EX-FILING FEES 2 tm2420744d1_ex107.htm EX-FILING FEES

 

Exhibit 107

 

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 and Carry Forward Securities

 

 

Security Type

Security Class
Title

Fee Calculation
or Carry
Forward Rule

Amount Registered

Proposed
Maximum
Offering Price
Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of
Registration Fee

Newly Registered Securities
Fees to be Paid Equity Class A ordinary
share, nominal
value €0.01 per
share
  (1) (2) (1)(2)    
Other Warrants   (1) (2) (1)(2)    
Other Rights   (1) (2) (1)(2)    
Unallocated (Universal Shelf) Unallocated
(Universal Shelf)
457(o) (1) (2) $250,000,000(1)(2) $147.60 per
$1,000,000
$36,900.00
Total Offering Amounts $250,000,000 $147.60 per $1,000,000 $36,900.00
Total Fees Previously Paid    
Total Fee Offsets     $ 31,138.45
Net Fee Due     $5,761.55

 

(1) The securities registered hereunder include such indeterminate number of (a) Class A ordinary shares, nominal value €0.01 per share (“Class A Shares”), (b) warrants to purchase Class A Shares and (c) rights to purchase Class A Shares, as may be sold from time to time by the Registrant. There are also being registered hereunder an indeterminate number of Class A Shares as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.

 

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the Registrant pursuant to this Registration Statement will not exceed $250,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

 

 

 

Table 2 – Fee Offset Claims and Sources

 

 

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Data

Filing Date

Fee Offset Claimed

Security Type Associated with Fee

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rule 457(p)
Fee Offset Claims Lilium N.V. F-1 333-259889 September 29, 2021 N/A $31,138.45 Equity Class A Shares (1) $2,222,648,203.48  
Fee Offset Sources Lilium N.V. F-1 333-259889   September 29, 2021           $264,738

 

(1)The Registrant previously filed a registration statement on Form F-1 (File No. 333-259889), initially filed on September 29, 2021, amended on March 31, 2022 and initially declared effective on April 11, 2022 (the “Prior Registration Statement”), which registered (i) 52,143,054 Class A Shares for issuance by the Registrant in connection with the exercise or conversion of certain of its securities (the “Primary Shares”) for a proposed maximum aggregate offering price of $493,827,499 and (ii) and 201,805,118 Class A Shares for resale by the applicable selling security holder (the “Secondary Shares”) for a proposed maximum aggregate offering price of $1,938,872,941. The Prior Registration Statement was not fully used and 51,663,116 Primary Shares and 193,560,280 Secondary Shares were not sold, resulting in unsold aggregate offering amounts of $2,222,648,203.48. These unused amounts result, in the aggregate, in an available fee offset of $242,490.92 (the “Fee Offset”), representing approximately 91.6% of the registration fees on the Prior Registration Statement. The Registrant has terminated any offerings that included the unsold securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the Registrant successively carried over all of the Fee Offset to registration statements filed on October 3, 2022, November 25, 2022, February 3, 2023, June 9, 2023, September 15, 2023, November 24, 2023, March 21, 2024, and May 3, 2024 reduced in each case by the amount of the applicable fee due with respect to a given registration statement. Pursuant to Rule 457(p) under the Securities Act, the Registrant is hereby carrying over the entire remaining Fee Offset and is further offsetting $31,138.45 of the fees associated with this Registration Statement from the filing fee previously paid by the Registrant associated with the unsold securities. Inclusive of the fee offset associated with this Registration Statement, the Registrant has used $187,156.03 of the Fee Offset.