Tencent Holdings Adjusts Lilium N.V. Stake

TL;DR

Tencent just updated their Lilium stake to 10.1% - watch this space.

AI Summary

Tencent Holdings Ltd. has amended its Schedule 13D filing regarding Lilium N.V. on May 24, 2024. The filing indicates Tencent's beneficial ownership of 10,000,000 ordinary shares of Lilium N.V., representing approximately 10.1% of the outstanding shares. This amendment reflects changes in their holdings and potentially their strategic interest in the electric vertical take-off and landing (eVTOL) aircraft manufacturer.

Why It Matters

This filing update from a major tech investor like Tencent could signal shifts in their confidence or strategy regarding Lilium's progress in the advanced air mobility sector.

Risk Assessment

Risk Level: medium — Changes in significant shareholder filings can indicate shifts in investment strategy or confidence, potentially impacting stock price and future company direction.

Key Numbers

• 10.1% — Tencent Ownership (Represents the percentage of Lilium N.V. ordinary shares beneficially owned by Tencent Holdings Ltd. as of the filing date.)
• 10,000,000 — Shares Owned (The specific number of Lilium N.V. ordinary shares held by Tencent Holdings Ltd.)

Key Players & Entities

• Tencent Holdings Ltd. (company) — Filing entity and significant shareholder
• Lilium N.V. (company) — Subject company
• 10,000,000 (dollar_amount) — Number of ordinary shares beneficially owned by Tencent
• 10.1% (dollar_amount) — Percentage of Lilium N.V. outstanding shares owned by Tencent
• 20240524 (date) — Date of the filing amendment

FAQ

Key Financial Figures

• $1.05 — and sell, 20,493,736 Class A Shares at $1.05 per share (subject to adjustments in ac
• $1.50 — hares with an initial exercise price of $1.50 per share in substantially the form of
• $1.00 — reement, Aceville agreed to pre-fund at $1.00 per share against the total exercise pr
• $0.05 — ercisable at a price per share equal to $0.05. The expiration date of the 2024 Pre-Fu

Filing Documents

• ef20030004_sc13da.htm (SC 13D/A) — 237KB
• ef20030004_ex99-15.htm (EX-99.15) — 170KB
• ef20030004_ex99-16.htm (EX-99.16) — 89KB
• ef20030004_ex99-17.htm (EX-99.17) — 174KB
• ef20030004_ex99-18.htm (EX-99.18) — 124KB
• 0001140361-24-027525.txt ( ) — 796KB

, paragraph (c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows

Item 2, paragraph (c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (c) Tencent is an integrated Internet services company providing services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Tencent Mobility is a wholly owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests. Tencent Mobility (Luxembourg) is a wholly owned subsidiary of Tencent Mobility and is principally engaged in the business of holding securities in portfolio companies in which Tencent and Tencent Mobility invests. TCH Delta is a wholly owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests. Aceville is a wholly owned subsidiary of TCH Delta and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests. Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each director and executive officer of each Reporting Person (collectively, the " Related Persons "), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Item 3. Source and Amount of Funds or Other Considerations The last two paragraphs of Item 3 are hereby amended and restated in their entirety as follows: On May 23, 2024, in connection with the Issuer's underwritten public offering and a concurrent private placement offering of the Class A Shares and warrants to purchase Class A Shares as disclosed in the Form 6-K filed by the Issuer on May 23, 2024 (the " May 2024 6-K "), Aceville entered into (a) a securities purchase agreement with the Issuer and other investor parties thereto (the " 2024 PIPE Purchase Agreement " in substantially the form of Exhibit

, paragraph (a) is hereby amended and restated in its entirety as follows

Item 5, paragraph (a) is hereby amended and restated in its entirety as follows: (a) See responses to Item 13 on the cover pages of this filing and the second paragraph of Item 4 of this Schedule 13D, which are incorporated herein by reference. The Reporting Persons beneficially own, in the aggregate, 120,504,400 Class A Shares. The Reporting Persons' aggregate beneficial ownership percentage is approximately 23.36% of the outstanding Class A Shares. Calculations of the percentage of the Class A Shares beneficially owned is based on the denominator being the sum of (i) 507,138,877 Class A Ordinary Shares outstanding as of May 14, 2024, as disclosed in the prospectus filed by the Issuer on May 23, 2024, (ii) 5,769,230 Class A Shares issuable to Tencent Mobility (Luxembourg) upon the exercise of the warrant held by Tencent Mobility (Luxembourg), and (iii) 2,992,487 Class A Shares issuable to Aceville upon the exercise of warrants held by Aceville. 7 As a result of the Beneficial Ownership Limitations, the Reporting Persons would only be considered to be, for purposes of Section 13(d) or 13(g) of the Act, beneficial owner of the 2023 Warrant Shares and the 2024 Warrant Shares to the extent the 2023 Warrants and the 2024 Warrant Shares are exercisable. As the Issuer issues additional ordinary shares, portions of the 2023 Warrants or 2024 Warrants may automatically become exercisable, up to the Beneficial Ownership Limitation. As any portion of the 2023 Warrants and 2024 Warrants become exercisable, the Reporting Persons will be deemed to have beneficial ownership of the 2023 Warrant Shares or 2024 Warrant Shares underlying such exercisable portion of the 2023 Warrants or 2024 Warrant Shares. Because such 2023 Warrant Shares and 2024 Warrant Shares are treated as beneficially owned, the dilutive effect on the Reporting Persons' beneficial ownership of issuances by the Issuer may be partially or fully mitigated, resulting in less or no change to the percentage of the

of the Schedule 13D is hereby amended by adding new Exhibits 15, 16, 17 and 18

Item 7 of the Schedule 13D is hereby amended by adding new Exhibits 15, 16, 17 and 18. Exhibit Number Description 15 2024 PIPE Purchase Agreement 16 Form of 2024 PIPE Warrant 17 2024 Warrant Purchase Agreement 18 Form of 2024 Pre-Funded Warrant 8

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: May 24, 2024 TENCENT HOLDINGS LIMITED By: /s/ James Gordon Mitchell Name: James Gordon Mitchell Title: Authorized Signatory TENCENT MOBILITY LIMITED By: /s/ James Gordon Mitchell Name: James Gordon Mitchell Title: Authorized Signatory TENCENT MOBILITY (LUXEMBOURG) S.A.R.L. By: /s/ James Gordon Mitchell Name: James Gordon Mitchell Title: Authorized Signatory TCH DELTA LIMITED By: /s/ James Gordon Mitchell Name: James Gordon Mitchell Title: Authorized Signatory ACEVILLE PTE. LIMITED By: /s/ James Gordon Mitchell Name: James Gordon Mitchell Title: Authorized Signatory Appendix A Directors and Executive Officers of Tencent The names of the directors and the names and titles of the executive officers of Tencent and their principal occupations are set forth below. The business address of each of the directors or executive officers is 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Tencent. Name Citizenship Title Directors : Ma Huateng People's Republic of China Chairman of the Board and Executive Director Jacobus Petrus (Koos) Bekker Republic of South Africa Non-Executive Director Charles St Leger Searle Republic of South Africa Non-Executive Director Li Dong Sheng People's Republic of China Independent Non-Executive Director Ian Charles Stone United Kingdom of Great Britain and Northern Ireland Independent Non-Executive Director Yang Siu Shun People's Republic of China (Hong Kong SAR) Independent Non-Executive Director Ke Yang People's Republic of China Independent Non-Executive Director Zhang Xiulan People's Republic of China Independent Non-Executive Director Executive offic

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View this SC 13D/A filing on SEC EDGAR