Qell Acquisition Corp
QELL · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Qell Partners LLC, listed on Nasdaq in October 2020.
- What it's doing now
- It agreed in August 2021 to buy Lilium GmbH, an Electric vertical takeoff and landing company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Lilium GmbH
- Industry
- Electric vertical takeoff and landing (eVTOL) aircraft developer
- Deal value
- not stated in the filings we hold
- announced 11 August 2021
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 1 October 2020
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 601 MARSHALL STREET, REDWOOD CITY, CA, 94063
- registered in the Cayman Islands
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Gabbita Sam (CFO & Director) · Engle Barry L II (Chief Executive Officer) · Cozzens David (Director)
- Listed securities
- QELL common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
2 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 1 October 2020IPOpassed
IPO size not on file
- 11 August 2021Deal announcedpassed
Combination with Lilium GmbH
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Lilium GmbH— · announced 11 August 2021closedpost-close LILMSEC primary
The score
deterministic, from filed fieldsQELL is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 295 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Qell Acquisition Corp was a blank-check company whose common ticker QELL was listed on the Nasdaq Stock Market. The company priced its initial public offering on October 1, 2020, according to a 424B prospectus. On September 2, 2021, the ticker QELL appeared on the cover page of an 8-K filing. The vehicle completed a business combination and no longer files, with its closed status established by a Form 25 filed on September 14, 2021, under 17 CFR 240.12d2-2(a)(3), reflecting that its Class A Ordinary Shares, Warrants, and Units had come to evidence other securities in substitution therefor.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
A Qell holder ends up owning a Dutch company: Lilium B.V. is converted into a Dutch public limited liability company before closing and becomes the ultimate parent of Lilium, and the Cayman Merger Sub commences winding up immediately after the merger and distributes its assets to Holdco. The exchange is one Holdco Class A Share per Qell ordinary share, so the conversion itself does not dilute. Four proposals are put: the business combination as an ordinary resolution, the Plan of Merger as a special resolution, an incentive plan and an employee share purchase plan.
The $10.00 redemption regime in this document has a third leg beyond the price test: a REFERENCE VALUE condition sits alongside the requirement that the closing price reach $10.00 on the single trading day before notice. So the second call is not simply '$10.00 for one day' and cannot be stored as a price alone. The deferred underwriting is also payable to certain of the underwriters rather than all of them, which is a distribution question inside a figure usually recorded as one number. Warrant amendments take 50%.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
- What changed vs 2021-05-24trust $379.6M → $379.7M +0%shares 32.6M → 32.5M -0%
trust account, redeemable shares, going-concern doubt2 moved · 1 with no prior record of ours
- Trust account
- $379.6M$379.7M
- Redeemable shares
- 32.6M32.5M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $13,570 was added to the trust between the two filings.
The clause …“party 87,365 — Total current assets 815,416 2,538,901 Investments held in Trust Account 379,656,050 379,579,492 Total Assets $ 380,471,466 $ 382,118,393 Liabilities and Shareholders' Equity Current”…
SpacBrain reads this as 40,175 shares are no longer redeemable.
The clause …“authorized; 5,418,314 and 7,737,284 shares issued and outstanding (excluding 32,531,686 and 30,212,716 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively 542 774 Class B ordinary shares,”…
The clause “OTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of the filing of this Quarterly Report on Form 10-Q.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Qell Acquisition Corp. issued definitive merger materials for an extraordinary general meeting on Friday, September 10, 2021 at 9:00 a.m. New York City time at the offices of Goodwin Procter LLP in New York, on the Business Combination Agreement dated March 30, 2021 with Lilium GmbH, Lilium B.V. as Holdco and Queen Cayman Merger LLC. Qell merges into Merger Sub; each Qell ordinary share becomes a claim for a corresponding Merger Sub security, which is then contributed to Holdco in exchange for one Holdco Class A Share. Why it matters: A Qell holder ends up owning a Dutch company: Lilium B.V. is converted into a Dutch public limited liability company before closing and becomes the ultimate parent of Lilium, and the Cayman Merger Sub commences winding up immediately after the merger and distributes its assets to Holdco. The exchange is one Holdco Class A Share per Qell ordinary share, so the conversion itself does not dilute. Four proposals are put: the business combination as an ordinary resolution, the Plan of Merger as a special resolution, an incentive plan and an employee share purchase plan.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Qell Partners LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1280 tracked SPACs (24%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/3 · 100.0% of the $10 unit
from 424B4 0001104659-20-111157
Trading & liquidity
Company profile
Directors & officers
- Gabbita SamCFO & Director
- Engle Barry L IIChief Executive Officer
- Cozzens DavidDirector
- Adams Steven RichardDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
3 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- ADAGE CAPITAL PARTNERS GP, L.L.C.with 2 other reporting persons on the same schedule6.6% · SC 13GOct 13, 2020 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC6.4% · SC 13GAug 6, 2021 stale
- 683 Capital Management, LLCwith 3 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2022 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — QELL (Qell Acquisition Corp)
vault-note · /vault/tickers/QELL
- Vault deal note — Lilium GmbH (QELL)
vault-note · /vault/deals/lilium-gmbh
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001104659-20-111157 priced 2020-10-01; common ticker QELL off 8-K 0001104659-21-112560 (2021-09-02); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-21-001048 (2021-09-14) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Qell Acquisition Corp Class A Ordinary Shares, Warrants, and Units). ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Qell Partners LLC" sourced from prospectus definition (10-K/A) acc 0001104659-21-061117.
AI-extracted target (z-ai/glm-5.2, conf 0.95)
target recovered for a completed de-SPAC
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read