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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/14/22 Lilium N.V. F-1 167:21M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 3.07M
2: EX-5.1 Opinion of Counsel re: Legality HTML 83K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 48K
4: EX-8.2 Opinion of Counsel re: Tax Matters HTML 55K
5: EX-8.3 Opinion of Counsel re: Tax Matters HTML 56K
6: EX-23.4 Consent of Expert or Counsel HTML 42K
7: EX-FILING FEES Filing Fees HTML 47K
13: R1 Document and Entity Information HTML 52K
14: R2 Consolidated Statements of Operations and Other HTML 114K
Comprehensive Income (Loss)
15: R3 Consolidated Statement of Financial Position HTML 130K
16: R4 Consolidated Statement of Changes in Equity HTML 84K
17: R5 Consolidated Statement of Cash Flows HTML 143K
18: R6 Corporate Information HTML 69K
19: R7 Basis of Preparation HTML 100K
20: R8 Significant Accounting Policies HTML 138K
21: R9 Significant Accounting Judgments, Estimates and HTML 64K
Assumptions
22: R10 Revenue from Contracts with Customers and Cost of HTML 44K
Sales
23: R11 Research and Development Expenses HTML 60K
24: R12 General and Administrative Expenses HTML 62K
25: R13 Selling Expenses HTML 58K
26: R14 Other Income HTML 58K
27: R15 Other Expenses HTML 53K
28: R16 Financial Result HTML 62K
29: R17 Income Taxes HTML 152K
30: R18 Loss per Share HTML 56K
31: R19 Intangible Assets HTML 102K
32: R20 Property, Plant and Equipment HTML 191K
33: R21 Leases HTML 123K
34: R22 Investment in Associated Companies HTML 74K
35: R23 Other Financial Assets HTML 59K
36: R24 Non-Financial Assets HTML 56K
37: R25 Cash and Cash Equivalents HTML 51K
38: R26 Shareholders' Equity HTML 104K
39: R27 Share-based Payments HTML 322K
40: R28 Warrants, Convertible Loans and Other Financial HTML 77K
Liabilities
41: R29 Provisions HTML 75K
42: R30 Post-Employment Benefits HTML 159K
43: R31 Trade and other Payables HTML 54K
44: R32 Other Non-Financial Liabilities HTML 53K
45: R33 Financial Instruments HTML 365K
46: R34 Commitments and Contingencies HTML 45K
47: R35 Related Party Disclosures HTML 93K
48: R36 Events after the Reporting Period HTML 45K
49: R37 Significant Accounting Policies (Policies) HTML 172K
50: R38 Corporate Information (Tables) HTML 61K
51: R39 Basis of Preparation (Tables) HTML 94K
52: R40 Significant Accounting Policies (Tables) HTML 53K
53: R41 Research and Development Expenses (Tables) HTML 58K
54: R42 General and Administrative Expenses (Tables) HTML 60K
55: R43 Selling Expenses (Tables) HTML 57K
56: R44 Other Income (Tables) HTML 56K
57: R45 Other Expenses (Tables) HTML 52K
58: R46 Financial Result (Tables) HTML 60K
59: R47 Income Taxes (Tables) HTML 153K
60: R48 Loss per Share (Tables) HTML 54K
61: R49 Intangible Assets (Tables) HTML 101K
62: R50 Property, Plant and Equipment (Tables) HTML 192K
63: R51 Leases (Tables) HTML 129K
64: R52 Investment in Associated Companies (Tables) HTML 70K
65: R53 Other Financial Assets (Tables) HTML 55K
66: R54 Non-Financial Assets (Tables) HTML 55K
67: R55 Cash and Cash Equivalents (Tables) HTML 50K
68: R56 Shareholders' Equity (Tables) HTML 93K
69: R57 Share-based Payments (Tables) HTML 325K
70: R58 Warrants, Convertible Loans and Other Financial HTML 72K
Liabilities (Tables)
71: R59 Provisions (Tables) HTML 74K
72: R60 Post-Employment Benefits (Tables) HTML 165K
73: R61 Trade and other Payables (Tables) HTML 53K
74: R62 Other Non-Financial Liabilities (Tables) HTML 52K
75: R63 Financial Instruments (Tables) HTML 363K
76: R64 Related Party Disclosures (Tables) HTML 85K
77: R65 Corporate Information (Details) HTML 63K
78: R66 Corporate Information - The Reorganization HTML 64K
(Details)
79: R67 Basis of Preparation (Details) HTML 60K
80: R68 Significant Accounting Policies - Purchase of HTML 52K
intangible assets (Details)
81: R69 Significant Accounting Policies - Estimated useful HTML 59K
lives of property plant and equipment (Details)
82: R70 Significant Accounting Policies (Details) HTML 49K
83: R71 Significant Accounting Policies - Share-based HTML 200K
