have ourstatutory seat in the Netherlands and our sole place of management in Germany and are therefore tax resident in Germany as of the dateof this prospectus (both under German domestic law and for purposes of the German-Dutch tax treaty). Thus, we qualify as a corporationsubject to German unlimited liability for corporate income tax purposes and are treated as a resident of Germany under the Dutch-Germantax treaty. However, because our tax residency depends on future facts regarding our place of management, the German unlimited liabilityfor corporate income tax purposes may change in the future. We assume for all purposes herein that we shall be tax resident in Germanyat all relevant points in time when taxable events may occur. For the avoidance of doubt, any tax effects in relation to the Warrantsor ClassA Shares (other than as regards withholding tax as addressed below) are out of the scope of this prospectus.

German Taxation of Holders of ClassA Shares

Taxation of Dividends

Withholding Tax on Dividend Payments

Dividendsdistributed from Lilium to our shareholders are generally subject to German withholding tax, except for certain scenarios in which adividend is either excluded from the scope of German withholding tax (for example, repayments of capital from the tax contribution account(steuerliches Einlagekonto)) or fully or partially withholding tax exempt, as further described. The withholding tax rate is 25%plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon, totaling 26.375% of the gross dividend amount and potentiallychurch withholding tax for shareholders who are private individuals in certain cases (see below). Withholding tax is to be withheld andpassed on for the account of the shareholders, depending on the specific circ*mstances, by a domestic branch of a domestic or foreigncredit or financial services institution (Kredit-oder Finanzdienstleistungsinstitut) or by the domestic securities institution(inländisches Wertpapierinstitut) that keeps and administers the ClassA Shares and disburses or credits the dividendsor disburses the dividends to a foreign agent, or by the securities custodian bank (Wertpapiersammelbank) to which the ClassAShares were entrusted for custody if the dividends are distributed to a foreign agent by such securities custodian bank (each of whichis referred to as the “Dividend Paying Agent”), or, in case the ClassA Shares are not held in deposit with a DividendPaying Agent, Lilium is responsible for withholding and remitting the tax to the competent tax office. Such withholding tax is generallylevied and withheld irrespective of whether and to what extent the dividend distribution is taxable at the level of the shareholder andwhether the shareholder is a person residing in Germany or in a foreign country.

In the caseof dividends distributed to a parent company within the meaning of Art. 3 para. 1 lit. a of the amended EU Directive 2011/96/EU of theCouncil of November30, 2011 (the “EU Parent Subsidiary Directive”) domiciled in another member state of the EuropeanUnion, withholding tax may be refunded or not levied upon application and subject to further conditions (as set out below). This alsoapplies to dividends distributed to a permanent establishment located in another member state of the European Union of such a parentcompany or of a parent company tax resident in Germany if the participation in Lilium is effectively connected with and actually attributedto this permanent establishment. The key prerequisite for the application of the EU Parent Subsidiary Directive is that the shareholderhas held a direct participation in the share capital of Lilium of at least 10% for an uninterrupted period of at least twelve months.Further, the foreign resident shareholder must be eligible for purposes of the EU Parent Subsidiary Directive (as set out above) to invokethe reduction, and in addition, no German anti-directive/treaty shopping provision of Section50d paragraph 3 of the German IncomeTax Act (Einkommensteuergesetz) must be applicable.

The withholdingtax on dividends distributed to other foreign resident shareholders may be refunded or not levied upon application (as set out below)in accordance with an applicable tax treaty (to e.g., 15%, 10%, 5% or 0% depending on certain prerequisites) if Germany has concludedsuch tax treaty with the country of residence of the shareholder and if the shareholder does not hold the ClassA Shares eitheras part of the assets of a permanent establishment or a fixed place of business in Germany or as business assets for which a permanentrepresentative has been appointed in Germany. Further, the foreign resident shareholder must be eligible for tax treaty purposes, andin addition, no limitation of benefits provision in a tax treaty and no German anti-directive/treaty shopping provision of Section50dparagraph 3 of the German Income Tax Act (Einkommensteuergesetz) must be applicable.

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In the caseof dividends received by corporate bodies (Körperschaften) who are not tax resident in Germany, i.e., corporate bodies withno registered office or place of management in Germany and if the shares neither belong to the assets of a permanent establishment orfixed place of business in Germany nor are part of business assets for which a permanent representative in Germany has been appointed,two-fifths of the withholding tax deducted and remitted may be refunded or not levied upon application (as set out below) without theneed to fulfill all prerequisites required for such refund under the EU Parent Subsidiary Directive or under a tax treaty or if no taxtreaty has been concluded between the state of residence of the shareholder, however, likewise subject to the conditions of the aforementionedGerman anti-directive/treaty shopping provision.

The applicationfor a refund of withholding tax under the EU Parent Subsidiary Directive, a tax treaty or the aforementioned option for foreign corporatebodies is to be filed with the German Federal Central Tax Office (Bundeszentralamt für Steuern) within four years followingthe end of the calendar year in which the dividends were received. The application shall be made by submitting a completed form for refund(available at the website of the Federal Central Tax Office (http://www.bzst.de) as well as at the German embassies and consulates) togetherwith a withholding tax certificate (Kapitalertragsteuerbescheinigung) issued by the institution that deducted the respective withholdingtax. In this case, the refund of deducted withholding tax is procedurally granted in such a manner that the difference between the totalamount withheld, including the solidarity surcharge, and the tax liability determined on the basis of the EU Parent Subsidiary Directive(0%) or on the basis of the tax rate set forth in the applicable tax treaty (15%, 10%, 5% or 0%) is refunded by the German Federal CentralTax Office.

If, underfulfillment of the prerequisites of the EU Parent Subsidiary Directive or a tax treaty, withholding tax is not to be levied at all, therelevant shareholder must apply to the German Federal Central Tax Office for the issuance of an exemption certificate (Freistellungsbescheinigung)that documents that the prerequisites for the application of the reduced withholding tax rates have been met. Dividends covered by theexemption certificate of the shareholder are then only subject to the reduced withholding tax rates stipulated in the exemption certificate.

Theaforementioned refunds of (or exemptions from) withholding tax are further restricted if (i)the applicable tax treaty providesfor a tax reduction resulting in an applicable tax rate of less than 15% and (ii)the shareholderis not a corporation that directly holds at least 10% in the equity capital of Lilium and is subject to tax on its income and profitsin its state of residence without being exempt. In this case, the refund of (or exemption from) withholding tax is subject to the followingthree cumulative prerequisites: (i)the shareholder must qualify as beneficial owner of theshares in a company for a minimum holding period of 45 consecutive days occurring within a period of 45 days prior and 45 days afterthe due date of the dividends; (ii)the shareholder has to bear (taking into account claims of the shareholder from transactionsreducing the risk of changes of the market value of the shares and corresponding claims of related parties of the shareholder) at least70% of the change in value risk related to the shares in a company during the minimum holding period; and (iii)the shareholdermust not be required to fully or largely compensate directly or indirectly the dividends to third parties.

In the absenceof the fulfillment of all of the three prerequisites, three-fifths of the withholding tax imposed on the dividends must not be creditedagainst the shareholder’s (corporate) income tax liability but may, upon application, be deducted from the shareholder’stax base for the relevant assessment period. Furthermore, a shareholder that has received gross dividends without any deduction of withholdingtax due to a tax exemption without qualifying for such a full tax credit has (i)to notify the competent local tax office accordingly,(ii)to declare according to the officially prescribed form and (iii)to make a payment in the amount of the omitted withholdingtax deduction.

However,these special ruleson the restriction of withholding tax credit do not apply to a shareholder whose overall dividend earnings withinan assessment period do not exceed €20,000 or that has been the beneficial owner of the shares in a company for at least one uninterruptedyear upon receipt of the dividends.

For individualor corporate shareholders tax resident outside Germany not holding the ClassA Shares through a permanent establishment (Betriebsstätte)in Germany or as business assets (Betriebsvermögen) for which a permanent representative (ständiger Vertreter)has been appointed in Germany, the remaining and paid withholding tax (if any) is then final (i.e., not refundable) and settles the shareholder’slimited tax liability in Germany. For individual or corporate shareholders tax resident in Germany (for example, those shareholders whoseresidence, domicile, registered office or place of management is located in Germany) holding their ClassA Shares as business assets,as well as for shareholders tax resident outside of Germany holding their ClassA Shares through a permanent establishment in Germanyor as business assets for which a permanent representative has been appointed in Germany, the withholding tax withheld (including solidaritysurcharge) can be credited against the shareholder’s personal income tax or corporate income tax liability in Germany. Any withholdingtax (including solidarity surcharge) in excess of such tax liability will be refunded upon receipt of the relevant tax assessment. Forindividual shareholders tax resident in Germany holding ClassA Shares as private assets, the withholding tax is a final tax (Abgeltungsteuer),subject to the exceptions described in the following section.

Taxation of Dividend Income ofShareholders Tax Resident in Germany Holding ClassA Shares as Private Assets

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Private Individuals

For individualshareholders (individuals) resident in Germany holding ClassA Shares as private assets, dividends are subject to a flat rate tax,which is satisfied by the withholding tax actually withheld (Abgeltungsteuer). Accordingly, dividend income will be taxed at aflat tax rate of 25% plus 5.5% solidarity surcharge thereon totaling 26.375% and church tax (Kirchensteuer) in case the shareholderis subject to church tax because of his or her personal circ*mstances. An automatic procedure for deduction of church tax by way of withholdingwill apply to shareholders being subject to church tax, unless the shareholder has filed a blocking notice (Sperrvermerk) withthe German Federal Tax Office (details related to the computation of the specific tax rate, including church tax, are to be discussedwith the individual tax advisor of the relevant shareholder). Except for an annual lump sum savings allowance (Sparer-Pauschbetrag)of up to €1,000 (for individual filers) or up to €2,000 (for married couples and for partners in accordance with the registeredpartnership law (Gesetz über die Eingetragene Lebenspartnerschaft) filing jointly), private individual shareholders willnot be entitled to deduct expenses incurred in connection with the capital investment from their dividend income.

The incometax owed for the dividend income is satisfied by the withholding tax withheld by the Dividend Paying Agent or Lilium. However, if theflat tax results in a higher tax burden as opposed to the private individual shareholder’s personal income tax rate, the privateindividual shareholder can opt for taxation at his or her personal income tax rate. In that case, the final withholding tax will be creditedagainst the income tax. The option can be exercised only for all capital income from capital investments received in the relevant assessmentperiod uniformly, and married couples as well as partners in accordance with the registered partnership law filing jointly can only jointlyexercise the option.

Exceptions from the flat ratetax (satisfied by withholding the tax at source, Abgeltungswirkung) may apply — that is, only upon application — (i)forshareholders who have a shareholding of at least 25% in Lilium and (ii)for shareholders who have a shareholding of at least 1%in Lilium and work for the Company in a professional capacity, each within the assessment period for which the application is first made.In such a case, the same rulesapply as for sole proprietors holding ClassA Shares as business assets (see below “—Taxation of Dividend Income of Shareholders Tax Resident in Germany Holding ClassA Shares as Business Assets — Sole Proprietors”).Further, the flat rate tax does not apply if and to the extent dividends reduced Lilium taxable income.

Taxationof Dividend Income of Shareholders Tax Resident in Germany Holding ClassA Shares as Business Assets

If a shareholderholds ClassA Shares as business assets, the taxation of the dividend income depends on whether the respective shareholder is acorporation, a sole proprietor or a partnership.

Corporations

Dividendincome of corporate shareholders is exempt from corporate income tax, provided that the corporation holds a direct participation of atleast 10% in the share capital of a company at the beginning of the calendar year in which the dividends are paid (participation exemption).The acquisition of a participation of at least 10% in the course of a calendar year (in one instance) is deemed to have occurred at thebeginning of such calendar year. Participations in the share capital of the Company that a corporate shareholder holds through a partnership,including co-entrepreneurships (Mitunternehmerschaften), are attributable to such corporate shareholder only on a pro rata basisat the ratio of the interest share of the corporate shareholder in the assets of the relevant partnership. However, 5% of the tax-exemptdividends are deemed to be non-deductible business expenses for tax purposes and therefore are effectively subject to corporate incometax (plus solidarity surcharge); i.e., tax exemption of 95%. Business expenses incurred in connection with the dividends received areentirely tax deductible. The participation exemption does not apply if and to the extent dividends reduced Lilium’s taxable income.

For tradetax purposes, the entire dividend income is subject to trade tax (i.e., the tax-exempt dividends must be added back when determiningthe trade taxable income), unless the corporate shareholder holds at least 15% of the Company’s registered share capital at thebeginning of the relevant tax assessment period (Erhebungszeitraum). In such case, the dividends are not subject to trade tax.However, trade tax is levied on the amount considered to be a non-deductible business expense (amounting to 5% of the dividend). Tradetax depends on the municipal trade tax multiplier applied by the relevant municipal authority. In the case of an indirect participationvia a partnership, please refer to the section “— Partnerships” below.

If the shareholdingis below 10% in the share capital, dividends are taxable at the applicable corporate income tax rate of 15% plus 5.5% solidarity surchargethereon and trade tax (the rate of which depends on the applicable municipality levy rate determined by the municipality in which thecorporate shareholder has its place of management and permanent establishments, respectively, to which the ClassA Shares are attributed).

Special regulationsapply that abolish the 95% tax exemption, if ClassA Shares are held (i)as trading portfolio (Handelsbestand) assetsin the meaning of Section340e paragraph 3 of the German Commercial Code (Handelsgesetzbuch) by a (a)credit institution(Kreditinstitut), (b)securities institution (Wertpapierinstitut) or (c)financial service institution (Finanzdienstleistungsinstitut)or (ii)as current assets (Umlaufvermögen) by a financial enterprise (Finanzunternehmen) within the meaning ofthe German Banking Act (Kreditwesengesetz), in case more than 50% of the shares of such financial enterprise are held directlyor indirectly by a credit institution, a securities institution or a financial service institution, or (iii)by a life insurancecompany, a health insurance company or a pension fund in case the shares are attributable to the capital investments, resulting in fullytaxable income (any shareholder falling under (i), (ii)or (iii), a “Non-Exempt Corporation”).

