UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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FORUM
MERGER III CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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In
connection with the previously announced business combination (the “Business Combination”) between Forum Merger III
Corporation (“Forum”) and Electric Last Mile, Inc. (“ELMI”), ELMI issued a press release announcing that
the Indiana Economic Development Corporation has offered ELMI a series of conditional tax credits and training grants based on
ELMI’s anticipated job creation plans in Mishawaka, Indiana. Below is a copy of the press release, which is being filed
herewith as soliciting material.
Electric Last Mile Offered Incentives
by the Indiana Economic Development Corporation for Local Manufacturing
Auburn Hills, MI. (Dec. 21, 2020)
– Electric Last Mile, Inc. (ELMS) is pleased to announce that the Indiana Economic Development Corporation (IEDC), which
leads the state’s economic development efforts, has offered ELMS a series of conditional tax credits and training grants
based on its plans to create new jobs in Mishawaka, Indiana. ELMS previously announced plans to establish operations in Indiana
and launch production of its commercial electric vehicles at the former AM General and Hummer plant in Mishawaka, subject to the
completion of ELMS’s proposed business combination with Forum Merger III Corporation (NASDAQ: FIII).
The IEDC offered ELMS up to $10 million
in conditional tax credits and up to $200,000 in conditional training grants based on the company’s job creation plans. The
IEDC also offered up to $2.8 million in conditional tax credits from the Hoosier Business Investment (HBI) tax credit program based
on the company’s planned capital investment in Indiana.
“Indiana was a natural choice for
us given our product roadmap, the highly-trained and motivated workforce, and the logistics of moving finished goods within the
U.S.," said Jim Taylor, co-founder and CEO of ELMS.
About ELMS
ELMS
is focused on redefining the last mile market with a vertically-integrated approach to designing, manufacturing and customizing
electric, connected last mile delivery vehicles. ELMS will provide customers with sustainable and cost-effective vehicle solutions
to run their businesses. The company is headquartered in Auburn Hills, Michigan. For more, visit: www.electriclastmile.com
Forward-Looking Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Forum Merger III Corporation (“Forum”) and ELMS’s actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Forum’s and ELMS’s expectations with respect to future performance and anticipated
financial impacts of the business combination, the satisfaction of the closing conditions to the business combination, the size,
demands and growth potential of the markets for ELMS’s products and ELMS’s ability to serve those markets, ELMS’s
ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or
the electric vehicle industry, ELMS’s ability to attract and retain customers, the estimated go to market timing and cost
for ELMS’s products, the implied valuation of ELMS and the timing of the completion of the business combination. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Forum’s and ELMS’s control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the agreement and plan of merger (“Merger Agreement”) relating to the business combination
or could otherwise cause the business combination to fail to close; (2) the inability of ELMS to (x) execute the transaction agreements
for the Carveout Transaction (as defined below) that are in form and substance acceptable to Forum (at Forum’s sole discretion),
(y) acquire a leasehold interest or fee simple title to the Indiana manufacturing facility or (z) secure key intellectual property
rights related to its proposed business; (3) the outcome of any legal proceedings that may be instituted against Forum or ELMS
following the announcement of the business combination; (4) the inability to complete the business combination, including due to
failure to obtain approval of the stockholders of Forum or other conditions to closing in the Merger Agreement; (5) the receipt
of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination;
(6) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative
national securities exchange following the business combination; (7) the risk that the announcement and consummation of the business
combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably
and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11)
the possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of
COVID-19 on the combined company’s business; and (13) other risks and uncertainties indicated from time to time in the proxy
statement to be filed relating to the business combination, including those under the “Risk Factors” section therein,
and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19
outbreak and there may be additional risks that Forum and ELMS consider immaterial or which are unknown. Forum and ELMS caution
that the foregoing list of factors is not exclusive. Forum and ELMS caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. ELMS is currently engaged in limited operations only and its ability to carry
out its business plans and strategies in the future are contingent upon the closing of the proposed business combination. The consummation
of the business combination is subject to, among other conditions, (i) the execution and effectiveness of transaction agreements
by ELMS with SF Motors, Inc. (d/b/a SERES) that are each in form and substance acceptable to Forum (at Forum’s sole discretion),
(ii) the acquisition by ELMS of a leasehold interest or fee simple title to the Indiana manufacturing facility prior to the business
combination, and (iii) the securing by ELMS of key intellectual property rights related to its proposed business (collectively,
the “Carveout Transaction”). All statements herein regarding ELMS’s anticipated business assume the completion
of the Carveout Transaction. Forum and ELMS do not undertake or accept any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions
or circumstances on which any such statement is based.
Important Information About the
Business Combination and Where to Find It
In
connection with the business combination, Forum intends to file a preliminary proxy statement. Forum will mail a definitive proxy
statement and other relevant documents to its stockholders. Forum’s stockholders and other interested persons are advised
to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with the business combination, as these materials will contain important
information about Forum, ELMS and the business combination. When available, the definitive proxy statement and other relevant materials
for the business combination will be mailed to stockholders of Forum as of a record date to be established for voting on the business
combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement
and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s
web site at www.sec.gov, or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103,
Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860.
Participants in the Solicitation
Forum and its
directors and executive officers may be deemed participants in the solicitation of proxies from Forum’s stockholders with
respect to the business combination. A list of the names of those directors and executive officers and a description of their interests
in Forum is contained in Forum’s Registration Statement on Form S-1/A, which was filed with the SEC and is available free
of charge at the SEC’s web site at www.sec.gov, or by directing a request to Forum Merger III Corporation, 1615 South
Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860. Additional information regarding
the interests of such participants will be contained in the proxy statement for the business combination when available.
ELMS and its
directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Forum in connection with the business combination. A list of the names of such directors and executive officers and information
regarding their interests in the business combination will be included in the proxy statement for the business combination when
available.
No Offer or Solicitation
This press
release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contacts
Media@electriclastmile.com
IR@electriclastmile.com
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