Payments (Details)
84: R72 Significant Accounting Judgments, Estimates and HTML 48K
Assumptions (Details)
85: R73 Significant Accounting Judgments, Estimates and HTML 55K
Assumptions - Investment in associate - Purchase
Price Allocation (Details)
86: R74 Significant Accounting Judgments, Estimates and HTML 52K
Assumptions - Share-based Payments (Details)
87: R75 Revenue from Contracts with Customers and Cost of HTML 44K
Sales (Details)
88: R76 Research and Development Expenses (Details) HTML 60K
89: R77 Research and Development Expenses - Additional HTML 47K
Information (Details)
90: R78 General and Administrative Expenses (Details) HTML 65K
91: R79 General and Administrative Expenses - Additional HTML 48K
Information (Details)
92: R80 Selling Expenses (Details) HTML 60K
93: R81 Other Income (Details) HTML 58K
94: R82 Other Expenses (Details) HTML 49K
95: R83 Financial Result (Details) HTML 58K
96: R84 Financial Result - Additional Information HTML 61K
(Details)
97: R85 Income Taxes - Expense for Income Tax Expense HTML 52K
(Details)
98: R86 Income Taxes - Income Tax Expense (Details) HTML 49K
99: R87 Income Taxes - Reconciliation of expected tax HTML 88K
expense (Details)
100: R88 Income Taxes - Tax Rate Reconciliation (Details) HTML 56K
101: R89 Income Taxes - Deferred tax related to Assets and HTML 89K
Liabilities (Details)
102: R90 Income Taxes - Tax attributes (Gross) (Details) HTML 48K
103: R91 Income Taxes - Deductible temporary differences HTML 57K
and tax loss and interest carryforwards (Details)
104: R92 Loss per Share (Details) HTML 55K
105: R93 Intangible Assets (Details) HTML 78K
106: R94 Intangible Assets - Additional Information HTML 43K
(Details)
107: R95 Property, Plant and Equipment (Details) HTML 105K
108: R96 Property, Plant and Equipment - Property, plant HTML 56K
and equipment is distributed among geographical
areas (Details)
109: R97 Leases - Right-of-use assets (Details) HTML 67K
110: R98 Leases - Lease liabilities (Details) HTML 51K
111: R99 Leases - Related expense (Details) HTML 53K
112: R100 Leases - Lease liabilities (Details) HTML 48K
113: R101 Leases - Total cash outflow (Details) HTML 49K
114: R102 Investment in Associated Companies (Details) HTML 67K
115: R103 Investment in Associated Companies - Valuation of HTML 53K
investment in Zenlabs (Details)
116: R104 Investment in Associated Companies - Financial HTML 99K
information for Zenlabs (Details)
117: R105 Other Financial Assets - Other financial assets HTML 57K
(Details)
118: R106 Other Financial Assets - Fixed term deposit HTML 96K
(Details)
119: R107 Non-Financial Assets (Details) HTML 57K
120: R108 Non-Financial Assets - Prepaid expenses (Details) HTML 45K
121: R109 Cash and Cash Equivalents (Details) HTML 49K
122: R110 Shareholders' Equity (Details) HTML 101K
123: R111 Shareholders' Equity - Additional information HTML 199K
(Details)
124: R112 Share-based Payments - Other plans (Details) HTML 67K
125: R113 Share-based Payments - expense recognized for HTML 220K
participant services (Details)
126: R114 Share-based Payments - Measurement of fair values HTML 191K
(Details)
127: R115 Warrants, Convertible Loans and Other Financial HTML 53K
Liabilities (Details)
128: R116 Warrants, Convertible Loans and Other Financial HTML 69K
Liabilities - Additional information (Details)
129: R117 Warrants, Convertible Loans and Other Financial HTML 61K
Liabilities - equity effect (Details)
130: R118 Provisions (Details) HTML 70K
131: R119 Post-Employment Benefits (Details) HTML 46K
132: R120 Post-Employment Benefits - Present value of the HTML 48K
defined benefit obligations and the fair value of
the plan assets (Details)
133: R121 Post-Employment Benefits - Reconciliation of the HTML 55K
net defined benefit liability (Details)
134: R122 Post-Employment Benefits - Reconciliation of the HTML 74K
amount recognized in the consolidated statement of
financial position (Details)
135: R123 Post-Employment Benefits - Reconciliation of the HTML 65K
plan assets (Details)
136: R124 Post-Employment Benefits - Expense recognized in HTML 74K