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Sole Proprietors

Forsole proprietors (individuals) resident in Germany holding ClassA Shares as business assets, dividends are subject to the partialincome rule(Teileinkünfteverfahren). Accordingly, only (i)60% of the dividend income will be taxed at his/herpersonal income tax rate plus 5.5% solidarity surcharge thereon and (ii)60% of the businessexpenses related to the dividend income are deductible for tax purposes. This does not apply to church tax (if applicable). In addition,the dividend income is entirely subject to trade tax if the ClassA Shares are held as business assets of a permanent establishmentin Germany within the meaning of the German Trade Tax Act (Gewerbesteuergesetz), unless the shareholder holds at least 15% ofthe Company’s registered share capital at the beginning of the relevant assessment period. In this latter case, the net amountof dividends, i.e., after deducting directly related expenses, is exempt from trade tax. The trade tax levied will be eligible for creditagainst the shareholder’s personal income tax liability based on the applicable municipal trade tax rate and the individual taxsituation of the shareholder limited to currently up to 4.0 times the trade tax measurement amount (Gewerbesteuer-Messbetrag).

Partnerships

In case ClassAShares are held by a partnership, the partnership itself is not subject to corporate income tax or personal income tax. In this regard,corporate income tax or personal income tax (and church tax, if applicable) as well as solidarity surcharge are levied only at the levelof the partner with respect to their relevant part of the partnership’s taxable income and depending on their individual circ*mstances:

In case thepartnership is a (operative or deemed) commercial partnership with its place of management in Germany, the dividend income is subjectto German trade tax at the level of the partnership, unless the partnership holds at least 15% of a company’s registered sharecapital at the beginning of the relevant assessment period. In such case, the dividend income is 95% exempt from trade tax to the extentthe partners of the partnership are corporations and 40% exempt from trade tax to the extent the partners of the partnership are soleproprietors. Any trade tax levied on the level of the partnership will be eligible for credit against an individual shareholder’spersonal income tax liability based on the applicable municipal trade tax rate, depending on the individual tax situation of the shareholderand further circ*mstances and limited to currently 4.0 times the partial trade tax measurement amount allocable to such individual shareholder.

Partnershipscan opt to be treated as a corporation for purposes of German income taxation. If the shareholder is a partnership that has validly exercisedsuch option right, any dividends from shares or subscription rights are subject to corporate income tax (and, for the avoidance of doubt,trade tax).

Taxation of Dividend Income ofShareholders Tax Resident Outside of Germany

For foreignindividual or corporate shareholders tax resident outside of Germany not holding the ClassA Shares through a permanent establishmentin Germany or as business assets for which a permanent representative has been appointed in Germany, the deducted withholding tax (possiblyreduced by way of a tax relief under a tax treaty or domestic tax law, such as in connection with the EU Parent Subsidiary Directive)is final (that is, not refundable) and settles the shareholder’s limited tax liability in Germany, unless the shareholder is entitledto apply for a withholding tax refund or exemption (as set out above in“— Withholding Tax on Dividend Payments”).

In contrast,individual or corporate shareholders tax resident outside of Germany holding the Company’s ClassA Shares through a permanentestablishment in Germany or as business assets for which a permanent representative has been appointed in Germany are subject to thesame rulesas applicable (and described above) to shareholders resident in Germany holding the ClassA Shares as business assets.The withholding tax withheld (including solidarity surcharge) will generally be credited against the shareholder’s personal incometax or corporate income tax liability in Germany if the prerequisites set out above (see“— Withholding Tax on DividendPayments”) are fulfilled.

Taxation of Capital Gains

Withholding Tax on Capital Gains

Capital gainsrealized on the disposal of ClassA Shares are only subject to withholding tax if a domestic branch of a domestic or foreign creditor financial services institution (Kredit-oder Finanzdienstleistungsinstitut) or a domestic securities institution (inländischesWertpapierinstitut) (each of which is referred to as the “German Disbursing Agent”) stores or administrates or carriesout the disposal of the ClassA Shares and pays or credits the capital gains. In those cases, the institution (and not the Company)is required to deduct the withholding tax at the time of payment for the account of the shareholder and to pay the withholding tax tothe competent tax authority.

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In case theClassA Shares are held (i)as business assets by a sole proprietor, a partnership or a corporation and such shares are attributableto a German business or (ii)in case of a corporation being subject to unlimited corporate income tax liability in Germany, thecapital gains are not subject to withholding tax. In case of the aforementioned exemption under (i), the withholding tax exemption issubject to the condition that the paying agent has been notified by the beneficiary (Gläubiger) that the capital gains areexempt from withholding tax. The respective notification has to be filed with the tax office competent for the beneficiary by using theofficially prescribed form.

Taxation of Capital GainsRealized by Shareholders Tax Resident in Germany Holding ClassA Shares as Private Assets (Private Individuals)

For individualshareholders (individuals) resident in Germany holding ClassA Shares as private assets, capital gains realized on the disposalof ClassA Shares are subject to final withholding tax (Abgeltungsteuer). Accordingly, capital gains will be taxed at a flattax rate of 25% plus 5.5% solidarity surcharge thereon totaling 26.375% and church tax in case the shareholder is subject to church taxbecause of his or her personal circ*mstances. An automatic procedure for deduction of church tax by way of withholding will apply toshareholders being subject to church tax unless the shareholder has filed a blocking notice (Sperrvermerk) with the German FederalCentral Tax Office (details related to the computation of the specific tax rate, including church tax, are to be discussed with the personaltax advisor of the relevant shareholder). The taxable capital gain is calculated by deducting the acquisition costs of the ClassAShares and the expenses directly and materially related to the disposal from the proceeds of the disposal. Apart from that, except foran annual lump sum savings allowance (Sparer-Pauschbetrag) of up to €1,000 (for individual filers) or up to €2,000 (formarried couples and for partners in accordance with the registered partnership law (Gesetz über die Eingetragene Lebenspartnerschaft)filing jointly), private individual shareholders will not be entitled to deduct expenses incurred in connection with the capital investmentfrom their capital gain.

In case theflat tax results in a higher tax burden as opposed to the private individual shareholder’s personal income tax rate, the privateindividual shareholder can opt for taxation at his or her personal income tax rate. In that case, the withholding tax (including solidaritysurcharge) withheld will be credited against the income tax. The option can be exercised only for all capital income from capital investmentsreceived in the relevant assessment period uniformly and married couples as well as for partners in accordance with the registered partnershiplaw filing jointly may only jointly exercise the option.

Capital lossesarising from the disposal of the ClassA Shares can only be offset against other capital gains resulting from the disposition ofthe ClassA Shares or shares in other stock corporations during the same calendar year. Offsetting of overall losses with otherincome (such as business or rental income) and other capital income is not possible. Such losses are to be carried forward and to beoffset against positive capital gains deriving from the disposal of shares in stock corporations in future years. The constitutionalityof such limitation on the offsetting of losses is currently the subject of a pending procedure at the German Federal Constitutional Court.

The finalwithholding tax (Abgeltungsteuer) will not apply if the seller of the ClassA Shares or in case of gratuitous transfer, itslegal predecessor, has held, directly or indirectly, at least 1% of the Company’s registered share capital at any time during thefive years prior to the disposal. In that case, capital gains are subject to the partial income rule(Teileinkünfteverfahren).Accordingly, only (i)60% of the capital gains will be taxed at his or her personal income tax rate plus 5.5% solidarity surchargethereon and church tax (if applicable) and (ii)60% of the business expenses related to the capital gains are deductible for taxpurposes. The withholding tax withheld (including solidarity surcharge) will be credited against the shareholder’s personal incometax liability in Germany.

Taxation of Capital GainsRealized by Shareholders Tax Resident in Germany Holding ClassA Shares as Business Assets

If a shareholderholds ClassA Shares as business assets, the taxation of capital gains realized on the disposal of such shares depends on whetherthe respective shareholder is a corporation, a sole proprietor or a partnership:

Corporations

Capital gainsrealized on the disposal of ClassA Shares by a corporate shareholder are generally exempt from corporate income tax and trade tax.However, 5% of the tax-exempt capital gains are deemed to be non-deductible business expenses for tax purposes and therefore are effectivelysubject to corporate income tax (plus solidarity surcharge) and trade tax; i.e., tax exemption of 95%. Business expenses incurred inconnection with the capital gains are entirely tax deductible.

Capital lossesincurred upon the disposal of ClassA Shares or other impairments of the share value are not tax deductible. A reduction of profitis also defined as any losses incurred in connection with a loan or security in the event the loan or the security is granted by a shareholderor by a related party thereto or by a third person with the right of recourse against the before mentioned persons and the shareholderholds directly or indirectly more than 25% of the Company’s registered share capital.

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Special regulationsapply, which may exclude aforementioned tax exemptions, if the ClassA Shares are held by a Non-Exempt Corporation.

Sole Proprietors

If the ClassAShares are held by a sole proprietor, capital gains realized on the disposal of the ClassA Shares are subject to the partial incomerule(Teileinkünfteverfahren). Accordingly, only (i)60% of the capital gains will be taxed at his or her personalincome tax rate plus 5.5% solidarity surcharge thereon and church tax (if applicable) and (ii)60% of the business expenses relatedto the dividend income are deductible for tax purposes. In addition, 60% of the capital gains are subject to trade tax if the ClassAShares are held as business assets of a permanent establishment in Germany within the meaning of the German Trade Tax Act (Gewerbesteuergesetz).The trade tax levied will be eligible for credit against the shareholder’s personal income tax liability based on the applicablemunicipal trade tax rate and the individual tax situation of the shareholder limited to currently up to 4.0 times the trade tax measurementamount.

Partnerships

In case theClassA Shares are held by a partnership, the partnership itself is not subject to corporate income tax or personal income tax aswell as solidarity surcharge (and church tax) since partnerships qualify as transparent for German income tax purposes. In this regard,corporate income tax or personal income tax as well as solidarity surcharge (and church tax, if applicable) are levied only at the levelof the partner with respect to their relevant part of the partnership’s taxable income and depending on their individual circ*mstances:

In addition,if the partnership is liable to German trade tax, 60% of the capital gains are subject to trade tax at the level of the partnership,to the extent the partners are individuals, and 5% of the capital gains are subject to trade tax, to the extent the partners are corporations.However, if a partner is an individual, any trade tax paid on the level of the partnership will be eligible for credit against an individualpartner’s personal income tax liability based on the applicable municipal trade tax rate and depending on the individual tax situationof the individual and further circ*mstances, limited to currently 4.0 times of the partial trade tax measurement (Gewerbesteuer-Messbetrag).

Partnershipscan opt to be treated as a corporation for purposes of German income taxation. If the shareholder is a partnership that has validly exercisedsuch option right, any capital gains from the disposal of shares or subscription rights are subject to corporate income tax (and, forthe avoidance of doubt, trade tax).

Taxation of Capital GainsRealized by Shareholders Tax Resident Outside of Germany

Capital gainsrealized on the disposal of the ClassA Shares by a shareholder tax resident outside of Germany are subject to German taxation providedthat (i)the ClassA Shares are held as business assets of a permanent establishment or as business assets for which a permanentrepresentative has been appointed in Germany or (ii)the shareholder or, in case of a gratuitous transfer, its legal predecessorhas held, directly or indirectly, at least 1% of the Company’s share capital at any time during a five years period prior to thedisposal.

In thesecases, capital gains are generally subject to the same rulesas described above for shareholders resident in Germany. However, ifcapital gains are realized in case (ii)above by corporations tax resident outside of Germany that are not Non-Exempt Corporations,these capital gains are fully tax exempt under German tax law according to the case law of the German Federal Fiscal Court (Bundesfinanzhof).Additionally, except for the cases referred to in (i)above, most tax treaties concluded by Germany provide for a full exemptionfrom German taxation except if the Company is considered a real estate holding entity for treaty purposes.

German Taxation of Holders of Warrants

General

Holders ofWarrants are likely to be taxed in particular upon certain forms of the exercise, sale or disposal of Warrants (taxation of capital gains)and the gratuitous transfer of Warrants (inheritance and gift tax).

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Taxation of Holders ofWarrants Not Tax Resident in Germany

The capitalgains from the disposition of the Warrants realized by a non-German tax resident holder of the Warrants would not be treated as Germansource income and not be subject to German income tax provided that (i)such non-German resident holder does not maintain a permanentestablishment or other taxable presence in Germany that the Warrants form part of and (ii)the income does not otherwise constituteGerman-source income (such as income from the letting and leasing of certain German-situs property or income from certain capital investmentsdirectly or indirectly secured by German-situs real estate). If either requirement (i)or (ii)above is not met, a non-Germantax resident holder will be subject to German taxation on the aforementioned capital gains corresponding to the taxation of holders ofWarrants tax resident in Germany holding the Warrants as business assets, as set out below.

In this case,non-German resident holders of the Warrants are, in general, exempt from German withholding tax on capital gains. However, if capitalgains derived from the Warrants are paid out or credited to the holder of the Warrants by a German Disbursing Agent, withholding taxmay be levied under certain circ*mstances both in the case of business and non-business holders of Warrants. The withholding tax maybe refunded based on an assessment to tax or under an applicable tax treaty, depending on the individual circ*mstances of the holder.

Taxation of Holders of Warrants Tax Residentin Germany

Withholding Tax on CapitalGains

The capitalgains from the disposition (i.e., the difference between the proceeds from the disposal, redemption, repayment or assignment after deductionof expenses directly related to the disposal, redemption, repayment or assignment and the cost of acquisition) or (if applicable pursuantto the warrant agreement underlying the Warrants) a cash settlement (i.e., the cash amount received minus directly related costs andexpenses, e.g. the acquisition costs) of the Warrants received by a German resident holder of Warrants holding the Warrants as privateassets will be subject to German withholding tax if the Warrants are kept or administered in a custodial account with a German DisbursingAgent. The tax rate is 25% (plus a 5.5% solidarity surcharge thereon, resulting in an aggregate rate of 26.375%; plus church tax, ifapplicable). For individual holders who are subject to church tax, the church tax generally has to be withheld by the German DisbursingAgent based on an automatic data access procedure, unless the shareholder has filed a blocking notice (Sperrvermerk) with theFederal Central Tax Office.

