Item 7.01 Regulation FD Disclosure.
In
connection with the previously announced business combination (the “Business Combination”) between Forum Merger
III Corporation (“Forum”) and Electric Last Mile, Inc. (“ELM”), ELM issued a press release,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, in which ELM provided an update on the number of
non-binding pre-orders it has received for its Urban Delivery class 1 commercial electric vehicle. ELM also announced its intention
to begin production of the Urban Delivery at the Mishawaka, Indiana manufacturing facility by the end of the third quarter of 2021.
In
addition, in connection with the proposed Business Combination, furnished as Exhibit 99.2 hereto is the Analyst Day Presentation
dated March 2021 that will be used with respect to the proposed Business Combination.
The information in
this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of Forum under the Securities Act
of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information
in this Item 7.01, including Exhibits 99.1 and 99.2.
Important Information About the Business
Combination and Where to Find It
In connection with
the Business Combination, Forum filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”)
and intends to file a definitive proxy statement with the SEC. Forum’s stockholders and other interested persons are advised
to read the preliminary proxy statement and any amendments thereto and, when available, the definitive proxy statement, in connection
with Forum’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the
Business Combination, because these documents contain important information about Forum, ELM and the Business Combination. When
available, the definitive proxy statement 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. Forum’s stockholders may also obtain a copy of the preliminary
proxy statement and the definitive proxy statement, once available, as well as other documents filed with the SEC by Forum, without
charge, at the SEC’s website located at www.sec.gov or by directing a request to: Forum Merger III Corporation, 1615 South
Congress Avenue, Suite 103, Delray Beach, FL 33445.
Participants in the Solicitation
Forum and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the business combination.
Information about the directors and executive officers of Forum and a description of their interests in Forum are set forth in
the preliminary proxy statement, which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is
filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the
sources indicated above. ELM 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 are set forth in the preliminary proxy
statement, which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in
connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forum’s and ELM’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 ELM’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 ELM’s products and ELM’s ability to serve those markets, ELM’s ability to develop innovative
products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry,
ELM’s ability to attract and retain customers, the estimated go to market timing and cost for ELM’s products, the implied
valuation of ELM 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 ELM’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 ELM 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 ELM 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 ELM 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 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 ELM consider immaterial or which are unknown. Forum and ELM caution that the foregoing list
of factors is not exclusive. Forum and ELM caution readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. ELM 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 Business Combination. The consummation of the Business Combination
is subject to, among other conditions, (i) the execution and effectiveness of transaction agreements by ELM with SF Motors, Inc.
(d/b/a SERES) (“SERES”), including as contemplated by the term sheet entered into by ELM and SERES, that are each in
form and substance acceptable to Forum (at Forum’s sole discretion), (ii) the acquisition by ELM of a leasehold interest
or fee simple title to the Indiana manufacturing facility prior to the Business Combination, and (iii) the securing by ELM of key
intellectual property rights related to its proposed business (collectively, the “Carveout Transaction”). All statements
herein regarding ELM’s anticipated business assume the completion of the Carveout Transaction. Forum and ELM 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.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K 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.