the consolidated statements of operations and
other comprehensive income (Details)
137: R125 Post-Employment Benefits - Principal actuarial HTML 50K
assumptions (Details)
138: R126 Post-Employment Benefits - Sensitivity Analysis HTML 57K
(Details)
139: R127 Post-Employment Benefits - Expected Benefit HTML 52K
Payments (Details)
140: R128 Trade and other Payables (Details) HTML 54K
141: R129 Other Non-Financial Liabilities (Details) HTML 52K
142: R130 Financial Instruments - Financial assets, by class HTML 69K
(Details)
143: R131 Financial Instruments - Financial liabilities, by HTML 64K
class (Details)
144: R132 Financial Instruments - Thereof aggregated to HTML 59K
categories according to IFRS 9 (Details)
145: R133 Financial Instruments - Effect of reasonable HTML 66K
changes of the most significant input parameters
on the fair values of the embedded derivatives
(Details)
146: R134 Financial Instruments - Financial instruments, HTML 72K
changes in Fair Value of level 3 instruments
(Details)
147: R135 Financial Instruments - Net gains and losses for HTML 68K
each of the financial instrument measurement
categories (Details)
148: R136 Financial Instruments - carrying amount of HTML 56K
monetary assets and liabilities (Details)
149: R137 Financial Instruments - Interest Rate Risk HTML 47K
(Details)
150: R138 Financial Instruments - Other Price Risk (Details) HTML 68K
151: R139 Financial Instruments - Financial Instrument Risk HTML 87K
Management Objectives and Policies (Details)
152: R140 Financial Instruments - Reconciliation of changes HTML 76K
in liabilities arising from financing activities
(Details)
153: R141 Commitments and Contingencies - Lease contracts HTML 62K
(Details)
154: R142 Related Party Disclosures (Details) HTML 49K
155: R143 Related Party Disclosures - Transactions with Key HTML 49K
Management (Details)
156: R144 Related Party Disclosures - Annual remuneration HTML 63K
and related compensation costs recognized as
expense (Details)
157: R145 Related Party Disclosures - Balances held by HTML 67K
entities with significant influence over the
company (Details)
158: R146 Related Party Disclosures - Transactions with HTML 58K
related parties (Details)
159: R147 Related party Disclosures - Convertible Loan HTML 60K
(Details)
160: R148 Related party Disclosures - Strategic Commercial HTML 57K
Collaboration (Details)
161: R149 Related Party Disclosures - Transactions with HTML 60K
Shareholders (Details)
162: R150 Events after the Reporting Period (Details) HTML 46K
165: XML IDEA XML File -- Filing Summary XML 324K
163: XML XBRL Instance -- lilm-20220328xf1_htm XML 6.08M
164: EXCEL IDEA Workbook of Financial Reports XLSX 233K
9: EX-101.CAL XBRL Calculations -- lilm-20220328_cal XML 227K
10: EX-101.DEF XBRL Definitions -- lilm-20220328_def XML 1.27M
11: EX-101.LAB XBRL Labels -- lilm-20220328_lab XML 2.55M
12: EX-101.PRE XBRL Presentations -- lilm-20220328_pre XML 1.93M
8: EX-101.SCH XBRL Schema -- lilm-20220328 XSD 507K
166: JSON XBRL Instance as JSON Data -- MetaLinks 605± 919K
167: ZIP XBRL Zipped Folder -- 0001104659-22-071040-xbrl Zip 754K
EXIHBIT 8.3
| München Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Maximiliansplatz 13 T+49 89 20 70 20 (Zentrale) +49 89 20702339 (Durchwahl) F+49 89 20 70 21 00 E david.beutel@freshfields.com Our Ref 176386-0001 DBE |
Confidential | |
Lilium
N.V. | |
14 June 2022
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 registered seat in Amsterdam, the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 82165874, having its business address at Claude-Dornier Straße 1, Bldg. 335, 82234, Wessling, Germany (the Company), in respect of certain matters of German tax law in connection with the filing of a Form F-1 registration statement under the Securities Act of 1933, as amended, regarding the issuance of up to 21,691,268 class A ordinary shares with a nominal value of EUR 0.12 each to TUMIM Stone Capital LLC prepared by the Company and filed with the United States Securities and Exchange Commission on 14 June 2022 (the Registration Statement).