In case theWarrants have not been kept or administered in a custodial account with the same German Disbursing Agent since the time of their acquisition,the withholding tax rate will be applied to 30% of the (disposal) proceeds (the so called “Lump Sum Substitute Basis”), unlessthe current German Disbursing Agent has been notified of the actual acquisition costs of the Warrants by the previous German DisbursingAgent or by a statement of a bank or financial services institution from another member state of the European Union or the European EconomicArea or from certain other countries (e.g., Switzerland or Andorra).

In the eventof delivery of ClassA Shares upon exercise of the Warrants, the tax consequences are not entirely clear under German tax law. Inprinciple, the acquisition costs of the Warrants plus any additional sum paid upon exercise should be regarded as acquisition costs ofthe ClassA Shares received upon physical settlement. Consequently and subject to the following, no capital gain and no withholdingtax may result from such exercise and delivery of ClassA Shares upon exercise. Withholding tax may in this case only apply to anygain resulting later from the subsequent disposal, redemption or assignment of the ClassA Shares received under certain circ*mstances.

Pleasenote, however, that the German tax authorities have not confirmed the above treatment for the exercise of U.S. warrants, but only forthe exercise of convertible bonds (Wandelschuldverschreibungen, Optionsscheine), wherefore, uncertainty remains regarding itsapplication on the exercise of the Warrants. Therefore, there is a relevant risk that the delivery of ClassA Shares upon exerciseof the Warrants may constitute a taxable event and may attract withholding tax (as regards the latter, in case a German Disbursing Agentis involved as per the above). Generally, capital gains are determined as the difference between (a)theproceeds of the sale or other disposition and (b)the acquisition costs plus the expenses directly connected to the sale or otherdisposition. It is unclear how exactly such capital gain would have to be determined in case of delivery of ClassA Shares uponexercise of the Warrants; possibly, the fair market value of the ClassA Shares at the time of the exercise would be deemed relevant.

In computingany German tax to be withheld, the German Disbursing Agent generally deducts from the basis of the withholding tax, subject to certainlimitations, negative investment income realized by a non-business holder of the Warrants via the German Disbursing Agent (e.g., lossesfrom the sale of other securities with the exception of shares). The German Disbursing Agent also deducts accrued interest on other securities(if any) paid separately upon the acquisition of the respective security by a non-business holder of Warrants via the German DisbursingAgent. In addition, subject to certain requirements and restrictions, the German Disbursing Agent may credit foreign withholding taxeslevied on investment income in a given year regarding securities held by a non-business holder of Warrants in the custodial account withthe German Disbursing Agent.

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Non-businessholders of the Warrants are entitled to an annual saver’s allowance of €1,000 for an individual or €2,000 for a marriedcouple or registered civil union filing taxes jointly for all investment income received in a given year. Upon the non-business holderof the Warrants filing an exemption certificate (Freistellungsauftrag) with the Disbursing Agent, the Disbursing Agent will takethe allowance into account when computing the amount of tax to be withheld.

No withholdingtax will be deducted if the holder of the Warrants has submitted to the Disbursing Agent a certificate of non-assessment (Nichtveranlagungs-Bescheinigung)issued by the competent local tax office. The deduction of expenses related to the investment income (including gains with respect tothe Warrants) is generally not possible for private investors.

German withholdingtax should not apply to gains from the disposal, redemption, repayment or assignment of Warrants held by a German tax resident corporation.The same may apply to sole proprietors or partners of partnerships, where the Warrants form part of a trade or business or are relatedto income from letting and leasing of property, subject to further requirements being met (compare with “— Corporations,Sole Proprietors and Partnerships” below). However, there is a risk that losses resulting from the sale, other dispositionor lapse of the Warrants may be ring-fenced and only offsetable against income from forward transactions (Termingeschäfte)in both of the aforementioned cases. Please note that, for corporations, sole-proprietors or partnerships that or who are not tax residentin Germany, withholding tax may be levied, as set out above (compare with “— Taxation of Holders of Warrants Not Tax Residentin Germany”).

Taxation of Capital Gains

Individualsas the Holders of the Warrants

The personalincome tax liability of a holder of the Warrants holding the Warrants as private assets deriving income from capital investments underthe Warrants is, in principle, settled by the tax withheld (unless for example the income from Warrants qualifies as income from theletting and leasing of property). To the extent withholding tax has not been levied, such as in the case of Warrants kept in custodyabroad or if no German Disbursing Agent is involved in the payment process, the non-business holder of Warrants must report his or herincome and capital gains derived from the Warrants (through disposition or cash settlement, if applicable pursuant to the warrant agreementunderlying the Warrants) on his or her tax return and then will also be taxed at a rate of 25% (plus solidarity surcharge of 5.5% thereon,resulting in an aggregate rate of 26.375%; and church tax, if applicable).

In the eventof delivery of ClassA Shares upon exercise of the Warrants, the tax consequences are not entirely clear under German tax law. Asper the above, there is a relevant risk that the delivery of ClassA Shares upon exercise of the Warrants may constitute a taxableevent and may attract withholding tax (as regards the latter, in case a German Disbursing Agent is involved as per the above). Generally,capital gains are determined as the difference between (a)the proceeds of the sale or other disposition and (b)the acquisitioncosts plus the expenses directly connected to the sale or other disposition. It is unclear how exactly such capital gains would haveto be determined in case of delivery of ClassA Shares upon exercise of the Warrants; possibly, the fair market value of the ClassAShares at the time of the exercise would be deemed relevant. For more detail, cf. above under the general comments.

If the withholdingtax has been calculated on the basis of a Lump Sum Substitute Basis, a non-business holder of the Warrants may and in case the actualgain is higher than 30% of the proceeds must also apply for an assessment on the basis of his or her actual acquisition costs. Further,a non-business holder may request that all investment income of a given year is taxed at his or her lower individual tax rate based uponan assessment to tax with any amounts over withheld being refunded. In each case, the deduction of expenses (other than transaction costs)on an itemized basis is not permitted.

With regardto non-business holders of Warrants, there is a relevant risk that such losses may only be applied against profits from income from capitalinvestments derived in the same or, subject to certain limitations, in subsequent years. For assessment periods beginning after December31,2020, such losses incurred by non-business holders of the Warrants may only be applied against income from other forward/future or optiontransactions derived in the same or, subject to certain limitations, in subsequent years and the deductibility of such losses is limitedto €20.000 per year.

In addition,losses of non-business holders arising from a bad debt loss (Forderungsausfall),a waiver of a receivable (Forderungsverzicht)or a transfer of an impaired receivable to a third party or from any other default can only be offset against other income from capitalinvestments and only up to an amount of €20,000 per year. The same rulesmay apply if the Warrants expire worthless or lapse.

Corporations, Sole Proprietors and Partnerships

Where Warrantsform part of a trade or business, the withholding tax, if any, will not settle the personal or corporate income tax liability. The respectiveholder of Warrants (or the partner of the partnership holding the Warrants) will have to report income and related (business) expensesresulting from the disposition or (if applicable) cash settlement of the Warrants or, potentially, from a delivery of ClassA Shareson the tax return and the balance will be taxed at the holder’s (or the partner of the partnership holding the Warrants) applicabletax rate. Withholding tax levied, if any, will be credited against the personal or corporate income tax of the holder (or the partnerof the partnership holding the Warrants). Capital gains resulting from a disposal, redemption, repayment, assignment, cash settlement(if applicable) or, potentially, from a delivery of ClassA Shares upon exercise of the Warrants may also be subject to German tradetax, if the Warrants form part of a German trade or business. A corporate income tax or trade tax exemption should, in this case, notbe applicable.

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With regardto business holders of Warrants, there is a risk that losses resulting from the sale, other disposition or lapse of the Warrants maygenerally only be applied against profits from other forward/future or option transactions derived in the same or, subject to certainrestrictions, the previous year. Otherwise these losses can be carried forward indefinitely and, within certain limitations, appliedagainst profits from forward/future or option transactions in subsequent years. Further special rulesapply to credit institutions,financial services institutions and finance companies within the meaning of the German Banking Act.

In the caseof physical settlement of the Warrants, please see the above sections on disposal of ClassA Shares for German taxation of the disposalor other transaction involving a resulting ClassA Share.

Solidarity Surcharge

The solidaritysurcharge has been partially abolished or reduced as of the assessment period 2021 for certain German taxpayers. The solidarity surchargecontinues, however, to apply for corporate income tax and capital investment income and, thus, on withholding taxes levied. In case theindividual income tax burden for an individual holder is lower than 25%, the holder can apply for his or her capital investment incomebeing assessed at his or her individual tariff-based income tax rate in which case solidarity surcharge would be refunded.

Inheritance and Gift Tax

The transferof ClassA Shares or Warrants to another person by way of succession or donation is subject to German inheritance and gift tax (Erbschaft-undSchenkungsteuer) if at the time of transfer:

Special regulationsapply to German citizens who maintain neither a residence nor their domicile in Germany but maintain a residence or domicile in a lowtax jurisdiction and to former German citizens, also resulting in inheritance and gift tax. The few tax treaties on inheritance and gifttax that Germany has entered into may limit the German right to inheritance and gift tax to the case described under (i)above and,with certain restrictions, in case of (ii).

Value Added Tax (VAT)

No Germanvalue added tax (Umsatzsteuer) will arise in respect of any acquisition, ownership and/or disposal of the ClassA Sharesor Warrants unless in certain cases where a waiver of an applicable VAT exemption occurs. Any such waiver would require a supply of sharesfrom one person taxable for VAT purposes to the enterprise of another VAT taxable person.

Transfer Taxes

No Germancapital transfer tax (Kapitalverkehrsteuer) or stamp duty (Stempelgebühr) or similar taxes are levied when acquiring,owning or disposing the ClassA Shares or Warrants. Net wealth tax (Vermögensteuer) is currently not levied in Germany.German real estate transfer tax (Grunderwerbsteuer) may only be attracted by the acquisition (including by way of exercise ofWarrants) or sale of ClassA Shares or certain comparable transactions under very specific circ*mstances if Lilium, or a subsidiaryentity to Lilium, own German situs real estate at such time, with “ownership” and “real estate” both having anextended meaning under the German Real Estate Transfer Tax Act (Grunderwerbsteuergesetz).

The European Commission has publisheda proposal for a directive for a common financial transactions tax (“FTT”) in certain participating member states of theEuropean Union, including Germany. The proposed FTT has a very broad scope and could, if introduced in the form of the proposal, applyto certain dealings in the ClassA Shares (including secondary market transactions) in certain circ*mstances. However, the proposedFTT remains subject to negotiations between the participating member states, and it is currently unclear in what form and when an FTTwould be implemented, if at all. Prospective holders of the ClassA Shares are advised to monitor future developments closely andto seek their own professional advice in relation to the FTT.

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PLAN OF DISTRIBUTION

Weare registering the issuance by us of up to 24,507,947 ClassA Shares issuable upon the exercise of the Warrants.

Weare also registering the possible resale from time to time by the selling securityholders of, as applicable, (a)up to 49,015,894ClassA Shares (including 24,507,947 ClassA Shares issuable upon exercise of the Warrants) and (b)Warrants to purchase24,507,947 ClassA Shares. We are also registering any additional securities that may become issuable by reason of share splits,share dividends or other similar transactions. All of the ClassA Shares and Warrants offered by the selling securityholders pursuantto this prospectus will be sold by the respective selling securityholder for its account. We will not receive any proceeds from the saleof the ClassA Shares (including the ClassA Shares issuable upon exercise of the Warrants) or the Warrants by the sellingsecurityholders or the issuance of ClassA Shares by us pursuant to this prospectus, except with respect to amounts received byus upon exercise of the Warrants. See “Use of Proceeds.”

The selling securityholderswill pay any underwriting discounts and commissions and expenses incurred by the selling securityholders for brokerage, accounting, taxor legal services or any other expenses incurred by the selling securityholders in disposing of the securities. We will bear all othercosts, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation,all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.

The securities beneficiallyowned by the selling securityholders covered by this prospectus may be offered and sold from time to time by the selling securityholders.The term “selling securityholders” includes donees, pledgees, transferees or other successors in interest selling securitiesreceived after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer.The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailingor at prices related to our then current market price or in negotiated transactions. The selling securityholders reserve the right toaccept and, together with their respective agents, to reject, any proposed purchase of securities to be made directly or through agents.The selling securityholders and any of their permitted transferees may sell their securities offered by this prospectus on any stockexchange, market or trading facility on which the securities are traded or in private transactions. If underwriters are used in the sale,such underwriters will acquire the shares for their own account. These sales may be at a fixed price or varying prices, which may bechanged, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices.The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters withouta syndicate. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters willbe obligated to purchase all the securities offered if any of the securities are purchased.

Subject to the limitationsset forth in the Securities Purchase Agreements between the Company and the selling securityholders, the selling securityholders mayuse any one or more of the following methods when selling the securities offered by this prospectus:

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In addition, the sellingsecurityholders may elect to make a pro rata in-kind distribution of securities to their respective members, partners or shareholderspursuant to the registration statement of which this prospectus is a part by delivering a prospectus or prospectus supplement with aplan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distributionthrough a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), wemay file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

There can be no assurancethat the selling securityholders will sell all or any of the securities offered by this prospectus. In addition, the selling securityholdersmay also sell securities under Rule144 under the Securities Act, if available, or in other transactions exempt from registration,rather than under this prospectus. The selling securityholders have the sole and absolute discretion not to accept any purchase offeror make any sale of securities if it deems the purchase price to be unsatisfactory at any particular time.

The selling securityholdersalso may transfer the securities in other circ*mstances, in which case the transferees, pledgees or other successors-in-interest willbe the selling beneficial owners for purposes of this prospectus. Upon being notified by a selling securityholder that a donee, pledgee,transferee or other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplementto this prospectus to name specifically such person as a selling securityholder.

