SECURITIES AND EXCHANGE COMMISSION
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Lilium N.V.
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(Name of Issuer)
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Class A Ordinary Shares
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(Title of Class of Securities)
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N52586109
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(CUSIP Number)
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February 2, 2023
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(Date of Event Which Requires Filing of This Statement)
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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13G
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1
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NAMES OF REPORTING PERSONS
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LGT Global Invest Ltd (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☑
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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31,885,128(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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31,885,128(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,885,128(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.0%(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (1) |
H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein is the ultimate beneficial owner of LGT Global Invest Ltd.
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| (2) |
Assumes exercise of 7,692,307 warrants (“Warrants”) to purchase shares of the class A ordinary shares (“Class A Shares”) of Lilium N.V. (the “Issuer”) beneficially owned by the reporting person into 7,692,307
Class A Shares.
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CUSIP No. N52586109
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13G
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1
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NAMES OF REPORTING PERSONS
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Lightrock Growth Fund I S.A., SICAV-RAIF (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☑
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Luxembourg
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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12,751,787(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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12,751,787(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,751,787(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.2% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (2) |
Assumes exercise of 1,923,076 Warrants beneficially owned by the reporting person into 1,923,076 Class A Shares.
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| (3) |
Calculated based on 392,002,695 Shares outstanding, consisting of (i) 368,539,630 Class A Shares and (ii) 23,463,065 Class B Shares, as disclosed in the Registration Statement on Form F-3/A filed by the Issuer on
December 12, 2022, as well as 1,923,076 Class A Shares issuable upon exercise of the Warrants beneficially owned by the reporting person. Each Class B Share entitles the holder thereof to 36 votes on all matters upon which shareholders have a
right to vote and each Class A Share entitles the holder thereof to 12 votes on such matters.
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CUSIP No. N52586109
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13G
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1
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NAMES OF REPORTING PERSONS
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Lumen Investments Ltd. (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☑
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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31,346,153(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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31,346,153(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,346,153(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (1) |
H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein is the ultimate beneficial owner of Lumen Investments Ltd.
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| (2) |
Assumes exercise of 9,615,384 Warrants beneficially owned by the reporting person into 9,615,384 Class A Shares.
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| (3) |
Calculated based on 392,002,695 Shares, consisting of (i) 368,539,630 Class A Shares and (ii) 23,463,065 Class B shares, as disclosed in the Registration Statement on Form F-3/A filed by the Issuer on December
12, 2022, as well as 9,615,384 Class A Shares issuable upon exercise of the Warrants beneficially owned by the reporting person. Each Class B Share entitles the holder thereof to 36 votes on all matters upon which shareholders have a right
to vote and each Class A Share entitles the holder thereof to 12 votes on such matters.
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CUSIP No. N52586109
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13G
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1
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NAMES OF REPORTING PERSONS
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H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☑
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Liechtenstein
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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75,983,068(2)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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75,983,068(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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75,983,068(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.5%(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein is the ultimate beneficial owner of LGT Global Invest Ltd, Lightrock
Growth Fund I S.A., SICAV-RAIF and Lumen Investments Ltd.
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| (2) |
Assumes exercise of 19,230,767 Warrants deemed to be beneficially owned by the reporting person into 19,230,767 Class A Shares.
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| (3) |
Calculated based on 392,002,695 Shares outstanding, consisting of (i) 368,539,630 Class A Shares and (ii) 23,463,065 Class B shares, as disclosed in the Registration Statement on Form F-3/A filed by the Issuer on
December 12, 2022, as well as 19,230,767 Class A Shares issuable upon exercise of the Warrants beneficially owned by the reporting person. Each Class B Share entitles the holder thereof to 36 votes on all matters upon which shareholders have
a right to vote and each Class A Share entitles the holder thereof to 12 votes on such matters.
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13G
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D - 82234 Wessling, Germany
1st Floor, 802 West Bay Road
Grand Cayman KY1-1203
Cayman Islands
L-1748 Senningerberg
1st Floor, 802 West Bay Road
Grand Cayman KY1-1203
Cayman Islands
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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| (a) |
☐ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) |
☐ | Insurance Company as defined in Section 3(a)(19) of the Act; |
| (d) |
☐ | Investment Company registered under Section 8 of the Investment Company Act; |
| (e) |
☐ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) |
☐ | Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) |
☐ | Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (j) |
☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(j). |
| ☒ |
If this statement is filed pursuant to Rule 13d-1(c), check this box.
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| Item 4. |
Ownership.
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| (a) |
Amount beneficially owned: 75,983,068
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| (b) |
Percent of class: 18.5%**
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| (c) |
Number of shares as to which such person has:
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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| Item 8. |
Identification and Classification of Members of the Group.
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| Item 9. |
Notice of Dissolution of Group.
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LGT GLOBAL INVEST LTD
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By: /s/ Alison Lomax
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Name: Alison Lomax
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Title: Director
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By: /s/ Darren Stainrod
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Name: Darren Stainrod
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Title: Director
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Date: February 2, 2023
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LIGHTROCK GROWTH FUND I S.A., SICAV-RAIF
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By: /s/ Claude Radoux
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Name: Claude Radoux
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Title: Director
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By: /s/ Robert Schlachter
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Name: Robert Schlachter
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Title: Director
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Date: February 2, 2023
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LUMEN INVESTMENTS LTD.
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By: /s/ Allison Lomax
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Name: Allison Lomax
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Title: Director
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By: /s/ Darren Stainrod
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Name: Darren Stainrod
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Title: Director
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Date: February 2, 2023
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H.S.H. REIGNING PRINCE HANS-ADAM II. VON UND ZU LIECHTENSTEIN
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By: /s/ H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein
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Name: H.S.H. Reigning Prince Hans-Adam II. von und zu Liechtenstein
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Title: Board Member
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Date: February 2, 2023
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