In this capacity, we have been requested to provide a tax opinion regarding the section “Material German Tax Considerations” of the Registration Statement (the Opinion) which we provide below.
1.Documents Reviewed
We have solely examined a scanned copy of the Registration Statement, as filed with the United States Securities and Exchange Commission on 14 June 2022.
2. | Assumptions |
In considering the documents provided to us and rendering this Opinion we have assumed without further inquiry that:
Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater Partnerschaftsgesellschaft mit beschränkter Berufshaftung (Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB) has its seat in Frankfurt am Main and is registered with the partnership register of the Amtsgericht Frankfurt am Main with registered number PR 2677. For further regulatory information please refer to www.freshfields.com/support/legalnotice.
A list of all members of 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 Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB with equivalent standing and qualifications who are not members of the partnership.
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| Confidential |
2|3
a) | all copies of documents provided to us conform to the relevant originals and that all documents submitted to us whether as originals or as copies are authentic and complete; |
b) | the Company is, and will remain, solely resident in Germany for purposes of (i) the 2012 Convention between the Federal Republic of Germany and the Kingdom of the Netherlands for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and (ii) the German tax laws currently in force; |
c) | there are no factual matters and documents not disclosed to us in the course of our examination that would affect any opinion expressed in this Opinion; and |
d) | all factual matters identified in the Registration Statement are accurate and complete. |
3. | Laws Considered |
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 respect to the laws of any other jurisdiction.
4. | Opinion Statement |
Based upon and subject to the foregoing and the observations set out below, we are of the opinion that:
The statements set forth in the Registration Statement under the section with the caption “Material German Tax Considerations”, insofar as such statements purport to constitute a description or summary of the legal issues or legal provisions referred to therein, represent fair descriptions or summaries of such issues or provisions and are correct in all material respects.
5. | Observations |
With your approval we have not been responsible for investigating or verifying the accuracy of any facts, or statements of foreign law, nor the reasonableness of any statements of opinion contained in the documents provided to us. Moreover, we have not conducted any investigation of factual matters for the purposes of this Opinion and our opinion does not purport to express or imply any opinion with regard to such matters. Nothing in this Opinion should be taken as expressing an opinion with respect to the representations and warranties or other factual statements contained in any of the documents referred to above.
All the (English) legal concepts and terms used in this Opinion are moreover deemed to refer to German legal concepts and should therefore be interpreted following the corresponding German tax concepts.
The opinions contained herein are expressions of 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 we do 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 the facts or laws or other matters referred to in this Opinion.
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| Confidential |
3|3
6. | Benefit |
This Opinion is rendered to you solely for your benefit 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) if deemed necessary by the addressee to establish a legal defence.
This Opinion may only be relied upon under the express condition that this Opinion and any issues of interpretation arising hereunder are governed by German law and any disputes between ourselves and the addressees hereof arising in connection with this Opinion will be brought before a German court. The courts of Frankfurt am Main shall have exclusive jurisdiction with respect to any matters of liability arising hereunder.
Very truly yours, /s/ Dr. David Beutel, Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Dr. David Beutel |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/03/22 Lilium N.V. POS AM 3:587K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/06/22 Lilium N.V. 6-K 6/06/22 3:527K Toppan Merrill/FA 3/30/22 Lilium N.V. 20-F 12/31/21 169:21M Toppan Merrill/FA 11/18/21 Lilium N.V. S-8 11/18/21 5:374K Toppan Merrill/FA 9/29/21 Lilium N.V. F-1 208:24M Toppan Merrill/FA 9/20/21 Lilium N.V. 20-F 9/14/21 7:1.1M Toppan Merrill/FA 6/11/21 Lilium N.V. F-4/A 9:8.1M Toppan Merrill/FA 5/05/21 Lilium N.V. F-4 12:7.8M Toppan Merrill/FA |