With respect to a particularoffering of the securities held by a selling securityholder, to the extent required, an accompanying prospectus supplement or, if appropriate,a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will set forth the followinginformation:

In connection with distributionsof the securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financialinstitutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securitiesin the course of hedging the positions they assume with the selling securityholders. The selling securityholders may also sell the securitiesshort and redeliver the securities to close out such short positions. The selling securityholders may also enter into option or othertransactions with broker-dealers or other financial institutions that require the delivery to such broker-dealer or other financial institutionof securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to thisprospectus (as supplemented or amended to reflect such transaction). The selling securityholders may also pledge securities to a broker-dealeror other financial institution, and, upon a default, such broker-dealer or other financial institution may effect sales of the pledgedsecurities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

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In order to facilitate theoffering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage intransactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters or agents, as thecase may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition,to cover overallotments or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for, andpurchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwritingsyndicate may reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such securities in the offeringif the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactionsor otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Theunderwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at anytime.

The selling securityholdersmay solicit offers to purchase the securities directly from, and it may sell such securities directly to, institutional investors orothers. In this case, no underwriters or agents would be involved. The terms of any of those sales, including the terms of any biddingor auction process, if utilized, will be described in the applicable prospectus supplement.

It is possible that oneor more underwriters may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue anymarket making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities.

The selling securityholdersmay authorize underwriters, broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the publicoffering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on aspecified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and theprospectus supplement will set forth any commissions we or the selling securityholders pay for solicitation of these contracts.

The selling securityholdersmay enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privatelynegotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties maysell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, thethird party may use securities pledged by any selling securityholder or borrowed from any selling securityholder or others to settlethose sales or to close out any related open borrowings of stock and may use securities received from the selling securityholder in settlementof those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriterand will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, the selling securityholdersmay otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short usingthis prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securitiesor in connection with a concurrent offering of other securities.

In effecting sales, broker-dealersor agents engaged by the selling securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receivecommissions, discounts or concessions from the selling securityholders in amounts to be negotiated immediately prior to the sale.

To our knowledge, thereare currently no plans, arrangements or understandings between any selling securityholder and any broker-dealer or agent regarding thesale of the securities by a selling securityholder. Upon our notification by the selling securityholders that any material arrangementhas been entered into with an underwriter or broker-dealer for the sale of securities through a block trade, special offering, exchangedistribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable law orregulation, a supplement to this prospectus pursuant to Rule424(b)under the Securities Act disclosing certain material informationrelating to such underwriter or broker-dealer and such offering.

In compliance with the guidelinesof the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other itemsconstituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the grossproceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.

If at the time of any offeringmade under this prospectus a member of FINRA participating in the offering has a “conflict of interest” as defined in FINRARule5121 (“Rule5121”), that offering will be conducted in accordance with the relevant provisions of Rule5121.

Pursuant to the SecuritiesPurchase Agreements, we have agreed to indemnify the applicable selling securityholder against certain liabilities, including certainliabilities under the Securities Act, the Exchange Act or other federal or state law.

We have agreed pursuantto the Securities Purchase Agreements to use commercially reasonable efforts to keep the registration statement of which this prospectusconstitutes a part effective with respect to the applicable selling securityholder until the earlier of the following: (i)suchselling securityholder ceases to hold any securities covered by this prospectus and (ii)the date all securities covered by thisprospectus held by such selling securityholder may be sold without restriction under Rule144, including without limitation, anyvolume and manner of sale restrictions that may be applicable to affiliates under Rule144 and without the requirement for us tobe in compliance with the current public information required under Rule144(c)(1)(or Rule144(i)(2), if applicable).

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EXPENSES RELATED TO THEOFFERING

Set forth below is an itemizationof the total expenses that are expected to be incurred by us in connection with the securities being registered hereby and the offerand sale of the ClassA Shares (including the ClassA Shares issuable upon exercise of the Warrants) and the Warrants by theselling securityholders. With the exception of the SEC registration fee, all amounts are estimates.

LEGAL MATTERS

The validity of the ClassAShares (including the ClassA Shares issuable upon exercise of the Warrants) and the Warrants being offered by this prospectus hasbeen passed upon for us by Freshfields Bruckhaus Deringer LLP.

EXPERTS

The financial statementsincorporated in this prospectus by reference to the AnnualReport on Form20-F for the year ended December31, 2023 have been so incorporated in reliance on the report (which containsan explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financialstatements) of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm, givenon the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers GmbHWirtschaftsprüfungsgesellschaft is a member of the Chamber of Public Accountants (Wirtschaftsprüferkammer), Berlin,Germany. The current address of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft is Bernhard-Wicki-Straße 8, 80636Munich, Germany.

WHERE YOU CAN FIND MOREINFORMATION

We have filed with the SECa registration statement (including exhibits to the registration statement) on FormF-3 under the Securities Act. This prospectus,which is part of the registration statement, does not contain all of the information set forth in the registration statement and theexhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibitsand schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement,we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibitis qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act that are applicableto foreign private issuers. Accordingly, we are required to file or furnish reports and other information with the SEC, including annualreports on Form20-F and reports on Form6-K. The SEC maintains an Internet website that contains reports and other informationregarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’swebsite at http://www.sec.gov. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rulesprescribingthe furnishing and content of proxy statements, and our executive officers, directors and principal and selling shareholders are exemptfrom the reporting and short-swing profit recovery provisions contained in Section16 of the Exchange Act. In addition, we willnot be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly asU.S. companies whose securities are registered under the Exchange Act. We maintain a corporate website at www.lilium.com. Informationcontained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our websiteaddress in this prospectus solely for informational purposes.

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DOCUMENTS INCORPORATEDBY REFERENCE

The SEC allows us to “incorporateby reference” the information we file with or furnish to them. This means that we can disclose important information to you byreferring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporationby reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof orthat the information contained therein is current as of any time subsequent to its date. The information incorporated by reference isconsidered to be a part of this prospectus and should be read with the same care. When we update the information contained in documentsthat have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectusis considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between informationcontained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information containedin the document that was filed later.

We incorporate by referencethe documents listed below and any documents filed with the SEC in the future under Sections 13(a), 13(c)and 15(d)of theExchange Act until the offerings made under this prospectus are completed:

We will provide without chargeto each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copyof any or all documents referred to above that have been or may be incorporated by reference into this prospectus other than exhibitsthat are not specifically incorporated by reference into those documents. You can request those documents from:

Roger Franks
c/o Lilium Aviation Inc.
2385 N.W. Executive Center Drive, Suite300
Boca Raton, Florida 33431
Telephone: 561-526-8460

We have not authorized andthe selling securityholders have not authorized any other person to provide you with any information other than the information containedin this prospectus and the documents incorporated by reference herein. We do not and the selling securityholders do not take responsibilityfor, or provide any assurance as to the reliability of, any different or additional information. We are not and the selling securityholdersare not making an offer to sell any securities in any jurisdiction where the offer or sale is not permitted. You should assume the informationappearing in this prospectus and the documents incorporated by reference herein are accurate only as of their respective dates. Our business,financial condition, results of operations and prospects may have changed since those dates.

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PARTII

Information Not Required in Prospectus

Item 8. Indemnification of Directors and Officers

Under Dutch law, directorsof a Dutch public company may be held jointly and severally liable to the Company for damages in the event of improper or negligent performanceof their duties. They may be held liable for damages to the Company and to third parties for infringement of certain provisions of Dutchlaw or the articles of association. In addition, directors may be held liable to third parties for any actions that may give rise toa tort. This applies equally to our non-executive directors and executive directors. In certain circ*mstances, they may also incur otherspecific civil and criminal liabilities.

Pursuant to our articlesof association and unless Dutch law provides otherwise, the Company shall indemnify and hold harmless each executive director and non-executivedirector, both former directors and directors currently in office, each person who is or was serving as an officer, each person who isor was serving as a proxy holder and each person who is or was a member of the board or supervisory board or officer of other companiesor corporations, partnerships, joint ventures, trusts or other enterprises by virtue of their functional responsibilities with the Companyor any of its Subsidiaries (each of them, an “Indemnified Person”) against any and all liabilities, claims, judgments, finesand penalties (the “Claims”) incurred by the Indemnified Person as a result of any threatened, pending or completed action,investigation or other proceeding, whether civil, criminal or administrative (each, a “Legal Action”), brought by any partyother than the Company itself or any subsidiaries within the meaning of Section2:24a of the Dutch Civil Code (“Subsidiaries”),in relation to acts or omissions in or related to their capacity as an Indemnified Person.

Claims will include derivativeactions brought on behalf of the Company or any Subsidiaries against the Indemnified Person and Claims by the Company (or any Subsidiaries)itself for reimbursem*nt for Claims by third parties on the ground that the Indemnified Person was jointly liable toward that third partyin addition to the Company.

The Indemnified Person willnot be indemnified with respect to Claims insofar as they relate to the gaining in fact of personal profits, advantages or compensationto which the Indemnified Person was not legally entitled or if the Indemnified Person shall have been adjudged to be liable for willfulmisconduct (opzet) or intentional recklessness (bewuste roekeloosheid).

Any expenses (includingreasonable attorneys’ fees and litigation costs) (collectively, “Expenses”) incurred by the Indemnified Person in connectionwith any Legal Action shall be settled or reimbursed by the Company but only upon receipt of a written undertaking by that IndemnifiedPerson that they shall repay such Expenses if a competent court in an irrevocable judgment has determined that they are not entitledto be indemnified. Expenses shall be deemed to include any tax liability that the Indemnified Person may be subject to as a result oftheir indemnification.

In the case of a Legal Actionagainst the Indemnified Person by the Company itself or any Subsidiary(s), the Company will settle or reimburse to the Indemnified Persontheir reasonable attorneys’ fees and litigation costs but only upon receipt of a written undertaking by that Indemnified Personthat they shall repay such fees and costs if a competent court in an irrevocable judgment has resolved the Legal Action in favor of theCompany or the relevant Subsidiary(s)rather than the Indemnified Person.

Expenses incurred by theIndemnified Person in connection with any Legal Action will also be settled or reimbursed by the Company in advance of the final dispositionof such action but only upon receipt of a written undertaking by that Indemnified Person that they shall repay such Expenses if a competentcourt in an irrevocable judgment has determined that they are not entitled to be indemnified. Such Expenses incurred by Indemnified Personsmay be so advanced upon such terms and conditions as the Board decides.

We have entered into indemnificationagreements with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the SecuritiesAct may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed thatin the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

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Item 9. Exhibits

The following exhibits areincluded or incorporated by reference in this registration statement on FormF-3:

ExhibitIndex

* Filed herewith.

All schedules have beenomitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements or notesthereto.

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Item 10. Undertakings

(a)The undersigned Registrant hereby undertakes:

(1)To file, duringany period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to includeany prospectus required by Section10(a)(3)of the Securities Act;

(ii)to reflectin the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the SEC pursuant to Rule424(b)if, in the aggregate, the changes involume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement; and

(iii)toinclude any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement;

provided,however, that paragraphs (i), (ii)and (iii)do not apply if the information required to be included in a post-effectiveamendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section13or Section15(d)of the Exchange Act that are incorporated by reference in the registration statement, or is contained in aform of prospectus filed pursuant to Rule424(b)that is part of the registration statement.

(2)That,for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectusshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

(3)To removefrom registration by means of a post-effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

(4)To filea post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form20-F atthe start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section10(a)(3)ofthe Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effectiveamendment, financial statements required pursuant to this paragraph (a)(4)and other information necessary to ensure that all otherinformation in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effectiveamendment need not be filed to include financial statements and information required by Section10(a)(3)of the SecuritiesAct or Item 8.A of Form20-F if such financial statements and information are contained in periodic reports filed with or furnishedto the SEC by the Registrant pursuant to section 13 or section 15(d)of the Exchange Act that are incorporated by reference in theregistration statement.

(5)That,for the purpose of determining liability under the Securities Act to any purchaser:

(i)Eachprospectus filed by the Registrant pursuant to Rule424(b)(3)shall be deemed to be part of the registration statement as ofthe date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Eachprospectus required to be filed pursuant to Rule424(b)(2), (b)(5)or (b)(7)as part of a registration statement in relianceon Rule430B relating to an offering made pursuant to Rule415(a)(1)(i), (vii)or (x)for the purpose of providingthe information required by Section10(a)of the Securities Act shall be deemed to be part of and included in the registrationstatement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract ofsale of securities in the offering described in the prospectus. As provided in Rule430B, for liability purposes of the issuer andany person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relatingto the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registrationstatement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenceinto the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contractof sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus thatwas part of the registration statement or made in any such document immediately prior to such effective date.

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(b)The undersignedRegistrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’sannual report pursuant to Section13(a)or 15(d)of the Exchange Act (and, where applicable, each filing of an employeebenefit plan’s annual report pursuant to Section15(d)of the Exchange Act) that is incorporated by reference in theregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuantto the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is againstpublic policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification againstsuch liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling personof the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling personin connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settledby controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is againstpublic policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)The undersignedRegistrant hereby undertakes that (1)for purposes of determining any liability under the Securities Act, the information omittedfrom the form of prospectus filed as part of this registration statement in reliance upon Rule430A and contained in a form of prospectusfiled by the Registrant pursuant to Rule424(b)(1)or (4)or 497(h)under the Securities Act shall be deemedto be part of this registration statement as of the time it was declared effective, and (2)for the purpose of determining any liabilityunder the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.

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SIGNATURES

Pursuant to the requirementsof the Securities Actof1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meetsall of the requirements for filing on FormF-3 and has duly caused this registration statement to be signed on its behalf by theundersigned, thereunto duly authorized, in the city of Gauting, Germany on the 14^th dayof June, 2024.

Power of Attorney

KNOW ALL PERSONS BY THESEPRESENTS, that each person whose signature appears below does hereby constitute and appoint Klaus Roewe, Johan Malmqvist, Daniel Wiegandand Roger Franks, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitutionand re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments(including post-effective amendments) to this registration statement, and any subsequent registration statement filed by the registrantpursuant to Rule462(b)of the Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibitsthereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them,full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith andabout the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming allthat said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause tobe done by virtue hereof.

Pursuant to the requirementsof the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities andon the dates indicated.

AUTHORIZEDREPRESENTATIVE

Pursuant to the requirementsof the Securities Act of 1933, as amended, the undersigned, the duly authorized undersigned representative in the United States of LiliumN.V., has signed this registration statement on the 14^th day of June, 2024.

