EX-FILING FEES 7 tm2425088d1_ex-filingfees.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

 

    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   Secondary Offering                            
  Equity   Class A Ordinary Shares   Other(2)   6,147,311(1)   $0.78(2)   $4,794,902.58   $153.10 per $1,000,000   $734.10
Total Offering Amounts   $4,794,902.58       $734.10
Total Fees Previously Paid          
Total Fee Offsets           $734.10
Net Fee Due           $0.00

 

*Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is also registering an indeterminate number of additional securities as may be issued to prevent dilution resulting from share dividends, share splits or similar transactions.

 

(1)Consists of 6,147,311 of the Registrant’s Class A ordinary shares issued to the selling securityholder in connection with the Share Issuance Agreement (as defined in the Registration Statement).

 

(2)Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $0.78 per share, which is the average of the high and low prices of the Class A Shares, as reported on the Nasdaq Global Select Market as of September 27, 2024.

 

 

 

 

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   $734.10   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, May 3, 2024 and July 29, 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 $734.10 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 $204,730.36 of the Fee Offset.