Exhibit 5.1

14 June2024

Dear Sirs, Madams,

Lilium N.V.

Introduction

Freshfields Bruckhaus Deringer LLP is a limited liability partnershipregistered in England and Wales with registered number OC334789. It is authorised and regulated by the Solicitors Regulation Authority.Dutch Chambers of Commerce registration number 34368197. For regulatory information please refer to www.freshfields.com/support/legalnotice.

A list of the members (and of the non-members who are designated aspartners) of Freshfields Bruckhaus Deringer LLP and their qualifications is available for inspection at its registered office, 65 FleetStreet, London EC4Y 1HS or at the above address. Any reference to a partner means a member, or a consultant or employee with equivalentstanding and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities. Freshfields BruckhausDeringer LLP’s Amsterdam office includes attorneys, civil law notaries, tax advisers and solicitors.

Bank account:
Stg Beh Derdengld Freshfields Bruckhaus Deringer LLP, ABN AMRO Bank N.V.,IBAN: NL14ABNA0256049947, BIC: ABNANL2A

Abu Dhabi Amsterdam Bahrain Beijing Berlin Brussels Cologne DubaiDüsseldorf Frankfurt am Main Hamburg Hanoi Ho Chi Minh City Hong Kong London Madrid Milan Munich New York Paris Rome Shanghai SiliconValley Singapore Tokyo Vienna Washington

2/10

Words and expressionsdefined in paragraph 2 below shall, unless the context otherwise requires, bear the same respective meaning when used in this opinion.

Documentsreviewed

3/10

4/10

The documents referred to above in items(a)to (k)(inclusive) are herein referred to as the Documents; the documents referred to above in items (b)to(i)(inclusive) are herein referred to as the Corporate Documents; the documents referred to above in item (i)areherein referred to as the Resolutions; the documents referred to above in item (k)are herein referred to as the OpinionDocuments.

Nature of Opinionand Observations

5/10

6/10

Opinion

Benefit of opinion

Yours faithfully,

Freshfields BruckhausDeringer LLP

¹The general terms and conditions of Freshfields Bruckhaus Deringer LLP can be found at www.freshfields.com.

7/10

Schedule1
ASSUMPTIONS

In considering the Documents and in renderingthis opinion we have (with your consent and, unless specifically stated otherwise, without any further enquiry) assumed that:

8/10

9/10

10/10

Schedule2
QUALIFICATIONS

Our opinion issubject to the following qualifications:

Exhibit 5.2

Lilium N.V. Galileostraße 335 82131 Gauting, Germany

New York 3 World Trade Center 175 Greenwich Street, 51st Floor New York, NY 10007 T +1 (212) 277-4000 www.freshfields.com

June14, 2024

Ladies and Gentlemen:

We are acting as United States counsel to LiliumN.V., a Dutch public limited liability company (the Company), in connection with the registration statement on FormF-3filed with the U.S. Securities and Exchange Commission (theCommission) on June14, 2024 (as it may be amendedand supplemented after the initial filing date, theRegistration Statement, which term does not include any otherdocument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to theregistration under the U.S. Securities Act of 1933, as amended (theSecurities Act), of (i)(a)24,507,947ClassA Shares, nominal value €0.01 per share (the ClassA Shares and, the registered ClassA Shares,the Shares) and (b)warrants to purchase 24,507,947 ClassA Shares (the Warrants), in each case,sold by the Company pursuant to the securities purchase agreements dated May23, 2024 by and among the Company and the investorsnamed therein (the Securities Purchase Agreements) and (ii)24,507,947 ClassA Shares that may be issued uponthe exercise of the Warrants.

The opinion expressed herein is confined to thelaw of the State of New York, as currently in effect. Accordingly, we express no opinion herein with regard to any other laws. The opinionexpressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly statedherein. We do not undertake to advise you of changes in law or facts that may come to our attention after the date of this letter.

Insofar as the opinion expressed herein relatesto or is dependent upon matters governed by the law of The Netherlands, we have relied upon the opinion dated on or about the date hereofof Freshfields Bruckhaus DeringerLLP, which opinion is being filed as an exhibit to the Registration Statement.

In rendering the opinion expressed below, wehave examined the following documents and agreements:

In addition, we have examined and have reliedas to matters of fact upon such corporate and other records, agreements, documents and other instruments and certificates or comparabledocuments of public officials and of officers and representatives of the Company and such other persons, and we have made such otherinvestigations, as we have deemed relevant and necessary as a basis for the opinion expressed below.

Freshfields BruckhausDeringer is an international legal practice operating through Freshfields Bruckhaus Deringer US LLP, Freshfields Bruckhaus Deringer LLP,Freshfields Bruckhaus Deringer (a partnership registered in Hong Kong), Freshfields Bruckhaus Deringer Law office, Freshfields BruckhausDeringer Foreign Law Office, Studio Legale associato a Freshfields Bruckhaus Deringer, Freshfields Bruckhaus Deringer RechtsanwälteSteuerberater PartG mbB, Freshfields Bruckhaus Deringer Rechtsanwälte PartG mbB and other associated entities and undertakings.For further regulatory information please refer towww.freshfields.com/support/legal-notice.

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In our examination, we have assumed the genuinenessof all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformitywith authentic originals of all documents submitted to us as copies. As to any facts material to the opinion expressed herein that wedid not independently establish or verify, we have relied, without independent verification, upon the representations and warrantiescontained in the Securities Purchase Agreements, and oral or written statements and representations of public officials, officers andother representatives of the Company. We have also assumed that the Warrant Documents have been duly authorized, executed and deliveredby the parties thereto.

Based upon the foregoing, and subject to thelimitations, qualifications and assumptions set forth herein, we are of the opinion that, assuming that (i)theWarrants have been duly authorized by the Company, and (ii)the Warrant Agreement has been duly authorized, executed and deliveredby the Company and constitutes a valid and legally binding obligation of Continental, the Warrant Agreement and the Warrants constitutevalid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinion above is subject to (i)(a)theeffects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to oraffecting the rights of creditors generally, (b)the possible judicial application of foreign laws or governmental action affectingthe rights of creditors generally and (c)the application of general principles of equity (regardless of whether considered in aproceeding in equity or at law), including without limitation (1)the possible unavailability of specific performance, injunctiverelief or any other equitable remedy and (2)concepts of materiality, reasonableness, good faith and fair dealing, and (ii)limitationson the right to indemnity and contribution under applicable law and public policy.

In addition, we express no opinion as to (i)thevalidity, legally binding effect or enforceability of (a)any waiver of immunity, (b)any waiver of a right to trial by jury,(c)any waiver of inconvenient forum set forth in the Warrant Documents and the Warrants or (d)any provisions relating topartial unenforceability contained in the Warrant Documents or (ii)(a)whether a federal or state court outside New York wouldgive effect to any choice of law provided for in the Warrant Documents and the Warrants or (b)any provisions of the Warrant Documentsand the Warrants that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicateany controversy related to the Warrant Documents and the Warrants or the transactions contemplated thereby.

The opinion expressed in this letter is solelyfor your benefit and the benefit of persons entitled to rely thereon pursuant to applicable provisions of the Securities Act and therulesand regulations of the Commission promulgated thereunder, in connection with the Registration Statement, and may not be reliedupon in any manner or used for any purpose by any other person or entity.

We hereby consent to the filing of this opinionletter with the Commission as Exhibit5.2 to the Registration Statement and further consent to the reference to our name under thecaption “Legal Matters” in the prospectus which is a part of the Registration Statement. In giving this consent, we do nothereby admit that we are in the category of persons whose consent is required under Section7 of the Securities Act.

Very truly yours,

/s/ Freshfields Bruckhaus Deringer US LLP

Exhibit8.1

Lilium N.V. Galileostraße 335 82131 Gauting Germany

Washington, DC 700 13th Street, NW, 10th Floor Washington, DC 20005 Claude Stansbury T +1 (202) 777-4500 freshfields.us

June14, 2024

Ladies and Gentlemen:

We have acted as special U.S. federal income taxcounsel to Lilium N.V., a Dutch public limited liability company (the “Company,” “you,” “your” orsimilar terms), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”)of a registration statement on FormF-3, under the Securities Act of 1933, as amended (the “Securities Act”), relatingto the offer and sale from time to time by the selling securityholders named therein of (i)up to 24,507,947 shares of the Company’sclass A ordinary shares, nominal value €0.01 per share (“ClassA Shares”), (ii)warrants to purchase up to24,507,947 ClassA Shares (the “Warrants”) and (iii)up to 24,507,947 ClassA Shares that may be issued uponthe exercise of the Warrants. The registration statement on FormF-3, filed on June14, 2024, together with all exhibits theretois herein called the “Registration Statement.” You have requested our opinion concerning the statements in the RegistrationStatement under the heading “Taxation – Material U.S. Federal Income Tax Considerations for U.S. Holders.”

In rendering our opinion, we have reviewed theRegistration Statement and the Company’s audited financial statements as of December31, 2023 and 2022 and for each of thethree years in the period ended December31, 2023, including the accompanying notes, incorporated by reference into the RegistrationStatement and participated in discussions with officers and representatives of the Company and representatives of the independent registeredpublic accounting firm for the Company, at which discussions the contents of these documents were discussed.

In addition, we have examined and relied as tomatters of fact upon the Registration Statement and such corporate and other records, agreements, documents and other instruments andcertificates or comparable documents of public officials and of officers and representatives of the Company and such other persons, andwe have made such other investigations, as we have deemed relevant and necessary in order to enable us to render this opinion. Our opinionis conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in the Registration Statement andsuch other documents.

Freshfields BruckhausDeringer is an international legal practice operating through Freshfields Bruckhaus Deringer US LLP, Freshfields Bruckhaus Deringer LLP,Freshfields Bruckhaus Deringer (a partnership registered in Hong Kong), Freshfields Bruckhaus Deringer Law office, Freshfields BruckhausDeringer Foreign Law Office, Studio Legale associato a Freshfields Bruckhaus Deringer, Freshfields Bruckhaus Deringer RechtsanwälteSteuerberater PartG mbB, Freshfields Bruckhaus Deringer Rechtsanwälte PartG mbB and other associated entities and undertakings.For further regulatory information please refer towww.freshfields.com/support/legal-notice.

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In rendering the opinion set forth below, we haveassumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us asoriginals and the conformity with authentic originals of all documents submitted to us as copies. As to any facts material to the opinionsexpressed herein that we did not independently establish or verify, we have relied, without independent verification, upon oral or writtenstatements and representations of public officials, officers and other representatives of the Company. We have also assumed that the RegistrationStatement will be declared effective by order of the Commission and will remain effective at the time the ClassA Shares and/or Warrantsare sold. The purpose of our engagement was not to establish or confirm factual matters set forth in the Registration Statement and wehave not undertaken any obligation to verify independently any of the factual matters set forth in those documents. Moreover, many ofthe determinations required to be made in the preparation of such documents involve judgments that are primarily of a non-legal nature.Any inaccuracy in any of the aforementioned assumptions could adversely affect our opinion.

Our opinion is based on existing provisions ofthe U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations promulgated thereunder, administrative and judicial decisions,and rulings and other pronouncements of the Internal Revenue Service as in effect on the date of this opinion, all of which are subjectto change (possibly with retroactive effect) or reinterpretation. No assurances can be given that a change in the law on which our opinionis based or the interpretation thereof will not occur or that such change will not affect the opinion expressed herein. We undertake noresponsibility to advise of any such developments in the law.

Based upon our examination and subject to thequalifications set forth in this letter, and subject to the qualifications, exceptions, assumptions and limitations set forth in the RegistrationStatement, we are of the opinion that the statements set forth in the Registration Statement under the heading “Taxation –Material U.S. Federal Income Tax Considerations for U.S. Holders,” insofar as such statements constitute descriptions of or conclusionswith respect to United States federal income tax law, are correct in all material respects. Notwithstanding the foregoing, we do not expressany opinion herein with respect to the Company’s status as a passive foreign investment company (“PFIC”) for UnitedStates federal income tax purposes for any taxable year, for the reasons stated in the discussion on PFICs set forth in the RegistrationStatement under the heading “Taxation – Material U.S. Federal Income Tax Considerations for U.S. Holders – Passive ForeignInvestment Company Rules.”

Our opinion is limited to the federal income taxlaw of the United States and to the issues specifically addressed in this letter. We express no opinion on any other laws, we intimateno view on any other matter that may be relevant to your interests and we do not undertake to advise you of changes in law or fact thatmay come to our attention after the date of this letter. This letter speaks only as of its date, and we assume no obligation to adviseyou or any other person of any change in law or fact that occurs after the date of this opinion letter, even though such change may affectthe legal analysis or legal conclusion expressed in this letter. We also caution you that our opinions depend upon the facts, assumptionsand representations to which this letter refers, and our conclusions could differ if those facts and assumptions were found to be different.Should the United States Internal Revenue Service take a position inconsistent with our conclusions, there can be no assurance that itwill not prevail.

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This letter is furnished by us to you solely inconnection with the Registration Statement. The opinion expressed in this letter is solely for your benefit and the benefit of personsentitled to rely thereon pursuant to applicable provisions of the Securities Act and the rulesand regulations of the Commissionpromulgated thereunder, and may not be used, quoted, relied upon in any manner or otherwise referred to for any other purpose by any otherperson or entity.

We hereby consent to the filing of this opinionwith the Commission as Exhibit8.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are inthe category of persons whose consent is required under Section7 of the Securities Act, or the rulesand regulations of theCommission.

Sincerely,

/s/ Freshfields Bruckhaus Deringer US LLP

Exhibit8.2

14 June2024

Dear Sirs, Madams,

Netherlands tax opinion

We have acted as special counsel on certain mattersof Dutch tax law to Lilium N.V. (the Company) in connection with the registration statement on FormF-3 filed withthe United States Securities and Exchange Commission (SEC) on 14 June2024 for the registration of (i)up to49,015,894 ClassA ordinary shares of the Company, nominal value €0.01 per share (the ClassA Shares), whichconsists of up to (a)24,507,947 ClassA Shares and (b)24,507,947 ClassA Shares issuable upon exercise of warrants,and (ii)warrants to purchase up to 24,507,947 ClassA Shares (the Warrants), as described in the RegistrationStatement (as defined below).

This opinion letter is delivered to you pursuantto your request.

In rendering this opinion, we have examined ascanned copy of the registration statement on FormF-3 under the Securities Act, as filed with the SEC on 14 June2024 (theRegistration Statement).

This opinion letter is strictly limited to thematters expressly stated in it and may not be read as an opinion on the legal validity and/or the binding nature under Dutch law of theRegistration Statement or any matter not specifically referred to in this opinion. We have assumed that all the facts, representationsor warranties contained in the Registration Statement are correct. Consequently, we did not examine the correctness of any of these andwe do not express an opinion in that respect. We have also assumed that the Company is, and will remain, solely resident in Germany forpurposes of the 2012 Convention between the Federal Republic of Germany and the Kingdom of the Netherlands for the avoidance of doubletaxation and the prevention of fiscal evasion with respect to taxes on income.

Freshfields BruckhausDeringer LLP is a limited liability partnership registered in England and Wales with registered number OC334789. It is authorised andregulated by the Solicitors Regulation Authority (SRA no. 484861). Dutch Chambers of Commerce registration number 34368197. For furtherregulatory information please refer to www.freshfields.com/support/legal-notice.

A list of the members(and of the non-members who are designated as ‘partners’) of Freshfields Bruckhaus Deringer LLP is available for inspectionat its registered office, 100 Bishopsgate, London EC2P 2SR and at Strawinskylaan 10, 1077 XZ Amsterdam. Any reference to a partner meansa member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any associatedfirms or entities. Freshfields Bruckhaus Deringer LLP’s Amsterdam office includes attorneys, civil law notaries, solicitors andlawyers qualified under the laws of, and registered in, other jurisdictions.

Bank Account:
Stg Beh Derdengld Freshfields Bruckhaus Deringer LLP, ABN AMRO Bank N.V.,IBAN: NL14ABNA0256049947, BIC: ABNANL2A

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Thisopinion is furthermore limited to laws, treaties and regulatory interpretations in effect in the Netherlands on the date of this opinionand as they are generally construed and applied according to the current published case law of the Dutch courts, authorities and administrativerulings. These laws, treaties and regulations are subject to change, including changes that could have retroactive effect, as a resultof which the correctness and accuracy of the content of this opinion may be affected. We will nevertheless not update and/or modify thisopinion, not even in case of possible and relevant modifications to the Dutch tax laws, unless you specifically request us to do so inwriting after such a modification should have occurred.

All the (English) legal concepts and terms usedin this opinion are moreover deemed to refer to Dutch legal concepts and should therefore be interpreted following the correspondingDutch tax concepts.

All references in this opinion lettertothe Netherlands and Dutch law are to the European part of the Kingdom of the Netherlands and its law, respectively, only.

This opinion and any non-contractual obligationsarising out of or in relation to this opinion are governed by Dutch law, and the courts of Amsterdam (the Netherlands) shall have exclusivejurisdiction, to which you and we submit, in relation to all disputes (including claims for set-off and counterclaims) arising out ofor in connection with this opinion, including (without limitation) in connection with (i)the creation, effect or interpretationof, or the legal relationships established by, this opinion; and (ii)any non-contractual obligations arising out of or in relationto this opinion. Every situation concerning the legal relationship between yourself and Freshfields Bruckhaus Deringer LLP, the abovesubmission to jurisdiction included, is governed by the general terms of Freshfields Bruckhaus Deringer LLP.

Based upon and subject to the foregoing and anyfactual matters, documents or events not disclosed to us, the statements contained in the Registration Statement under the heading “MaterialDutch Tax Considerations” constitute our opinion and are a true and accurate summary of the material Dutch tax consequences ofthe acquisition, ownership and disposal of ClassA Shares and the acquisition, ownership, disposal and exercise of Warrants to theholders of ClassA Shares and/or Warrants described therein.

This opinion is addressed to you in relationto and as an exhibit to the Registration Statement and, except with our prior written consent, is not to be transmitted or disclosedto any other person, other than as an exhibit to the Registration Statement and is not to be used or relied upon by you or by any otherperson for any purpose other than in connection with the filing of the Registration Statement.

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We hereby consent to the filing of this legalopinion letter as an exhibit to the Registration Statement. In giving the consent set out in the previous sentence, we do not therebyadmit or imply that we are in the category of persons whose consent is required under Section7 of the Securities Act or any rulesandregulations of the SEC promulgated thereunder.

Yours faithfully

/s/ Freshfields Bruckhaus DeringerLLP

Exhibit8.3

14June2024

German Tax Opinion

Dear Sir or Madam,

We are acting as legal advisor of Lilium N.V.,a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registeredseat in Amsterdam, the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 82165874,having its business address at Galileostraße 335, 82131 Gauting, Germany (the Company), in respect of certain mattersof German tax law in connection with the filing of a FormF-3 registration statement under the Securities Act of 1933, as amended,regarding the offer and sale from time to time by the shareholders of the Company named therein of (a)up to 49,015,894 class A ordinaryshares with a nominal value of EUR0.01 each (the ClassA Shares), which consists of up to (i)24,507,947ClassA Shares and (ii)24,507,947 ClassA Shares issuable upon exercise of warrants and (b)warrants to purchaseup to 24,507,947 ClassA Shares, prepared by the Company and filed with the United States Securities and Exchange Commission (theSEC) on 14June2024 (the Registration Statement).

In this capacity, we have been requested to providea tax opinion regarding the section “Material German Tax Considerations” of the Registration Statement (the Opinion)which we provide below.

We have solely examined a scanned copy of theRegistration Statement, as filed with the SEC on 14June2024.

Freshfields BruckhausDeringer Rechtsanwälte Steuerberater Partnerschaftsgesellschaft mit beschränkter Berufshaftung (Freshfields Bruckhaus DeringerRechtsanwälte Steuerberater PartG mbB) has its seat in Frankfurt am Main and is registered with the partnership register of theAmtsgericht Frankfurt am Main with registered number PR 2677. For further regulatory information please refer to www.freshfields.com/support/legalnotice.

A list of all membersof Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB is available on request. The reference to "partners"means members of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB as well as consultants and employees of FreshfieldsBruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB with equivalent standing and qualifications who are not members of thepartnership.

In considering the documents provided to us andrendering this Opinion we have assumed without further inquiry that:

The undersigned is a member of the bar association(Rechtsanwaltskammer) in Munich, Germany, and licensed as an attorney (Rechtsanwalt) in Germany. This Opinion is, therefore,limited to matters of German law as presently in effect. We have not investigated and do not express or imply any opinion with respectto the laws of any other jurisdiction.

Based upon and subject to the foregoing and theobservations set out below, we are of the opinion that:

The statements set forth in the Registration Statementunder the section with the caption “Material German Tax Considerations”, insofar as such statements purport to constitutea description or summary of the legal issues or legal provisions referred to therein, represent fair descriptions or summaries of suchissues or provisions and are correct in all material respects.

With your approval we have not been responsiblefor investigating or verifying the accuracy of any facts, or statements of foreign law, or the reasonableness of any statements of opinionor intention contained in the documents provided to us, or for verifying that no material facts or provisions have been omitted therefrom.Moreover, we have not conducted any investigation of factual matters for the purposes of this Opinion and our opinion does not purportto express or imply any opinion with regard to such matters. Nothing in this Opinion should be taken as expressing an opinion with respectto the representations and warranties or other factual statements contained in any of the documents referred to above.

All the (English) legal concepts and terms usedin this Opinion are moreover deemed to refer to German legal concepts and should therefore be interpreted following the correspondingGerman tax concepts.

The opinions contained herein are expressionsof professional judgement regarding the legal matters addressed and not guarantees that a court will reach any particular result.

This Opinion speaks as of its date only and wedo not assume any obligation to update this Opinion or to inform you or any other addressee of this Opinion of any changes to any of thefacts or laws or other matters referred to in this Opinion.

This Opinion is rendered to you solely for yourbenefit in connection with the Registration Statement and may not, without our prior written consent, be circulated, disclosed, quoted,otherwise referred to or made available to third parties in any other matter or context whatsoever, save that this letter may be used(i)as required by law or regulation, (ii)if requested by any court or governmental or regulatory authority, or (iii)ifdeemed necessary by the addressee to establish a legal defence.

This Opinion may only be relied upon under theexpress condition that this Opinion and any issues of interpretation arising hereunder are governed by German law and any disputes betweenourselves and the addressees hereof arising in connection with this Opinion will be brought before a German court. The courts of Frankfurtam Main shall have exclusive jurisdiction with respect to any matters of liability arising hereunder.

We hereby consent to the filing of this opinionletter with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit or imply that we are inthe category of persons whose consent is required under Section7 of the Securities Act or any rulesand regulations of theSEC promulgated thereunder.

Exhibit 10.2

ExecutionVersion

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (asamended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of May31,2024, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”),and Continental Stock Transfer& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined havethe meanings ascribed to them in the Warrants (defined below).

WHEREAS, on May23, 2024the Company entered into Securities Purchase Agreements, as may be amended and restated, (collectively, the “ PIPE PurchaseAgreement”) with the investors named therein (the “Investors”), pursuant to which the Investorsagreed to purchase ClassA ordinary shares, having a nominal value of €0.01 per share (“Ordinary Shares A”)of the Company, and in connection therewith the Company will issue and deliver warrants to the Investors, bearing any restrictive legendsas set forth therein (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase oneOrdinary Share A of the Company for $1.50 per share with a minimum of the USD equivalent of the nominal value of EUR0.01 per share(the “Warrant Shares”), subject to adjustment as described in the Warrants;

WHEREAS, on May23, 2024,the Company entered into a Securities Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “PrepaidPurchase Agreement”) with Aceville Pte. Limited pursuant to which the Company will issue and deliver, among other things,a Warrant to purchase 24,233,035 Warrant Shares, subject to adjustments as described in the Warrants;

WHEREAS, the Company desiresthe Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desiresto provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and thingshave been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by oron behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the executionand delivery of this Agreement.

NOW, THEREFORE, in considerationof the mutual agreements herein contained, the parties hereto agree as follows:

1.             Appointmentof Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the WarrantAgent hereby accepts such appointments and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.             Warrants.

2.1           FormofWarrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantiallythe form of ExhibitA hereto, the provisions of which are incorporated herein and shall be signed by, or bear the electronicor facsimile signature of, the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Treasurer or otherofficer of the Company. In the event the person whose electronic or facsimile signature has been placed upon any Warrant shall have ceasedto serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effectas if he or she had not ceased to be such at the date of issuance.

2.2           Effectof Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3           Registration.

2.3.1        WarrantRegister.

(a)             TheWarrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance andtransfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the namesof the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent bythe Company. All of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-EntryWarrant Certificate”) maintained on the books of the Warrant Agent and recorded in the name of the applicable investor (the “Depositary”).

(b)             Ifthe Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the WarrantAgent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is nolonger necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositaryto deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agentto deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).Such Definitive Warrant Certificate shall be in the form annexed hereto as ExhibitA with appropriate insertions, modificationsand omissions, as provided above.

2.3.2        RegisteredHolder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treatthe person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as theabsolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing ona Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

3.             Termsand Exercise of Warrants.

3.1           WarrantPrice. Each Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisionsof such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares A stated therein, at the price of $1.50per whole share, subject to adjustments as provided in the Warrant. The term “Warrant Price” as used in thisAgreement shall mean the price per share at which Ordinary Shares A may be purchased at the time a Warrant is exercised.

3.2           Durationof Warrants. Subject to the provisions of the Warrant, a Warrant may be exercised on any business day commencing from the date uponwhich the Company shall have instructed the Warrant Agent that the Company’s general meeting has resolved to grant the shareholderapproval necessary to authorize Ordinary Shares A sufficient for the full exercise in aggregate of the Warrants (the “ShareholderApproval”) (which instruction the Company shall give promptly following, and in no event later than the next Business Dayafter, the Shareholder Approval) (the “Exercisability Date”), and terminating six (6)years from the dateof such issuance (the “Expiration Date”). Each outstanding Warrant not exercised on or before the ExpirationDate shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease on the ExpirationDate.

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3.3           Exerciseof Warrants.

3.3.1        Payment.Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent if certificated,may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successoras Warrant Agent, in the Borough of Manhattan, City and State of New York, with the notice of exercise form (the “Notice ofExercise”), as set forth in the Warrant, duly executed, with a copy to the Company, and by paying in full the Warrant Pricefor each full Ordinary Share A as to which the Warrant is exercised and any and all applicable taxes due in connection with the exerciseof the Warrant by wire transfer of immediately available funds to the Warrant Agent. The Warrant Agent shall unconditionally hold suchamount for the account and benefit of the Company. Upon request by the Company, the Warrant Agent shall as soon as possible transfer suchamount to a bank account designated by the Company.

3.3.2        Issuanceof Ordinary Shares A on Exercise. Promptly (and in any event within two (2)Trading Days (as defined below)) after the exerciseof any Warrant, the clearance of the funds in payment of the Warrant Price and receipt by the Company of an EU licensed (branch of a)bank a statement (the “Confirmation Statement”) confirming that on the day of receipt of payment of the WarrantPrice the USD amount paid is at least equal to the aggregate nominal value in EUR of all Ordinary Shares A to be issued upon exerciseof the Warrant, the Company (or the Warrant Agent on behalf of the Company) shall issue to the Registered Holder of such Warrant a book-entryposition or certificate, as applicable, for the number of full Ordinary Shares A to which such Registered Holder is entitled, registeredin such name or names as may be directed by such Registered Holder, and if such Warrant shall not have been exercised in full, a new book-entryposition or countersigned Warrant, as applicable, for the number of Ordinary Shares A as to which such Warrant shall not have been exercised.If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintainedby the Depositary or its nominee for each Book Entry Warrant Certificate, as appropriate, evidencing the balance of the Warrants remainingafter such exercise. In no event will the Company be required to “net cash settle” the warrant exercise. In furtherance ofthe foregoing, the Warrant Agent agrees to provide prompt notice to the Company (and in any event on the same day in which the wired fundsare received by the Warrant Agent) of the amount received in USD from a Registered Holder upon exercise of a Warrant and further agreesto not issue any Ordinary Shares A upon exercise of a Warrant until the Company confirms the applicable Confirmation Statement has beenreceived by the Company. For the purposes of this Agreement, “Trading Day” means a day on which the Ordinary Shares A aretraded on the Nasdaq Global Select Market (“Nasdaq”), which, as of the original Warrant issuance date is thenational securities exchange or other trading market on which the Ordinary Shares A are primarily listed and quoted for trading (or anysuccessors to the foregoing), (ii)if the Ordinary Shares A are not traded on Nasdaq but are traded on another Trading Market, aday on which the Ordinary Shares A are traded on such other Trading Market (as defined below) and (iii)if the Ordinary Shares Aare not traded on Nasdaq or any other Trading Market, any Business Day. For the purposes of this Agreement, “Business Day”means any day other than a Saturday, a Sunday or a day on which banks are authorized or required to close in the City of New York, NewYork.

3.3.3        ValidIssuance. All Ordinary Shares A issued upon the proper exercise of a Warrant in conformity with this Agreement, the provisions ofthe Warrant, and the Articles of Association, of the Company, and following receipt by the Company of an EU licensed (branch of a) banka statement confirming that on the day of receipt of payment of the Warrant Price the USD amount paid is at least equal to the aggregatenominal value in EUR of all Ordinary Shares A issued upon exercise of the Warrant, shall be validly issued, fully paid and non-assessable.

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3.3.4        Dateof Issuance. Upon proper exercise of a Warrant, in whole or in part, the Company shall instruct the Warrant Agent, in writing, tomake the necessary entries in the register of shareholders of the Company in respect of the Ordinary Shares A and to issue a certificateif requested by the holder of such Warrant. Each person in whose name any book-entry position in the register of shareholders of the Companyor certificate, as applicable, for Ordinary Shares A is issued shall for all purposes be deemed to have become the holder of record ofsuch Ordinary Shares A on the date on which the Warrant, or book-entry position in the register of shareholders of the Company representingsuch Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in thecase of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of shareholders orshare transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become theholder of such Ordinary Shares A at the close of business on the next succeeding date on which the register of shareholders, share transferbooks or book-entry system are open.

3.4           OptionalRedemption. Pursuant to the provisions of the Warrant, if at any time beginning two (2)years after the issuance date of theWarrant, but before the Expiration Date, the last reported sale price per share of the Ordinary Shares A, as reported by Nasdaq, equalsor exceeds $12.50 per share for at least sixty (60) Trading Days (whether or not consecutive) during a ninety (90) consecutive TradingDay period, then the Company, on at least twenty (20) Trading Days’ prior written notice to the Registered Holder, may redeem theWarrant by paying the Registered Holder one cent ($0.01) per Warrant Share, subject to adjustment as provided in this Warrant and subjectto prior exercise by the Registered Holder. The Warrant shall remain exercisable by the Registered Holder (in whole or in part, in itsentirety or in such increments, at any time and from time to time, as in each case the Registered Holder may in its sole discretion elect)for the duration of the twenty (20) Trading Days’ prior written notice period.

4.             Adjustments.

4.1           StockDividends, Splits, Etc. Subject to the provisions of the Warrant, if the Company declares or pays a dividend on its Ordinary SharesA payable in Ordinary Shares A, or other securities of the Company, then upon exercise of the Warrant, for each Ordinary Shares A acquired,the Registered Holder shall receive, without cost to the Registered Holder, the total number and kind of securities to which the RegisteredHolder would have been entitled had the Registered Holder owned such number of Ordinary Shares A of record as of the record date for thedividend. If the Company subdivides its Ordinary Shares A by reclassification or otherwise into a greater number of shares, the numberof Ordinary Shares A purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.If the Company combines or consolidates its Ordinary Shares A, by reclassification or otherwise, into a lesser number of shares, the numberof Ordinary Shares A purchasable hereunder shall be proportionately decreased and the Warrant Price shall be proportionately increased.Any adjustment made pursuant to the first sentence of this Section4.1 shall become effective immediately after the recorddate for the determination of shareholders entitled to receive such dividend, and any adjustment pursuant to the second and third sentencesof this Section4.1 shall become automatically effective immediately after the effective date of such subdivision, combinationor consolidation.

4.2           Reclassification,Exchange, Combinations or Substitution. Subject to the provisions of the Warrant, in the event of any recapitalization, reclassification,exchange, substitution, combination, reorganization, merger, consolidation, liquidation or similar transaction or other event that resultsin the Ordinary Shares A being converted into or exchanged for securities, cash or property, the Registered Holder shall be entitled toreceive, upon exercise of the Warrant, the number and kind of securities and property that the Registered Holder would have received forsuch number of Ordinary Shares A to which the Registered Holder would have been entitled if the Warrant had been exercised immediatelybefore such event, except in the event of a Fundamental Transaction (as defined below) pursuant to Section4.6.

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4.3           SubsequentEquity Sales. Subject to the provisions of the Warrant, if the Company at any time while the Warrant is outstanding, shall sell, enterinto an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, orotherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary SharesA or Ordinary Share A Equivalents (as defined below), at an effective price per share less than $1.00 (such lower price, the “BaseShare Price” and such issuances each a “Dilutive Issuance”) (it being understood and agreed thatif the holder of the Ordinary Shares A or Ordinary Share A Equivalents so issued shall at any time, whether by operation of purchase priceadjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights pershare which are issued in connection with such issuance, be entitled to receive Ordinary Shares A at an effective price per share thatis less than $1.00, such issuance shall be deemed to have occurred for less than $1.00 on such date of the Dilutive Issuance at such effectiveprice), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Warrant Price shallbe proportionately reduced by the same proportion by which the Base Share Price is less than $1.00 (e.g., if the Base Share Price is $0.80,then the then existing Warrant Price shall be reduced by 20%) provided that the revised Warrant Price shall not be less than theUSD equivalent of the nominal value of the Ordinary Shares A (subject to adjustment for reverse and forward stock splits, recapitalizationsand similar transactions following the original issue date of the Warrant). Notwithstanding the foregoing, no adjustments shall be made,paid or issued under this Section4.3 in respect of an Exempt Issuance (as defined below). The Company shall notify the RegisteredHolder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Ordinary Shares A or Ordinary ShareA Equivalents subject to this Section4.3, indicating therein the applicable issuance price, or applicable reset price, exchangeprice, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposesof clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section4.3, upon the occurrenceof any Dilutive Issuance, the Registered Holder is entitled to receive a number of Warrant Shares based upon the revised Warrant Priceregardless of whether the Registered Holder accurately refers to the revised Warrant Price in the Notice of Exercise. References aboveto $1.00 shall be proportionately adjusted to the extent the Warrant Price of the Warrant is adjusted in accordance with the terms ofSections 4.1 and 4.2 hereof. As used herein, “Exempt Issuance” means the issuance of (i)Ordinary SharesA, options or other securities to employees, officers or directors of the Company or any of its subsidiaries or consultants to the Companyor any of its subsidiaries pursuant to any stock or option plan or other written agreement duly adopted for such purpose by a majorityof the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors establishedfor such purpose for services rendered to the Company or any of its subsidiaries, (ii)Ordinary Shares A upon the exercise or exchangeof or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares A issued and outstanding on thedate of the issuance of the Warrant, provided that such securities have not been amended since the date of the issuance of theWarrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities(other than in connection with stock splits or combinations) or to extend the term of such securities; (iii)securities issued pursuantto acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued infinancing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of thedisinterested directors of the Company, provided that any such issuance shall only be to a Person (or Persons) (as defined below)(or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in abusiness synergistic with the business of the Company; (iv)Ordinary Shares A, options, warrants or convertible securities issuedto banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasingor real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transactionin which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capitalor to a person or an entity whose primary business is investing in securities; (v)Ordinary Shares A, warrants, options or convertiblesecurities issued in connection with the provision of goods or services, partnership or joint ventures in connection with the Company’sbusiness or to suppliers or other persons with whom the Company does business pursuant to transactions approved by a majority of the disinteresteddirectors of the Company but shall not include a transaction in which the Company is issuing Ordinary Shares A or Ordinary Share A Equivalentsprimarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vi)OrdinaryShares A, options, warrants or convertible securities issued in connection with sponsored research, collaboration, technology license,development, investor or public relations, marketing or other similar agreements, or strategic partnerships or joint ventures approvedby a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuingOrdinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primarybusiness is investing in securities; (vii)securities issued pursuant to an equity line of credit or “at the market”registered offering to be established by the Company following the date hereof (including any upsize thereof) so long as such “atthe market” registered offering or upsize thereof is approved by the board of directors of the Company and (viii)OrdinaryShares A, options, warrants or convertible securities issued to any public sector entity, government investors or research institutions.As used herein “Person” means an individual or corporation, partnership, trust, incorporated or unincorporatedassociation, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or otherentity of any kind. As used herein “Ordinary Share A Equivalents” means any securities of the Company whichwould entitle the holder thereof to acquire at any time Ordinary Shares A, including, without limitation, any debt, preferred stock, right,option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles theholder thereof to receive, Ordinary Shares A, and any securities of the Company that when paired with one or more other securities ofthe Company or another entity entitles the holder thereof to receive Ordinary Shares A.

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4.4           SubsequentRights Offerings. Subject to the provisions of the Warrant, in addition to any adjustments pursuant to Sections 4.1, 4.2and 4.3 above, if at any time the Company grants, issues or sells any Ordinary Share A Equivalents or rights to purchase stock,warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares A (the “Purchase Rights”),then the Registered Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rightswhich the Registered Holder could have acquired if the Registered Holder had held the number of Ordinary Shares A acquirable upon completeexercise of the Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is takenfor the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of OrdinaryShares A are to be determined for the grant, issue or sale of such Purchase Rights.

4.5           ProRata Distributions. Subject to the provisions of the Warrant, during such time as the Warrant is outstanding, if the Company shalldeclare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares A, byway of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property oroptions by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)(a “Distribution”), at any time after the issuance of the Warrant, then, in each such case, the Registered Holdershall be entitled to participate in such Distribution to the same extent that the Registered Holder would have participated therein ifthe Registered Holder had held the number of Warrant Shares acquirable upon complete exercise of the Warrant (without regard to any limitationson exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of Ordinary Shares A are to be determined for the participation in such Distribution. To the extentthat the Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shallbe held in abeyance for the benefit of the Registered Holder until the Registered Holder has exercised the Warrant.

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4.6           FundamentalTransaction. Subject to the provisions of the Warrant, if, at any time while the Warrant is outstanding, (i)the Company, directlyor indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii)theCompany, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantiallyall of its assets in one or a series of related transactions, (iii)any direct or indirect purchase offer, tender offer or exchangeoffer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares A are permitted to sell, tenderor exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstandingOrdinary Shares A, (iv)the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganizationor recapitalization of the Ordinary Shares A or any compulsory share exchange pursuant to which the Ordinary Shares A are effectivelyconverted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination or reclassificationof the Ordinary Shares A covered by Section4.1 above), or (v)the Company, directly or indirectly, in one or more relatedtransactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,recapitalization, spin-off, merger or scheme of arrangement) with another Person or group (as defined in Securities and Exchange Act of1934, as amended (the “Exchange Act”) Rule13d-5) of Persons whereby such other Person or group (as definedin Exchange Act Rule13d-5) acquires more than 50% of the outstanding Ordinary Shares A (not including any Ordinary Shares A heldby the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stockor share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon anysubsequent exercise of the Warrant, the Registered Holder shall have the right to receive, for each Warrant Share that would have beenissuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Registered Holder,the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such FundamentalTransaction by a holder of the number of Ordinary Shares A for which the Warrant is exercisable immediately prior to such FundamentalTransaction (without regard to any limitations on exercise of the Warrant). For purposes of any such exercise, the determination of theExercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Considerationissuable in respect of one Ordinary Share A in such Fundamental Transaction, and the Company shall apportion the Exercise Price amongthe Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If the Registered Holders of Ordinary Shares A are given any choice as to the securities, cash or property to be received in a FundamentalTransaction, then the Registered Holder shall be given the same choice as to the Alternate Consideration it receives upon any exerciseof the Warrant in connection with such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a FundamentalTransaction in which at least 10% of the consideration received by the holders of the Company’s Ordinary Shares A does not consistof common stock in the Successor Entity (which entity may be the Company following such Fundamental Transaction) listed on a Trading Market,or is to be so listed for trading immediately following such event, the Company or any Successor Entity (as defined below) shall, at theRegistered Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of theFundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase the Warrantfrom the Registered Holder by paying to the Registered Holder an amount of cash equal to the Black Scholes Value (as defined below) ofthe remaining unexercised portion of the Warrant on the date of the consummation of such Fundamental Transaction; provided, however,that, if the Fundamental Transaction is not within the Company’s control, including not approved by the board of directors, theRegistered Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (andin the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the RegisteredHolders of Ordinary Shares A of the Company in connection with the Fundamental Transaction, whether that consideration be in the formof cash, stock or any combination thereof, or whether the holders of Ordinary Shares A are given the choice to receive from among alternativeforms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares Aof the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares A will be deemedto have received common stock or ordinary shares of the Successor Entity (which Successor Entity may be the Company following such FundamentalTransaction) in such Fundamental Transaction. “Black Scholes Value” means the value of the Warrant based onthe Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummationof the applicable Fundamental Transaction for pricing purposes and reflecting (A)a risk-free interest rate corresponding to theU.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transactionand the Expiration Date, (B)an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVTfunction on Bloomberg L.P. (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the publicannouncement of the applicable Fundamental Transaction, (C)the underlying price per share used in such calculation shall be thegreater of (i)the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any,being offered in such Fundamental Transaction and (ii)the highest VWAP (as defined below) during the period beginning on the TradingDay immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable FundamentalTransaction, if earlier) and ending on the Trading Day of the Registered Holder’s request pursuant to this Section4.6and (D)a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transactionand the Expiration Date and (E)a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediatelyavailable funds (or such other consideration) within the later of (i)five (5)Trading Days of the Registered Holder’selection and (ii)the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a FundamentalTransaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of theobligations of the Company under the Warrant in accordance with the provisions of this Section4.6 pursuant to written agreementsin form and substance reasonably satisfactory to the Registered Holder and approved by the Registered Holder (without unreasonable delay)prior to such Fundamental Transaction and shall, at the option of the Registered Holder, deliver to the Registered Holder in exchangefor the Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to theWarrant which is exercisable for a corresponding value of shares of capital stock of such Successor Entity (or its parent entity) equivalentto the value of the Warrant Shares acquirable and receivable upon exercise of the Warrant (without regard to any limitations on the exerciseof the Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such sharesof capital stock (but taking into account the relative value of the Warrant Shares pursuant to such Fundamental Transaction and the valueof such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting theeconomic value of the Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactoryin form and substance to the Registered Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeedto, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Warrant referring tothe “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shallassume all of the obligations of the Company under the Warrant with the same effect as if such Successor Entity had been named as theCompany herein. As used herein “VWAP” means, for any date, the price determined by the first of the followingclauses that applies: (a)if the Ordinary Shares A are then listed or quoted on a Trading Market, the daily volume weighted averageprice of the Ordinary Shares A for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares A arethen listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.(New York City time) to 4:02 p.m.(NewYork City time)), (b)if the Ordinary Shares A are then listed or quoted on the OTCQB or OTCQX, the volume weighted average priceof the Ordinary Shares A for such date (or the nearest preceding date) on OTCQB or OTCQX. as applicable, (c)if the Ordinary SharesA are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares A are then reported on the Pink OpenMarket (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary SharesA so reported, or (d)in all other cases, the fair market value of Ordinary Shares A as determined by an independent appraiser selectedin good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, thefees and expenses of which shall be paid by the Company. “Trading Market” means any of the following marketsor exchanges on which the Ordinary Shares A are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq CapitalMarket, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or OTCQB or OTCQX (or any successors toany of the foregoing).

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4.7           Calculations.All calculations under this Section4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case maybe. For purposes of this Section4, the number of Ordinary Shares A deemed to be issued and outstanding as of a given dateshall be the sum of the number of Ordinary Shares A (excluding treasury shares, if any) issued and outstanding.

4.8           Noticesof Changes in Warrant.

4.8.1        Wheneverthe Exercise Price is adjusted pursuant to any provision of this Section4, the Company shall promptly deliver to the WarrantAgent and the Registered Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resultingadjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. Failure to givesuch notice, or any defect therein, shall not affect the legality or validity of such event.

(a)             If(A)the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares A, (B)the Companyshall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares A, (C)the Company shall authorize thegranting to all holders of the Ordinary Shares A rights or warrants to subscribe for or purchase any shares of capital stock of any classor of any rights, (D)the approval of any shareholder of the Company shall be required in connection with any reclassification ofthe Ordinary Shares A, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transferof all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares A are convertedinto other securities, cash or property, or (E)the Company shall authorize the voluntary or involuntary dissolution, liquidationor winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to theWarrant Agent and the Registered Holder at its last facsimile number or email address as it shall appear upon the Warrant Register ofthe Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating(x)the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, orif a record is not to be taken, the date as of which the holders of the Ordinary Shares A of record to be entitled to such dividend, distributions,redemption, rights or warrants are to be determined or (y)the date on which such reclassification, consolidation, merger, sale,transfer or share exchange is expected to become effective or close, and the date as of which it is expected that the Registered Holdersof the Ordinary Shares A of record shall be entitled to exchange their Ordinary Shares A for securities, cash or other property deliverableupon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver suchnotice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specifiedin such notice. To the extent that any notice provided in the Warrant constitutes, or contains, material, non-public information regardingthe Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined below) pursuant toa Current Report on Form6-K (or successor form) or, if unavailable to the Company, a widely disseminated press release that is reasonablyanticipated to be generally available to the Company’s equity holders. The Registered Holder shall remain entitled to exercise theWarrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as mayotherwise be expressly set forth herein.

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4.9           FractionalShares. The Company shall not be required to issue fractions of Warrant Shares upon any exerciseof the Warrant. In lieu of any such fractional Warrant Share, the Registered Holdershall receive, at the Company’s election, (i)an amount in cash equal to the same fractionof the current market value of a whole Warrant or (ii)a whole Warrant Share, with the understanding that the Company cannot issuemore Warrant Shares than the maximum number of Warrant Shares that the board of the Company has been authorized to issue by the generalmeeting of the Company in connection with the issuance of the Warrants. As used herein, current market value means, as of any particulardate, the VWAP on the five Trading Day period immediately prior to (but excluding) the applicable date of determination.

4.10         FormofWarrant. In the event of the adjustments described in this Section4, the Company (or the Warrant Agent on behalf of theCompany) or its successor, if applicable, shall promptly issue to the Registered Holder (a)an amendment to the Warrant setting forththe number and kind of such new securities or other property issuable upon exercise of the Warrants as a result of such event, and (b)uponsurrender to the Company or the Warrant Agent of the Warrant(s)then in the Registered Holder’s possession, one or more newWarrants representing the number of Warrant Shares (or other securities) then-outstanding as a result of such adjustment. The amendmentto the Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided forin this Section4 including, without limitation, adjustments to the Warrant Price and to the number of securities or propertyissuable upon exercise of the new Warrant. The provisions of this Section4 shall similarly apply to successive reclassifications,exchanges, substitutions, or other events.

5.             Transferand Exchange of Warrants.

5.1           Registrationof Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed by the Company with signatures properlyguaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregatenumber of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants,the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Except with respect tothe Warrants bearing a restrictive legend and as described in this Section5, there are no restrictions on the transfer of the Warrants.The Warrants and all rights thereunder are transferable, in whole or in part, upon surrender pursuant to this Section5.

5.2           Procedurefor Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of theWarrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrantsurrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchangethereof until the Warrant Agent has received an instruction letter from the Company or an opinion of counsel for the Company, as applicablein the Warrant Agent’s discretion, stating that such transfer may be made and indicating whether the new Warrants must also beara restrictive legend. The Company agrees to cooperate with holders of the Warrants from time to time to cause its counsel to provide anysuch opinions of counsel reasonably requested in connection with any such transfers. In addition, the Company agrees to cause the WarrantAgent or the transfer agent for the Ordinary Shares A, as applicable, to remove the restrictive legends on the Warrants and/or the OrdinaryShares A issuable upon exercise thereof, as applicable, when such securities are sold pursuant to Rule144 under the Securities Actof 1933, as amended (the “Securities Act”) or an effective registration statement or may be sold without restrictionunder Rule144 under the Securities Act. In connection therewith, if required by the Warrant Agent or the Company’s transferagent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with the Warrant Agent or such transferagent, together with any other authorizations, certificates, letters of representations and directions required by the Warrant Agent orsuch transfer agent that authorize and direct the Warrant Agent or such transfer agent, as applicable, to transfer such securities withoutany such legends.

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5.3           ServiceCharges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.4           WarrantExecution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the termsof this Agreement, the Warrants required to be issued pursuant to the provisions of this Section5, and the Company, wheneverrequired by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6.             OtherProvisions Relating to Rights of Holders of Warrants.

6.1           NoRights as Shareholder. Except as expressly set forth in the Warrant, a Warrant does not entitlethe Registered Holder to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as a shareholder in respect of the meetingsof shareholders or the election of directors of the Company or any other matter. In addition, nothing contained in the Warrant shall beconstrued as imposing any liabilities on the Registered Holder to purchase any securities (upon exercise of the Warrants or otherwise)or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstandingthis Section6, the Company shall provide the Registered Holder with copies of the same notices and other information given to theshareholders of the Company generally, contemporaneously with the giving thereof to the shareholders; provided that the Companyshall not be obligated to provide such information if it is filed with the Securities and Exchange Commission (the “SEC”)through EDGAR and available to the public through the EDGAR system.

6.2           Lost,Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agentmay on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, ordestroyed, but only upon receipt of evidence reasonable satisfactory to the Company of such loss, theft, or destruction of such Warrantand indemnity or bond, if requested, also reasonably satisfactory to the Company. Any such new Warrant shall constitute a substitute contractualobligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceableby anyone. In such event, the Registered Holder shall also comply with such other reasonable regulations and pay such other reasonablecharges as the Company may prescribe.

6.3           Reservationof Ordinary Shares A. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary SharesA that shall be sufficient to permit the exercise in full of all outstanding Warrants subject to the terms and conditions of this Agreement.

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6.4           Registrationof Ordinary Shares A.

6.4.1        RegistrationRights. If applicable, the Registered Holder shall be entitled to the registration rights provided for in the PIPE Purchase Agreementand Prepaid Purchase Agreement, as applicable.

7.             Concerningthe Warrant Agent and Other Matters.

7.1           Paymentof Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the WarrantAgent in respect of the issuance or delivery of Ordinary Shares A upon the exercise of the Warrants, but the Company shall not be obligatedto pay any transfer taxes in respect of the Warrants or such Ordinary Shares A.

7.2           Resignation,Consolidation, or Merger of Warrant Agent.

7.2.1        Appointmentof Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be dischargedfrom all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the officeof the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successorWarrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days afterit has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, withsuch notice, submit their Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of theState of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successorWarrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of theState of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorizedunder such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessorWarrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reasonit becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrumenttransferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and uponrequest of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing formore fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,and obligations.

7.2.2        Noticeof Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to thepredecessor Warrant Agent and the Transfer Agent for the Ordinary Shares A not later than the effective date of any such appointment.

7.2.3        Mergeror Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidatedor any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor WarrantAgent under this Agreement without any further act.

7.2.4        Terminationof Warrant Agent. The Company may terminate the Warrant Agent at any time upon ten (10)business days’ notice. The Companymay serve as Warrant Agent in the event the Warrant Agent is terminated.

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7.3           Feesand Expenses of Warrant Agent.

7.3.1        Remuneration.The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuantto its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonablyincur in the execution of its duties hereunder.

7.3.2        FurtherAssurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, anddelivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carryingout or performing of the provisions of this Agreement.

7.4           Liabilityof Warrant Agent.

7.4.1        Relianceon Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary ordesirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such factor matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and establishedby a statement signed by the Chief Executive Officer, Chief Financial Officer, Treasurer, Chairman of the Board or other officer of theCompany and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faithby it pursuant to the provisions of this Agreement.

7.4.2        Indemnity.The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees toindemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’sgross negligence, willful misconduct or bad faith.

7.4.3        Exclusions.The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or executionof any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of anycovenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustmentsrequired under the provisions of Section4 hereof or responsible for the manner, method, or amount of any such adjustmentor the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to makeany representation or warranty as to the authorization or reservation of any Ordinary Shares A to be issued pursuant to this Agreementor any Warrant or as to whether any Ordinary Shares A shall, when issued, be valid and fully paid and non-assessable.

7.5           Acceptanceof Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the termsand conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrentlyaccount for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares A through the exerciseof the Warrants, if any.

8.             MiscellaneousProvisions.

8.1           Successors.All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to thebenefit of their respective successors and assigns.

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8.2           Notices.Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrantto or on the Company shall be sufficiently given when so delivered (i)if by hand or overnight delivery or if sent by certified mailor private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed inwriting by the Company with the Warrant Agent) or (ii)upon delivery, if delivered by e-mail (solely if receipt is confirmed, butexcluding any automated reply, such as an out-of-office notification), as follows:

If to the Company:

Lilium N.V.

c/o Lilium Aviation Inc.

2385 N.W. Executive Center Drive, Suite300

Boca Raton, Florida 33431

Attn: Roger Franks

Email: roger.franks@lilium.com

with a copy (which shall not constitutenotice) to:

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center

175 Greenwich Street, 51^stFloor

New York, NY 10007

Attention: Valerie Ford Jacob

Email: valerie.jacob@freshfields.com

Any notice, statement or demandauthorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficientlygiven when so delivered (i)if by hand or overnight delivery or if sent by certified mail or private courier service within fivedays after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with theCompany) or (ii)upon delivery, if delivered by e-mail (solely if receipt is confirmed, but excluding any automated reply, such asan out-of-office notification) as follows:

Continental Stock Transfer&Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Email: compliance@continentalstock.com

8.3           ApplicableLaw. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed by and construed in accordancewith the laws of the State of New York, without giving effect to conflicts of law rulesthereofto the extent that any such ruleswould require or permit the application of the laws of any other jurisdiction.

8.4           PersonsHaving Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporationother than the parties hereto and the Registered Holders of the Warrants, any right, remedy, or claim under or by reason of this Agreementor of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreementscontained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and ofthe Registered Holders of the Warrants.

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8.5           Examinationof the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent inthe Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may requireany such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

8.6           Counterparts;Execution. This Agreement may be executed in any number of original or facsimile counterparts (including by electronic mail or in..pdf), and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitutebut one and the same instrument. Each party agrees that the electronic signatures of the parties included in this Agreement are intendedto authenticate this writing and to have the same force and effect as manual signatures. “Electronic signature” means anyelectronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intentto sign such record, including facsimile or email electronic signatures, pursuant to the New York Electronic Signatures and Records Act,as amended from time to time.

8.7           Effectof Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretationthereof.

8.8           Amendments.This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respectto matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall notadversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase theWarrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of thethen outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the ExercisePeriod pursuant toSections 3.1andSection3.2, respectively, or make such other modifications to theterms of the Warrants pursuant to the provisions of the Warrants without the consent of the Registered Holders.

8.9           Severability.This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect thevalidity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceableterm or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms tosuch invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature PageFollows]

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IN WITNESS WHEREOF, the partieshereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to theWarrant Agreement]

EXHIBITA

Formof Warrant

Exhibit23.6

CONSENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this RegistrationStatement on FormF-3 of Lilium N.V. of our report dated March15, 2024 relating to the financial statements, which appearsin Lilium N.V.’s Annual Report on Form20-F for the year ended December31, 2023. We also consent to the reference tous under the heading “Experts” in such Registration Statement.

Munich, Germany

June14, 2024

PricewaterhouseCoopers GmbH

Wirtschaftsprüfungsgesellschaft

Exhibit107

Calculation of Filing Fee Tables

Form F-3
(Form Type)

Lilium N.V.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered